Proposed $1.8 million Placing

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

 

MYCELX Technologies Corporation

("MYCELX" or the "Company")

 

Proposed $1.8 million Placing of up to 577,246 New Common Shares and

Subscription of 26,387 New Common Shares

 

Highlights

 

·      Up to $1.8 million to be raised to support continued growth in the Company's core markets

·      Funding to enable the expansion of equipment in Saudi Arabia

 

 

 

MYCELX Technologies Corporation (AIM: MYX), the clean water technology company providing patented solutions for the Oil and Gas market and commercial industrial markets worldwide traded on London Stock Exchange's AIM market, is pleased to announce a proposed placing and subscription of up to $1.8 million (£1.4 million*) (before expenses) through the issue of an aggregate of up to 603,633 new common shares of $0.025 each ("New Common Shares") to new and existing investors at a price of 230 pence per New Common Share (the "Issue Price"). The New Common Shares will rank pari passu in all respects with the existing common shares of $0.025 in issue ("Common Shares").

 

The Company expects to issue up to 577,246 New Common Shares pursuant to a placing agreement entered into by the Company with Cantor Fitzgerald Europe (the "Placing Agreement"), such shares to be issued to investors in the United Kingdom at the Issue Price (the "Placing"). Subscribers also intend to enter into conditional subscription agreements (the "Subscription Agreements") with the Company to subscribe for an aggregate of 26,387 New Common Shares at the Issue Price (the "Subscription" and, together with the Placing, the "Fundraising").

 

The Placing is being conducted in accordance with Regulation S of the US Securities Act of 1933, as amended, for offerings outside the United States by both U.S. and foreign issuers. As such, the New Common Shares issued in the Placing will be subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S.

 

Pursuant to the Company's bylaws, the Fundraising does not require shareholder approval and is therefore not subject to the approval of shareholders at a general meeting of the Company.

 

The Fundraising is being undertaken in order to sustain the recent momentum delivered by the Company and to remove the key hurdles to faster growth in the Company's core markets. The net proceeds of the Fundraising will be used to fund additional equipment inventory in Saudi Arabia to meet the demand for rental fleet solutions.

 

The Placing is not being underwritten. The Issue Price represents a discount of approximately 6.1 per cent. to the mid-market closing price of 245 pence on 27 February 2019.

 

The New Common Shares will represent approximately 3.1 per cent. of the issued share capital of the Company as enlarged by the Fundraising (the "Enlarged Share Capital").

 

Directors' intended participation

 

Tim Eggar, Connie Mixon and Andre Schnabl, each being directors of the Company intend to enter into conditional Subscription Agreements to subscribe for an aggregate of 26,387 New Common Shares.

 

Application will be made to the London Stock Exchange for the New Common Shares to be admitted to trading on AIM ("Admission"). The New Common Shares will rank pari passu in all respects with the Common Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Common Shares following Admission. It is expected that such Admission will become effective, and that dealings on AIM will commence, at 7.00 a.m. on 13 March 2019.

 

Expected timetable

 

Announcement of the Fundraising	28 February 2019
Admission and commencement of dealings in the Enlarged Share Capital expected to commence on AIM	13 March 2019

 

Each of the times and dates above is subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.

 

 

Current Trading and Outlook

 

The Company made the following announcement on 13 February 2018 by way of a trading update in respect of the 2018 financial year:

 

"MYCELX Technologies Corporation (AIM: MYX), the clean water technology company providing patented solutions for the Oil and Gas market and commercial industrial markets worldwide, is pleased to announce record revenue, EBITDA and net profit in 2018, according to its preliminary unaudited results.

The Company exceeded previous guidance by achieving $26.95m in revenue, EBITDA of $5.59m and $3.07m in net profit thanks to an increase in activity in the final month of the year. The financial information presented has been extracted from the unaudited results and could be subject to possible change following the completion of the Company's year-end audit process. MYCELX's final fully audited results are expected to be released in May 2019. These results confirm 2018 as the most successful in the Company's history and are significantly ahead of MYCELX's original revenue guidance of $21.5 million to $22.5 million for 2018.  Subject to current market conditions continuing, the Company expects its ongoing momentum will raise 2019 revenue higher than the record levels achieved in 2018".

Commenting on the market update, Connie Mixon, CEO said:

"I am very pleased with the considerable commercial progress MYCELX made during 2018, resulting in almost doubling the Company's revenues over 2017.  Underpinning these results is the strong performance of the Company in Saudi Arabia where the team have generated momentum from repeated successful deployments of our rental fleet to meet customers' urgent requirements. We are looking forward to our focussed business development efforts continuing to convert a pipeline of opportunities into further purchase orders in 2019."

The Company remains encouraged by the interaction it continues to have with potential new and existing customers. 

 

 

 

Background to and reasons for the Fundraising and intended Use of Proceeds

 

As indicated in the trading update announcements in October 2018, November 2018 and February 2019, the Company has experienced stronger than expected demand for its short-term water treatment services and Rapid Response system in Saudi Arabia. As a consequence of the increased demand, utilisation rates of the rental fleet in Saudi Arabia have breached 75 per cent during the last four months. The Saudi market presents significant opportunities for growth in rental revenues, not least in the relationship with SABIC, which consists of 19 affiliates and 22 associate companies, five of which represent repeat customers for MYCELX. To capitalise on the increased demand and to enable future expansion, MYCELX aims to use the proceeds of the Fundraising to expand equipment inventory. 

 

The Placing will be conducted by way of an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement in accordance with the terms and conditions set out in Appendix II. The New Common Shares are not being made available to the public. Details of the number of New Common Shares and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The Placing will not be underwritten.

 

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms and on Admission of the New Common Shares occurring at or before 8:00 a.m. (London time) on 13 March 2019 (or such later time and/or date, not being later than 8:00 a.m. (London time) on 27 March 2019, as the Company and Cantor Fitzgerald Europe may otherwise agree.

 

It is intended that Admission of the New Common Shares to trading on AIM will occur on 13 March 2019.

 

Upon Admission, the New Common Shares issued in the Placing will trade in the Company's new restricted line of Common Stock under the symbol MYXR, and the New Common Shares, as represented by depositary interests ("Depository Interests"), will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S" and ISIN USU624551151. The Company also maintains an unrestricted line of Common Shares trading under the existing symbol MYX with ISIN US62847T2024.

 

*Exchange rate of GBP:USD 1.3181

 

For further information, please contact:

MYCELX Technologies Corporation
Connie Mixon, Chief Executive Officer	+1 770 534 3118
Kim Slayton, Chief Financial Officer
Cantor Fitzgerald Europe (NOMAD, Broker and Bookrunner)
David Porter Richard Salmond	+44 207 894 7000
Celicourt Communications
Mark Antelme	+44 20 7520 9266
Jimmy Lea

 

 

About MYCELX

 

MYCELX is a revolutionary oil-free water technology company solving the world's toughest oil removal problems in the oil and gas industry. The systems are based upon scientific breakthrough for a completely different approach to permanent oil removal. The Company created the patented MYCELX polymer using innovative molecular cohesion for removing oil from water far beyond what conventional systems have ever achieved. MYCELX systems remove oil to critically low levels in a much smaller physical footprint than conventional systems. Learn more about the Company by visiting https://www.MYCELX.com/. 

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT (INCLUDING ITS APPENDICES) (TOGETHER, THIS "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) ("US PERSONS") OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND/OR THE SUBSCRIPTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A) AND (B), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE NEW COMMON SHARES HAVE NOT BEEN, AND ARE NOT EXPECTED TO BE, REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF APPLICABLE SECURITIES LEGISLATION.  ACCORDINGLY, SUBJECT TO CERTAIN EXCEPTIONS, THE NEW COMMON SHARES MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR REPUBLIC OF SOUTH AFRICA.

FURTHERMORE, THE NEW COMMON SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NEW COMMON SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-US PERSONS IN ''OFFSHORE TRANSACTIONS'' (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION 903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES ACT.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Japan, any province of Canada, Australia, the Republic of South Africa or any other jurisdiction in which the same would be unlawful.  No public offering of the New Common Shares is being made in any such jurisdiction.

The distribution of this Announcement and/or the Placing and/or offer of the Placing Common Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Cantor Fitzgerald Europe or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the New Common Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Common Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Cantor Fitzgerald Europe to inform themselves about and to observe any such restrictions.

The New Common Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Cantor Fitzgerald Europe ("Cantor") is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for MYCELX Technologies Corporation (the "Company") and no one else in connection with the proposed Placing. Cantor will not be responsible to anyone (including any subscribers for such Common Shares) (the "Placees" and each, a "Placee") other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to herein (together, these "Terms and Conditions").

 

Information for distributors

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Common Shares the subject of the Placing have been subject to a product approval process, which has determined that the New Common Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the New Common Shares may decline and investors could lose all or part of their investment; the New Common Shares offer no guaranteed income and no capital protection; and an investment in New Common Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cantor will only procure investors who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Common Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Common Shares and determining appropriate distribution channels.

 

Forward-looking statements

 

This announcement contains statements about MYCELX Technologies Corporation that are or may be deemed to be "forward-looking statements".

 

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of MYCELX Technologies Corporation.

 

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), MYCELX Technologies Corporation does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to MYCELX Technologies Corporation or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of MYCELX Technologies Corporation at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

 

 

 

 

 

 

APPENDIX I

 

FURTHER DETAILS OF THE FUNDRAISING

 

 

Details of the Placing and Subscription

 

The Company has today announced that it is conditionally raising, in aggregate, up to $1.8 million (before expenses) by way of a Placing of up to 577,246 New Common Shares and a Subscription for 26,387 New Common Shares with certain new and existing investors representing 3.1 per cent. of the Company's issued share capital as enlarged by the New Common Shares ("Enlarged Share Capital"), at an Issue Price of 230 pence per New Common Share.

 

The Issue Price represents a discount of approximately 6.1 per cent. to the closing price of 245 pence on 27 February 2019, being the last business day prior to the publication of the announcement of the Fundraising. The Board unanimously agrees that the level of discount and method of issue are appropriate to secure the investment necessary in order to provide funds for the growth and development of the Company.

 

The Placing is being conducted in accordance with Regulation S of the US Securities Act of 1933, as amended, for offerings outside the United States by both U.S. and foreign issuers. As such, the New Common Shares issued in the Placing will be subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S.

 

The Placing and Subscription are conditional on, inter alia:

 

·      the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

·      Admission becoming effective by no later than 08.00 a.m. on 13 March 2019 (or such time and / or date, being no later than 27 March 2019, as the Company and Cantor Fitzgerald Europe may agree).

 

Accordingly, if any of these conditions are not satisfied or, if applicable, waived, the Placing and Subscription will not proceed.

 

In connection with the Subscription, the subscribers intend to enter into subscription agreements (the "Subscription Agreements") with the Company, which will be conditional, inter alia, on Admission, to subscribe for an aggregate of 26,387 New Common Shares at the Issue Price.

 

 

The Placing Agreement

 

On 27 February 2019, the Company and Cantor Fitzgerald Europe entered into the Placing Agreement, pursuant to which the Company has appointed Cantor Fitzgerald Europe as the Company's agent to use its reasonable endeavours to procure placees. The Placing is not being underwritten by Cantor Fitzgerald Europe or by anyone else. The Company has agreed to pay Cantor Fitzgerald Europe certain commissions and fees together with reimbursement of certain costs and expenses in connection with its appointment.

 

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Cantor's obligations under the Placing Agreement in relation to Admission are conditional on certain conditions, including inter alia:

 

a)    the Company having complied with certain specified obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission) including the Company allotting, conditional on Admission, the New Common Shares subject to the by-laws of the Company;

 

b)    the delivery to Cantor of certain documentary conditions precedent; and

 

c)    Admission of the New Common Shares occurring at or before 8:00 a.m. (London time) on 13 March 2019 (or such later time and/or date, not being later than 8:00 a.m. (London time) on  27 March 2019, as the Company and Cantor may otherwise agree);

 

The Placing Agreement contains customary warranties given by the Company concerning the accuracy of information given in this announcement and any presentation to participants in the Placing in respect of the Fundraising as well as other matters relating to the Company and its business. The Placing Agreement is terminable by Cantor Fitzgerald Europe in certain circumstances, including force majeure or in the event of a material adverse change to the business of the Company. If this right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

 

The New Common Shares will be allotted and credited as fully paid and will be identical in all respects with the Common Shares although the New Common Shares issued in the Placing will be subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S.

 

Bookbuild

 

The Placing will be conducted by way of the Bookbuild which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II. The New Common Shares are not being made available to the public. Details of the number of New Common Shares and approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The Placing is not being underwritten by Cantor Fitzgerald Europe.

 

Admission

 

Application will be made to the London Stock Exchange for the New Common Shares to be admitted to trading on AIM. It is expected that Admission in respect of the New Common Shares will occur and dealings will commence in such shares of New Common Shares on 13 March 2019 at 8.00 a.m. (or such later date as Cantor Fitzgerald Europe and the Company may agree, being not later than 8.00 a.m. on 27 March 2019).

 

As noted below in "Dealing and Settlement", upon Admission, the New Common Shares issued in the Placing will trade in the Company's new restricted line of Common Shares under the symbol MYXR, and the New Common Shares (as represented by Depository Interests) will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S" and ISIN USU624551151.

 

US Securities Law Restrictions

 

The New Common Shares have not been, and will not be, registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States. The New Common Shares issued in the Placing will be offered or sold only to non-US Persons in "offshore transactions" as defined in and pursuant to Regulation S or otherwise in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act.

The New Common Shares offered to non-US Persons in the Placing will be subject to the conditions listed under Section 903(b)(3), or Category 3, of Regulation S. Under Category 3, Offering Restrictions (as defined under Regulation S) must be in place in connection with the Placing and additional restrictions are imposed on resales of the New Common Shares. The New Common Shares will be "restricted securities" as defined in Rule 144. Purchasers of the New Common Shares may not offer, sell, pledge or otherwise transfer New Common Shares, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Rules 901 to 905 (including the Preliminary Notes) of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. All New Common Shares sold to non-US persons in "offshore transactions" will be subject to these restrictions until the expiration of the Distribution Compliance Period. Hedging transactions in the New Common Shares may not be conducted, directly or indirectly, unless in compliance with the Securities Act.

Dealing and Settlement

The New Common Shares will be allotted and issued fully paid and will, on issue, be identical in all respects to the Company's existing Common Shares, free from all liens, charges and encumbrances of any kind. Application will be made to the London Stock Exchange for the New Common Shares to be admitted to trading on AIM, which is expected to occur on or around 13 March 2019.

Upon Admission, the New Common Shares issued in the Placing will trade in the Company's new restricted line of Common Shares under the symbol MYXR, and the New Common Shares, as represented by Depository Interests, will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S" and ISIN USU624551151. The Company also maintains an unrestricted line of Common Shares trading under the existing symbol MYX with ISIN US62847T2024.

The New Common Shares held in CREST and the Common Shares of any affiliates held in certificated form will bear a legend (electronically in the case of the former) stating, inter alia, that the New Common Shares may not be offered or sold or otherwise transferred in the absence of registration under the Securities Act, unless the transaction is exempt from, or not subject, to the registration requirements of the Securities Act and that resales or reoffers of the New Common Shares made offshore in reliance on Regulation S may not be offered or sold to, or for the account or benefit of, US Persons during the Distribution Compliance Period.

Upon expiration of the Distribution Compliance Period, the Company intends to transfer the New Common Shares held by non-affiliates (including those holders who are affiliates only by virtue of their position as an officer or director of the Company) to the unrestricted line of Common Stock (MYX).

 

 

 

 

APPENDIX II

 

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

 

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE NEW COMMON SHARES (OR DEPOSITARY INTERESTS REPRESENTING THEM) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE NEW COMMON SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE NEW COMMON SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW COMMON SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

 

Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire New Common Shares, including any individuals, funds or others on whose behalf a commitment to acquire New Common Shares is given (the "Placees"), will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for New Common Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

 

In particular each such Placee represents, warrants and acknowledges that:

 

a)   it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Common Shares that are allocated to it for the purposes of its business; and

 

b)   if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, any New Common Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA which has implemented the Prospectus Directive, or in circumstances in which the prior consent of Cantor has been given to each such proposed offer or resale.

 

Details of the Placing Agreement, the New Common Shares and the Bookbuild

 

Cantor Fitzgerald Europe ("Cantor)" is acting as broker in connection with the Placing and has entered into the Placing Agreement with the Company under which it has agreed to use its reasonable endeavours to procure Placees to take up the New Common Shares, on the terms and subject to the conditions set out therein.

 

Cantor will today commence the bookbuilding process to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any New Common Shares.

 

Cantor shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.

 

The New Common Shares will, as from the date when they are issued, be fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Common Shares after Admission respectively and otherwise rank pari passu in all respects with, and be identical to, the existing Common Shares then in issue.

 

Application for listing and admission to trading

 

Application will be made to the London Stock Exchange for the New Common Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Common Shares, will commence at 8.00 a.m. on 13 March 2019.

Participation in, and principal terms of, the Placing

 

1.    Cantor is arranging the Placing as agent of the Company.

 

2.    Participation will only be available to persons who may lawfully be, and are, invited to participate by Cantor. Cantor is entitled to enter bids as principal in the Bookbuild.

 

3.    The Issue Price and the final number of New Common Shares will be agreed between Cantor and the Company following completion of the Bookbuild. The Issue Price and the final number of New Common Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

 

4.    To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Cantor. Each bid should state the number of New Common Shares which the prospective Placee wishes to acquire at the Issue Price ultimately established by the Company and Cantor or at prices up to a price limit specified in its bid. Bids may be scaled down on the basis referred to in paragraph 7 below.

 

5.    The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 28 February 2019, but may be closed earlier or later, at the discretion of Cantor. Cantor may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

 

6.    Each Placee's allocation will be confirmed to Placees orally by Cantor following the close of the Bookbuild, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Cantor's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Cantor and the Company, pursuant to which such Placee agrees to acquire the number of New Common Shares allocated to it and to pay or procure payment of the relevant Issue Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.

 

7.    Subject to paragraphs 3 and 4 above, Cantor will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the New Common Shares.

 

8.    A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Cantor's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Cantor, to pay or procure to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Common Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to Cantor and the Company.

 

9.    Except as required by law or regulation, no press release or other announcement will be made by Cantor or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

 

10.   Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Common Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

 

11.   All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

 

12.   By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by Cantor.

 

13.   To the fullest extent permissible by law, neither Cantor, the Company nor any of their respective affiliates or persons acting on behalf of any of them shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Cantor, nor the Company, nor any of their respective affiliates or persons acting on behalf of any of them shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Cantor's conduct of the Bookbuild or of such alternative method of effecting the Placing as Cantor and the Company may agree. Nothing in this paragraph or otherwise this Placing excludes liability of any person for fraud or fraudulent misrepresentation made by that person.

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Cantor's obligations under the Placing Agreement in relation to Admission are conditional on certain conditions, including inter alia:

 

a)    the Company having complied with certain specified obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission) including the Company allotting, conditional on Admission, the New Common Shares subject to the by-laws of the Company;

 

b)    the delivery to Cantor of certain customary documentary conditions precedent; and

 

c)    Admission of the New Common Shares occurring at or before 8:00 a.m. (London time) on 13 March 2019 (or such later time and/or date, not being later than 8:00 a.m. (London time) on  27 March 2019, as the Company and Cantor may otherwise agree);

 

If: (i) any of the conditions contained in the Placing Agreement in relation to Admission, including those described above, are not fulfilled or (where applicable) waived or extended in writing by Cantor by the relevant time or date specified (or such later time or date as the Company and Cantor may agree); or (ii) prior to Admission the Placing Agreement is terminated in accordance with its terms including, inter alia, in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the New Common Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

 

Cantor may, at its discretion, extend the time for satisfaction of, or waive compliance by the Company with, the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

Cantor shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cantor.

 

Right to terminate under the Placing Agreement

 

Cantor is entitled, at any time before Admission to terminate the Placing Agreement in accordance with its terms in certain limited circumstances including, inter alia:

 

a)    the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or

 

b)    it comes to the notice of Cantor that any statement contained in the certain Placing documents was untrue, incorrect or misleading at the date of the Placing documents in any respect which Cantor considers to be material in the context of the Placing and/or Admission; or

 

c)    it comes to the notice of either of Cantor that any of the warranties given by the Company was not at any time from the date of the Placing Agreement up to Admission true and accurate in any respect which Cantor considers to be material in the context of the Placing and/or Admission by reference to the facts subsisting at the time.

 

By participating in the Placing, Placees agree that the exercise by Cantor of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cantor and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

 

No Prospectus

 

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing.

 

Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and subject to the further terms set forth in the contract note to be provided to individual Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously published by the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Cantor or any other person and neither of the Company or Cantor nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.

 

Registration and Settlement

 

Settlement of transactions in the New Common Shares (ISIN: USU624551151) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"). Subject to certain exceptions, Cantor and the Company reserve the right to require settlement for, and delivery of, the New Common Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

Each Placee allocated New Common Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Cantor stating the number of New Common Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Cantor and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the New Common Shares that it has in place with Cantor.

 

It is expected that settlement for the New Common Shares will be on 13 March 2019 in accordance with the instructions set out in the trade confirmation. 

 

Each Placee is deemed to agree that, if it does not comply with these obligations, Cantor may sell any or all of the New Common Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor's account and benefit, an amount equal to the aggregate amount owed by the Placee. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such New Common Shares on such Placee's behalf.

 

If New Common Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as New Common Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Common Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

 

Representations, Warranties and Further Terms

 

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably:

 

1.    represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of New Common Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

 

2.    acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the New Common Shares;

 

3.    acknowledges that the Placing does not constitute a recommendation or financial product advice and neither Cantor has had regard to its particular objectives, financial situation or needs;

 

4.    acknowledges that neither Cantor nor the Company, nor any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the New Common Shares or the Company other than this Announcement; nor has it requested  Cantor, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

 

5.    acknowledges that the Common Shares are listed on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices under the AIM Rules, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access to such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;

 

6.    acknowledges that the content of this Announcement is exclusively the responsibility of the Company and neither Cantor, nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire New Common Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Common Shares and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by Cantor or the Company nor any of their respective affiliates, agents, directors, officers or employees and none of Cantor or the Company or any such affiliate, agent, director, officer or employee will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;

 

7.    acknowledges and agrees that it may not rely, and has not relied, on any investigation that either Cantor, any of their affiliates or any person acting on their behalf, may have conducted with respect to the New Common Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the New Common Shares or the accuracy, completeness or adequacy of the information from the London Stock Exchange or any other information; each Placee further acknowledges that it has conducted its own investigation of the Company and the New Common Shares and has received all information it believes necessary or appropriate in connection with its investment in the New Common Shares;

 

8.    acknowledges that it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the New Common Shares;

 

9.    acknowledges that none of Cantor, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;

 

10.   represents and warrants that (i) the New Common Shares have not been, and will not be, registered under the Securities Act; (ii) it is and, at the time the New Common Shares are acquired, will be either (a) outside the United States and acquiring the New Common Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; or (b) a QIB, which is acquiring the New Common Shares for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the New Common Shares for its own account; (iii) if acquiring the New Common Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings and acknowledgements herein on behalf of each such person; (iv) it is not acquiring the New Common Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D of the Securities Act; and (v) it will not publish, distribute or transmit this Announcement or any other document or information related to the Placing, by any means or media, directly or indirectly, in whole or in part, in or into the United States;

 

11.   acknowledges that in making any decision to acquire New Common Shares it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the New Common Shares, (ii) will not look to either Cantor for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the New Common Shares, (iv) is able to sustain a complete loss of an investment in the New Common Shares and (v) has no need for liquidity with respect to its investment in the New Common Shares;

 

12.   undertakes, unless otherwise specifically agreed with Cantor, that it is not and at the time the New Common Shares are acquired, neither it nor the beneficial owner of the New Common Shares will be, a resident of Australia, Canada, Japan or South Africa and further acknowledges that the New Common Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;

 

13.   acknowledges that the New Common Shares have not been and will not be registered, and that a prospectus will not be cleared in respect of any of the New Common Shares, under the securities laws or legislation of the United States or any state or jurisdiction thereof, Australia, Canada, Japan, or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;

 

14.   represents and warrants that the issue to it, or the person specified by it for registration as holder, of New Common Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Common Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Common Shares into a clearance service;

 

15.   represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation (EU) No. 596/2014 ("MAR") and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

 

16.   where a Placee is acting as agent for discretionary managed clients, Cantor and the Company acknowledge that:

 

(a)      the Placee is acting at all times as agent for and on behalf of certain discretionary managed clients of whom it has discretionary management authority (the "Funds");

(b)      the Placee shall have no liability as principal to acquire and pay for the New Common Shares allocated to it as agent for and on behalf of the Funds or in respect of each Fund's obligations under the Placing who will hold the New Common Shares through a custodian; and

(c)      all representations, warranties and undertakings are given by the Placee as agent and not as principal;

17.   represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person;

 

18.   if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents, warrants and undertakes that the New Common Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Cantor has been given to the offer or resale;

 

19.   represents, warrants and undertakes that it has not offered or sold and will not offer or sell any New Common Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services & Markets Act 2000 ("FSMA");

 

20.   represents, warrants and undertakes that it has not offered or sold and will not, prior to Admission, offer or sell any New Common Shares to persons in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public (within the meaning of the Prospectus Directive) in any member state of the EEA;

 

21.   represents, warrants and undertakes that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Common Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

 

22.   represents, warrants and undertakes that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Common Shares in, from or otherwise involving the United Kingdom;

 

23.   represents and warrants, if in a member state of an Economic Area, unless otherwise specifically agreed with Cantor in writing, that it is a "Qualified Investor";

 

24.   represents and warrants, if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise lawfully be communicated;

 

25.   acknowledges and agrees that no action has been or will be taken by either the Company or Cantor or any person acting on behalf of the Company or Cantor that would, or is intended to, permit a public offer of the New Common Shares in any country or jurisdiction where any such action for that purpose is required;

 

26.   represents and warrants that it and any person acting on its behalf is entitled to acquire the New Common Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that, to the best of its knowledge and belief it has not taken any action or omitted to take any action which will or may result in Cantor, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

 

27.   undertakes that it (and any person acting on its behalf) will make or procure payment in respect of the New Common Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant New Common Shares may be placed with other acquirers or sold as Cantor may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Issue Price and the number of New Common Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any penalties) which may arise upon such placing or sale of such Placee's New Common Shares;

 

28.   acknowledges that neither Cantor, nor any of its affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Cantor in connection with its participation in the Placing and that Cantor has no duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

29.   undertakes that the person whom it specifies for registration as holder of the New Common Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Cantor nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement;

 

30.   acknowledges that these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make or procure payment for the New Common Shares may be taken by either the Company or either Cantor in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

31.   except as set out in clause 32 below, represents and warrants that it has neither received nor relied on any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing New Common Shares on the basis of material non-public information;

 

32.   if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

 

33.   if it is a pension fund or investment company, its purchase of New Common Shares is in full compliance with applicable laws and regulations;

 

34.   agrees that the Company and Cantor and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to Cantor on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Cantor to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

 

35.   neither of the Company nor Cantor owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement; and

 

36.   its commitment to take up New Common Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company or Cantor's conduct of the Placing.

 

The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company and Cantor and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor Cantor owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

 

The agreement to allot and issue New Common Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Common Shares in question. Such agreement also assumes that the New Common Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Common Shares into a clearance service.

 

The Company and Cantor are not liable to bear any transfer taxes that arise on a sale of New Common Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify Cantor accordingly.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any New Common Shares or the agreement by them to acquire any New Common Shares.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Cantor or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the New Common Shares.

 

When a Placee or person acting on behalf of the Placee is dealing with Cantor, any money held in an account with Cantor on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules.

 

All times and dates in this Announcement may be subject to amendment. Cantor shall notify the Placees and any person acting on behalf of the Placees of any changes.