THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANGLE PLC IN ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE UNLAWFUL.
25 June 2019
ANGLE plc
("ANGLE" or the "Company")
Accelerated bookbuild to raise gross proceeds of £18.0 million
ANGLE plc (AIM:AGL OTCQX:ANPCY), a world-leading liquid biopsy company, today announces a conditional Placing to raise gross proceeds of £18.0 million at 61.5 pence (the "Issue Price") per New Ordinary Share (the "Placing"), through finnCap and WG Partners, acting as joint brokers to the Company alongside Beech Hill Securities ("Beech Hill") who are acting as US broker to the Company.
ANGLE Founder and Chief Executive, Andrew Newland, commented:
"We are grateful for the strong support of existing and new shareholders as we build our business to address the global liquid biopsy market. As well as strengthening the Company's balance sheet in preparation for negotiating corporate partnerships, the proceeds from the Placing will allow us to establish a clinically approved service laboratory to drive business from pharmaceutical drug trials and accelerate use of the Parsortix system for treating patients."
Placing highlights:
• Placing to raise gross proceeds of £18.0 million at a price of 61.5 pence per New Ordinary Share
• The Placing consists of 29,268,294 New Ordinary Shares ("Placing Shares")
• The Placing is being conducted through an accelerated book build process, which will open with immediate effect following this Announcement
• Proceeds of Placing are to be used as follows:
- £2 million to enable key product development including enhancements to the Parsortix system, development of a proprietary Parsortix harvest chip and a sample-to-answer imaging solution inter alia to progress the Abbott partnership;
- £2 million to establish a service laboratory to support pharma services and accelerate clinical adoption;
- £1 million to develop techniques for culturing CTCs for drug testing;
- £2 million to establish a breast cancer remission monitoring study; and
- £11 million to strengthen the balance sheet in preparation for negotiation of potential corporate partnership deals and provide working capital extending the runway significantly beyond the expected timeframe for potential FDA clearance and completion of the ovarian cancer clinical study.
• Issue Price represents the closing mid-market price of an Ordinary Share of 61.5 pence on 24 June 2019 (being the last practicable date prior to this Announcement)
• Placing Shares will represent approximately 16.94 per cent of the Company's Enlarged Issued Share Capital
• The issue of the Placing Shares is subject to, inter alia, the passing of the Resolutions at a General Meeting
• The General Meeting is expected to be held at 10:00 a.m. on 12 July 2019 at the offices of the Company at 10 Nugent Road, The Surrey Research Park, Guildford, Surrey GU2 7AF
• Further details about the background to and reasons for the Placing are set out below
• Further details of the Terms and Conditions of the Placing are set out in the appendix to this Announcement
For further information:
ANGLE plc |
+44 (0) 1483 343434 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director |
|
finnCap Ltd (NOMAD and Joint Broker) Corporate Finance - Carl Holmes, Simon Hicks, Max Bullen-Smith Corporate Broking - Alice Lane, Sunila de Silva |
+44 (0)20 7220 0500 |
WG Partners (Joint Broker) Nigel Barnes, Nigel Birks, Andrew Craig, Chris Lee |
+44 (0) 203 705 9330 |
Beech Hill Securities (US Broker) Thomas Lawrence |
+1 646 574 3171 |
FTI Consulting Simon Conway, Ciara Martin Matthew Ventimiglia (US) |
+44 (0) 203 727 1000 |
This Announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. Due to the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
Important notice
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). This Announcement has been issued by and is the sole responsibility of the Company. The information in this Announcement is subject to change.
This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States. Subject to certain exceptions, the securities referred to herein are being offered only outside of the United States pursuant to Regulation S of the Securities Act and may not be reoffered, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
No public offering of securities is being made in the United States. This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, the Republic of Ireland or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
finnCap is authorised and regulated by the Financial Conduct Authority in the United Kingdom. finnCap is acting solely as nominated adviser, joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by FSMA or the regulatory regime established thereunder, finnCap accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. finnCap accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
WG Partners is authorised and regulated by the Financial Conduct Authority in the United Kingdom. WG Partners is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WG Partners by FSMA or the regulatory regime established thereunder, WG Partners accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. WG Partners accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
In connection with the Placing, finnCap, WG Partners and their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company ("Ordinary Shares") and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by finnCap, WG Partners and any of their respective affiliates acting as investors for their own accounts. In addition, finnCap, WG Partners or their respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Neither finnCap nor WG Partners have any intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. No undue reliance should be placed upon forward-looking statements. These forward looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules for Companies.
Information to 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 Placing Shares have been subject to a product approval process, which has determined that the Placing 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 Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing 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, finnCap and WG Partners 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
1. Introduction
The Board announces today that it proposes to raise gross proceeds of £18.0 million by way of a Placing with new and existing investors through finnCap, nominated adviser to the Company and joint broker to the UK Placing and WG Partners, joint broker to the UK Placing and also by way of a US Placing through Beech Hill Securities, broker to the US Placing (the UK Placing and US Placing together, the "Placing").
The Placing is conditional, inter alia, on the passing of the Resolutions by the Shareholders at the General Meeting. Following the passing of the Resolutions at the General Meeting, the Company proposes to allot (conditional on, inter alia, Admission) 29,268,294 Placing Shares.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. In accordance with the conditions of the Placing, subject to the terms of the Placing Agreement, it is expected that admission to trading on AIM and dealings in the New Ordinary Shares will commence on or around 15 July 2019.
Issue Price represents the Company's closing mid-market price of an Ordinary Share of 61.5 pence on 24 June 2019 (being the last practicable date prior to the announcement of the Placing).
A Circular is expected to be posted to shareholders following the close of the Bookbuilding process and will explain the background to and reasons for the Placing, why the Board considers the Placing to be in the best interests of the Company and its Shareholders as a whole, and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of the 7,758,518 Ordinary Shares held, directly or indirectly, by them representing approximately 5.41 per cent. of the total voting rights of the Company.
2. Background to the Company, reasons for the Placing
ANGLE is a world-leading player in the liquid biopsy market commercialising a platform technology that can capture rare cells circulating in blood, such as cancer cells, even when they are few in number such as one cell in one billion blood cells and harvest these cells for analysis. Such cancer cells are known as circulating tumour cells ("CTCs"). ANGLE's cell separation technology, known as the Parsortix system, harvests CTCs through a liquid biopsy, with the patient only subjected to a simple blood test.
The Parsortix system is the subject of granted patents in the United States, Europe, Australia, Canada, China, India, Japan and Mexico and a number of related patents being progressed worldwide. The system is based on a microfluidic device that captures CTCs based on a combination of their larger size and lack of compressibility. The Parsortix system is well established with strong positive evaluations from leading cancer research centres and is working with these cancer centres to demonstrate key clinical applications. In H1 2019, the enrolment of ANGLE's Parsortix system FDA (as defined below) clinical study (as defined below) for metastatic breast cancer completed, this entailed enrolment of all of the required 400 evaluable subjects. As announced on 7 March 2019, ANGLE's United States Food and Drug Administration ("FDA") clinical Study has achieved its primary objective to demonstrate the ability of the Parsortix system to capture and harvest cancer cells from the blood of a significant proportion of metastatic breast cancer patients.
The analysis of the CTCs that can be harvested from patient blood using the Company's Parsortix system has the potential to help deliver personalised cancer care offering profound improvements in clinical and health economic outcomes in the treatment and diagnosis of various forms of cancer. The Parsortix system is designed to be compatible with existing major medtech analytical platforms and to act as a companion diagnostic for use by major pharma in helping to identify patients that will benefit from a particular drug and then monitoring the drug's effectiveness.
ANGLE is intending to make a submission for FDA Class II clearance for metastatic breast cancer in early Q4 CY2019 with the prospect of FDA clearance in early 2020. At present, if FDA clearance were granted, then this would make Parsortix only the third liquid biopsy with FDA clearance and the first ever FDA clearance for a CTC harvesting platform for subsequent analysis. There is no guarantee that FDA clearance will be granted.
ANGLE has established formal collaborations and partnerships with world-class cancer centres and is working with these cancer centres to demonstrate key applications for its Parsortix system's non-invasive cancer diagnostic system as a liquid biopsy. The Company's key customers and collaborators include: Barts Cancer Institute, Cancer Research UK, Fraunhofer ITEM, Houston Methodist, MD Anderson, Medical University of Vienna, Robert H Lurie Comprehensive Cancer Center of Northwestern University, Hellenic Republic National and Kapodistrian University of Athens, University of Basel, University of Dusseldorf, The University Medical Center Hamburg-Eppendorf, University of Rochester Wilmot Cancer Center and USC Norris Comprehensive Cancer Center. Key opinion leaders and customers have also been presenting the results of their work using the Parsortix system across a range of cancer indications and which the Company believes provides further validation of the wide-reaching potential of the Parsortix system over the medium term.
2019 Highlights
Q2 CY2019 saw positive results from the 400 subject ANG-002 clinical study (the "Study") that was designed to support a submission to the FDA seeking Class II regulatory clearance for ANGLE's Parsortix system for the intended use with metastatic breast cancer patients.
The Study achieved its primary objective to demonstrate the ability of the Parsortix system to capture and harvest cancer cells from the blood of a significant proportion of metastatic breast cancer patients. The Study further achieved its exploratory goals by demonstrating that the cells harvested from patient blood using the Parsortix system could be interrogated using different subsequent analysis techniques.
In June 2019 the first phase of ANGLE's ovarian cancer clinical verification study (the "Pre-Study") reported positive results. The Pre-Study comprised the evaluation of blood samples from 26 Stage III/IV ovarian cancer patients and 28 healthy volunteers using ANGLE's sample-to-answer molecular solution. Parsortix harvested circulating tumour cells and HyCEAD-Ziplex performed multiplex ribonucleic acid ("RNA") expression analysis of those cells.
The observed discrimination between cancer patients and healthy volunteers suggests the potential for both high sensitivity (correctly detecting cancer) and high specificity (correctly detecting no cancer). This 200 patient study is expected to start in early Q3 CY2019 and is projected to complete in Q1 CY2020. Project timelines assume a similar enrolment rate to the previous 200 patient pelvic mass study conducted by the same clinical centre but patient enrolment is outside of the Company's control.
The key reasons for the Placing are to build on the Company's leading position in the liquid biopsy market by strengthening the balance sheet and working capital position, providing funding to expand product development activities, establish a service laboratory, develop techniques for culturing CTCs and establish a breast cancer remission monitoring study. ANGLE is following a De Novo FDA process for Parsortix without a predicate device. Consequently there is inherent uncertainty over the timing of the process and its ultimate success.
Further details of the use of proceeds of the Placing are set out in paragraph 3 below.
3. Use of Proceeds
The gross proceeds of the Placing are expected to be used as follows:
· £2 million to enable key product development including enhancements to the Parsortix system, development of a proprietary Parsortix harvest chip and a sample-to-answer imaging solution inter alia to progress the Abbott partnership;
· £2 million to establish a service laboratory to support pharma services and accelerate clinical adoption;
· £1 million to develop techniques for culturing CTCs for drug testing;
· £2 million to establish a breast cancer remission monitoring study; and
· £11 million to strengthen the balance sheet in preparation for negotiation of potential corporate partnership deals and provide working capital extending the runway significantly beyond the expected timeframe for potential FDA clearance and completion of the ovarian cancer clinical study.
The Placing is intended to build on the Company's leading position in the liquid biopsy market by providing funding to:
· enable key product development activities including enhancements to the Parsortix system, development of a proprietary Parsortix harvest chip to mitigate cell loss in procedures to place cells on slides for imaging, and development of a sample-to-answer imaging solution inter alia to progress the Abbott partnership;
· establish a service laboratory to support pharma services and accelerate clinical adoption. This is intended to accelerate revenue development through pharma services and private payer clinical services and to act as a demonstrator for Parsortix clinical applications supporting product sales and corporate partnerships. Progress with payers and reimbursement codes will also be accelerated;
· develop techniques for culturing CTCs for drug testing;
· establish a breast cancer remission monitoring study; and
· strengthen the balance sheet in preparation for negotiation of potential corporate partnership deals and provide working capital extending the runway significantly beyond the expected timeframe for potential FDA clearance and completion of the ovarian cancer clinical study (again, there is no guarantee that any FDA clearance will be granted).
4. Current Trading
The Company has maintained a tight focus on executing its strategy for commercialisation of the Parsortix system. It has seen positive results from its 400 subject FDA clinical study having achieved its primary objective to demonstrate the ability of the Parsortix system to capture and harvest cancer cells from the blood of a significant proportion of metastatic breast cancer patients. Exploratory goals have also been achieved in the clinical study together with strong progress in the analytical studies. The Company is planning to make an FDA De Novo submission for Class II clearance in metastatic breast cancer in early Q4 CY2019 with the prospect of FDA clearance in early CY2020. The ovarian cancer pelvic mass triage test has also made strong progress. Pre-study results were recently announced confirming the success of the sample-to-answer optimisation work and this test is now moving into a 200 patient clinical verification study expected to complete in Q1 CY2020.
ANGLE has continued to generate research use sales to leading cancer translational researchers developing new applications for Parsortix and building the body of evidence as well as generating modest establishment revenues. These sales are building steadily but will likely remain limited prior to FDA clearance being received. There is no guarantee that FDA clearance will be received. In the year ended 30 April 2019, the Company generated revenues and grant income of £0.9 million, an increase of 25 per cent. on the previous year. The gross margin on revenues is expected to be in excess of 75 per cent. The Company's loss for the year ended 30 April 2019 following planned expenditure on research and development and clinical studies is expected to be approximately £9.0 million (in line with expectations) with year-end cash at £11.0 million up nearly 47 per cent from 30 April 2018 (£7.5 million).
The Company expects to release its Preliminary Results for the financial year ended 30 April 2019 on 31 July 2019 and to publish its Annual Report and Accounts in October 2019.
5. The Placing
5.1 UK Placing Structure
The Company proposes to raise approximately £9.4 million (before expenses) through the issue and allotment, conditional on Admission, of the UK Placing Shares, at the Issue Price through finnCap and WG Partners.
Issue Price represents the Company's closing mid-market price of an Ordinary Share of 61.5 pence on 24 June 2019 (being the last practicable date prior to the announcement of the Placing). The UK Placing Shares will represent approximately 8.9 per cent. of the Enlarged Issued Share Capital and will rank pari passu with the Existing Ordinary Shares. The UK Placing is not being underwritten.
5.2 US Placing Structure
The Company proposes to raise approximately £8.6 million (before expenses) through the issue and allotment, conditional on Admission, of the US Placing Shares at the Issue Price through Beech Hill Securities.
The US Placing Shares will represent approximately 8.1 per cent. of the Enlarged Issued Share Capital and will rank pari passu with the Existing Ordinary Shares. The US Placing is not being underwritten.
5.3 Further details of the Placing
If Admission of the Placing Shares does not occur, then the Company will not receive the net proceeds in respect of Admission of the Placing Shares and the Company may not be able to finance the activities referred to in this Announcement.
The Placing is conditional, inter alia, upon:
i. the Placing Agreement becoming unconditional in all respects in relation to the Placing (save for Admission) and not having been terminated;
ii. the Resolutions being passed at the General Meeting; and
iii. Admission becoming effective by not later than 8.00 a.m. on 15 July 2019 or such later date (being not later than 8.00 a.m. on 12 August 2019) as the Company, finnCap, WG Partners and Beech Hill may agree.
Pursuant to the terms of the Placing Agreement, finnCap and WG Partners as agents for the Company have agreed to use their reasonable endeavours to procure placees for the UK Placing Shares at the Issue Price and Beech Hill, as US broker, has agreed to use its reasonable endeavours to procure placees for the US Placing Shares at the Issue Price. The Placing Agreement contains warranties from the Company in favour of finnCap, WG Partners and Beech Hill in relation to, inter alia, the accuracy of the information contained in the documents relating to the Placing and certain other matters relating to the Company and its business. In addition, the Company has agreed to indemnify finnCap, WG Partners and Beech Hill in relation to certain liabilities that they may incur in respect of the Placing.
finnCap and/or WG Partners and/or Beech Hill may terminate the Placing Agreement in certain circumstances (including for breach of warranty at any time prior to Admission, if such breach is reasonably considered by finnCap and/or WG Partners and/or Beech Hill to be material in the context of the Placing) and in the event of a force majeure event or material adverse change occurring at any time prior to Admission.
6. General Meeting
A Circular explaining the background to and reasons for the Placing and containing the Notice of General Meeting is expected to be posted to Shareholders following the close of the Bookbuilding process. A copy of the Circular and the Notice of General Meeting will thereafter be made available on the Company's website: www.angleplc.com. The Notice of General Meeting will convene the General Meeting of the Company for 10:00 a.m. on 12 July 2019 at which the following Resolutions will be proposed:
Resolution 1 is proposed to grant the Directors authority to allot unissued shares in the capital of the Company in respect of the Placing; and
Resolution 2 is proposed, conditional on passing Resolution 1, to disapply statutory pre-emption rights to empower the Directors to allot equity securities pursuant to the power conferred by Resolution 1 on a non-pre-emptive basis in respect of the Placing.
The authorities granted pursuant to the Resolutions will expire on 1 September 2019 and are in addition to those granted at the annual general meeting of the Company held on 30 October 2018.
Section 551 of the Act provides that the directors of a company cannot allot new shares in its capital without the approval of its shareholders. The purpose of Resolution 1 is to give the Directors authority to allot Ordinary Shares for the purpose of the Placing. The purpose of Resolution 2 is to disapply pre-emption rights for the purpose of the Placing.
If passed, these authorities will enable the Directors to effect the Placing in respect of the New Ordinary Shares on a non-pre-emptive basis.
Resolution 1 is an ordinary resolution and requires a majority of more than 50 per cent. of the Shareholders voting to be passed.
Resolution 2 is a special resolution and requires the approval of not less than 75 per cent. of the Shareholders voting to be passed. If the Resolutions are not passed by the requisite majority, the Placing will not proceed.
Expected Timetable of Principal Events
2019
Announcement of the Placing, Bookbuild commences 25 June
Latest time and date for receipt of completed Forms of Proxy 10:00 a.m. on 10 July
Announcement of the result of the Bookbuild via a RIS 25 June
Posting of the Circular and Form of Proxy 25 June
General Meeting 10:00 a.m. on 12 July
Announcement of result of General Meeting via Regulatory Information Service 12 July
Admission and dealings in the Placing Shares to commence on AIM 15 July
CREST accounts expected to be credited for the
Placing Shares in uncertificated form 15 July
Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.
Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. References to time in this document are to London time.
Definitions
"Act" |
the Companies Act 2006 (as amended from time to time) |
"Admission" |
the admission to trading on AIM of the Placing Shares becoming effective in accordance with Rule 6 of the AIM Rules for Companies |
"AIM" |
the market of that name operated by London Stock Exchange |
"AIM Rules" |
the rules for companies with a class of securities admitted to AIM and their nominated advisers governing the admission to and operation of AIM as published by London Stock Exchange from time to time |
"Associate" |
(in relation to a company) means a subsidiary undertaking or parent undertaking of that company, and any other subsidiary undertaking of any parent undertaking of that company |
"Beech Hill" |
Beech Hill Securities, Inc., broker to the US Placing |
"Bookbuild" or "Bookbuilding" |
the offering of UK Placing Shares to UK Placees by way of an accelerated bookbuild by finnCap and WG Partners as agents for the Company |
"Business Day" |
a day not being a Saturday or a Sunday or a bank or public holiday in England on which clearing banks are open for business in the City of London |
"Circular" |
the circular in relation to the Placing to be dispatched to Shareholders following completion of the Bookbuild |
"Company" or "ANGLE" |
ANGLE plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 04985171 |
"CREST" |
the Relevant System (as defined by the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear is the Operator (as defined by the CREST Regulations) |
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (as amended) (SI 2001/3755) |
"Directors" or "Board" |
the directors of the Company, or any duly authorised committee thereof |
"Enlarged Issued Share Capital" |
the Company's issued share capital immediately after completion of the Placing |
"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST |
"Existing Ordinary Shares" |
the 143,486,522 existing Ordinary Shares at the date of this document |
"FCA" |
the Financial Conduct Authority |
"Financial Promotion Order" |
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended) |
"finnCap" |
finnCap Ltd, nominated adviser and joint broker to the UK Placing |
"finnCap Person" |
finnCap and any Associate of finnCap, any division of finnCap, and the current and former directors, officers, employees and agents of such persons |
"Form of Proxy" |
the form of proxy to be enclosed with the Circular for use by Shareholders in connection with the General Meeting |
"General Meeting" |
the general meeting of the Company expected to be convened for 10:00 a.m. on 12 July 2019 at the offices of the Company at 10 Nugent Road, The Surrey Research Park, Guildford, Surrey GU2 7AF |
"Group" |
the Company, its subsidiaries and its subsidiary undertakings |
"Issue Price" |
the price of 61.5 pence per New Ordinary Share |
"London Stock Exchange" |
London Stock Exchange plc |
"New Ordinary Shares" |
the new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing |
|
|
"Notice of General Meeting" |
the notice of the General Meeting, to be set out at the end of the Circular |
"Ordinary Shares" |
the ordinary shares of 10 pence each in the capital of the Company |
"Placees" |
the UK Placees and the US Placees |
"Placing" |
the placing of the UK Placing Shares by finnCap and WG Partners and the placing of the US Placing Shares by Beech Hill pursuant to the Placing Agreement |
"Placing Agreement" |
the conditional agreement dated 25 June 2019 between the Company, finnCap, WG Partners and Beech Hill relating to the Placing, |
"Placing Shares" |
the UK Placing Shares and the US Placing Shares |
"Prospectus Rules" |
the Prospectus Rules published by the FCA |
"Regulation S" |
Regulation S under the Securities Act |
"Resolutions" |
the resolutions to be set out in the Notice of General Meeting |
"Securities Act" |
United States Securities Act of 1933 |
"Shareholders" |
holders of Ordinary Shares |
"subsidiaries" and "subsidiary undertakings" |
have the meaning set out in section 1162 of the Act |
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
"UK Brokers" |
finnCap and WG Partners |
"UK Placees" |
persons to be procured by finnCap and WG Partners to subscribe for UK Placing Shares pursuant to the Placing Agreement |
"UK Placing" |
the proposed placing of the UK Placing Shares by the UK Brokers |
"UK Placing Shares" |
in aggregate up to 15,284,552 new Ordinary Shares proposed to be issued by the Company pursuant to the UK Placing |
"U.S." |
the United States of America, each state thereof, its territories and possessions, and all areas subject to its jurisdiction |
"US Placees" "US Placing" |
persons to be procured by Beech Hill to subscribe for US Placing Shares pursuant to the Placing Agreement the proposed placing of the US Placing Shares by Beech Hill |
"US Placing Shares" |
In aggregate, up to the 13,983,742 new Ordinary Shares proposed to be issued by the Company pursuant to the US Placing |
"WG Partners" |
WG Partners LLP, joint broker to the UK Placing |
"£" and "p" |
pounds and pence sterling, respectively, the lawful currency of the United Kingdom |
APPENDIX
TERMS AND CONDITIONS OF THE UK PLACING
For Invited UK Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE TERMS AND CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, FINNCAP AND WG PARTNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. 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) 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 (C) ARE PERSONS WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 EXCEPT PURSUANT TO 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. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
The Placing 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 a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
The Announcement (including this Appendix) will not constitute an offer or invitation to apply for or an offer or an invitation to acquire any UK Placing Shares in the United States. Any person who applies for UK Placing Shares will be deemed to have declared, warranted and agreed that they are not, and that at the time of the application they will not be, in the United States, or acting on a non-discretionary basis for a person located within the United States.
The Company, finnCap and WG Partners reserve the right to treat as invalid any application for UK Placing Shares which does not contain a warranty to the effect that the person applying for UK Placing Shares does not have a registered address and is not otherwise located in the United States and is not applying for UK Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of the UK Placing Shares in the United States or where the Company believes application for such UK Placing Shares may infringe applicable legal or regulatory requirements.
By participating in the Bookbuild and the UK Placing, each UK Placee will be deemed to have read and understood this Announcement in its entirety to be participating, making an offer and acquiring UK Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the UK Placing.
In this Appendix:
(a) "you" or "UK Placee" means any person who becomes committed through the Bookbuild to subscribe for UK Placing Shares; and
(b) terms defined elsewhere in this Announcement have the same meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. References to time in this Announcement are to London time, unless otherwise stated.
It is expected that the Placing Shares will be allotted, conditional upon Admission, on 15 July 2019, or, in any case, by such later time and/or date as the Company, finnCap, WG Partners and Beech Hill may agree, being not later than 12 August 2019 ("Long Stop Date").
2. Details of the UK Placing
finnCap and WG Partners (inter alia) have today entered into the Placing Agreement pursuant to which, subject to the conditions set out in such agreement, they have agreed to use their reasonable endeavours to procure subscribers for the UK Placing Shares at the Issue Price with certain institutional and other investors.
No element of the Placing is underwritten.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following Admission.
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. Admission is conditional upon, amongst other things, the conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that the Placing Shares will be allotted, conditional upon Admission, on 15 July 2019, or, in any case, by such later time and/or date as the Company, finnCap WG Partners and Beech Hill may agree, being not later than 12 August 2019 ("Long Stop Date").
3. Bookbuild
Each of finnCap and WG Partners are proceeding with a share placing bookbuild process for the purpose of assessing demand from institutional and other investors for subscribing for UK Placing Shares at the Issue Price and the Company then issuing those shares under the Placing to raise together with the US Placing £18 million for the Company before expenses. Each of finnCap and WG Partners are acting as the Company's agent in respect of the Bookbuild and the UK Placing.
The Bookbuild is expected to close on or before close of business on 25 June 2019 (or such earlier or later time as the Company may elect). The Company will then release an announcement through the London Stock Exchange's Regulatory Information Service confirming the number of Placing Shares to be issued and the amount to be raised under the Placing (comprising the total amount raised under both the UK Placing and the US Placing). finnCap and WG Partners will in agreement with the Company determine the basis for allocating UK Placing Shares to bids submitted to it in the Bookbuild and may at their discretion (i) accept bids, either in whole or in part, (ii) accept bids that are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as it considers appropriate. finnCap and WG Partners may carry out the UK Placing by any alternative method to the Bookbuild as they choose. Neither finnCap, WG Partners nor any other finnCap Person or WG Partners Person will have any liability to UK Placees (subject to applicable law) or to anyone else other than the Company in respect of the UK Placing or in respect of its conduct of the Bookbuild or of any alternative method that they may adopt for carrying out the UK Placing.
The Company, finnCap and WG Partners may, by agreement with each other, increase the amount to be raised through the UK Placing. The Company also reserves the right to allow officers of the Company and/or Group employees to subscribe for some of the UK Placing Shares at the Issue Price, with finnCap's and WG Partners' agreement, on substantially the same or similar terms as apply to those Relevant Persons subscribing for shares under the UK Placing.
4. Participation and settlement
Participation in the Bookbuild in respect of UK Placing Shares is only available to persons who are invited to participate in it by finnCap or WG Partners.
If you are invited to participate in the Bookbuild in respect of UK Placing Shares and wish to do so, you should communicate your bid by telephone to your usual broking contact at finnCap. Each bid should state the number of UK Placing Shares which you wish to subscribe for at the Issue Price. If your bid is successful, in whole or in part, your allocation will be confirmed orally following the close of the Bookbuild. finnCap's oral confirmation of your allocation will constitute a legally binding commitment on your part to subscribe for the number of UK Placing Shares allocated to you at the Issue Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution. As stated below, you will also receive a written confirmation.
A person who submits a bid for UK Placing Shares in the Bookbuild will not be able, without finnCap's agreement, to vary or revoke the bid before the close of the Bookbuild. Such a person will not be able, after the close of the Bookbuild, to vary or revoke a submitted bid in any circumstances.
If you are allocated UK Placing Shares in the Bookbuild, you will be sent a written confirmation stating (i) the number of UK Placing Shares allocated to you, (ii) the aggregate amount you will be required to pay for those UK Placing Shares at the Issue Price, (iii) relevant settlement information, and (iv) settlement instructions. Settlement instructions will accompany each written confirmation and, on receipt, should be confirmed back to finnCap by the date and time stated in it. Settlement of transactions in the UK Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. finnCap reserves the right to require settlement for and/or delivery to any Placee of any Placing Shares to be made by such other means as it may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement. If your UK Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.
Each UK Placee's obligations to subscribe and pay for UK Placing Shares under the UK Placing will be owed to each of the Company and finnCap. No commissions will be paid to or by UK Placees in respect of their agreement to subscribe for any UK Placing Shares.
UK Placees' commitments in respect of UK Placing Shares will be made solely on the basis of the information contained in this Announcement and on the terms contained in it. No admission document for the purposes of the AIM Rules nor any prospectus is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement, finnCap and WG Partners have agreed to use their reasonable endeavours as the Company's agent to procure subscribers for UK Placing Shares at the Issue Price and Beech Hill has agreed to use its reasonable endeavours as the Company's agent to procure subscribers for US Placing Shares at the Issue Price.
The Placing is conditional on inter alia (i) finnCap's, WG Partners' and Beech Hill's obligations under the Placing Agreement not being terminated in accordance with their terms, (ii) the passing of the Resolutions at the General Meeting of the Company, (iii) Admission taking place not later than 8.00 a.m. on 15 July 2019 or such later date (being not later than the Long Stop Date) as the Company, finnCap, WG Partners and Beech Hill may agree and (iv) finnCap's, WG Partners' and Beech Hill's obligations under the Placing Agreement becoming unconditional in all other respects. finnCap and WG Partners (acting together with Beech Hill) may extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date. If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by each of finnCap and WG Partners (acting together with Beech Hill)) by the relevant time, the Placing will lapse and your rights and obligations in respect of the Placing will cease and terminate at such time (save in respect of accrued rights and obligations).
finnCap, WG Partners or Beech Hill may terminate their obligations under the Placing Agreement prior to Admission in certain circumstances including, inter alia, following a material breach of the Placing Agreement by the Company. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by finnCap, WG Partners or Beech Hill whether or not to extend the time for satisfaction of any condition in the Placing Agreement are within finnCap's, WG Partners' and Beech Hill's absolute discretion (as is the exercise of any right or power of finnCap, WG Partners or Beech Hill under the terms of this Appendix). None of finnCap, WG Partners or Beech Hill will have any liability to you or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any UK Placee in respect thereof.
6. UK Placees' warranties and undertakings
By communicating a bid to finnCap under the Bookbuild you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and finnCap, in each case as a fundamental term of your application for Placing Shares, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the UK Placing will terminate only in the circumstances referred to in this Announcement and will not be subject to rescission or termination by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is within the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or representation in relation to the UK Placing Shares or to the Company or to any other member of its Group in connection with the UK Placing, other than by the Company as included in this Announcement or to the effect that the Company is not now in breach of its obligations under the London Stock Exchange's AIM Rules for Companies or under the EU Market Abuse Regulation (596/2014) to disclose publicly in the correct manner all such information as is then required to be so disclosed by the Company;
(e) you have not relied on any representation or warranty in reaching your decision to subscribe for UK Placing Shares under the UK Placing, save as given or made by the Company as referred to in the previous paragraph;
(f) you are not a client of finnCap or WG Partners in relation to the UK Placing and finnCap and/or WG Partners are not acting for you in connection with the UK Placing and will not be responsible to you in respect of the UK Placing for providing protections afforded to its or their clients;
(g) you have not been, and will not be, given any warranty or representation by any finnCap Person or WG Partners Person in relation to any UK Placing Shares, the Company or any other member of its Group and no finnCap Person nor WG Partners Person will have any liability to you for any information contained in this Announcement, the content of which is exclusively the responsibility of the Company, or which has otherwise been published by the Company or for any decision by you to participate in the UK Placing based on any such information or on any other information provided to you;
(h) you will pay the full subscription sum at the Issue Price as and when required in respect of all UK Placing Shares finally allocated to you and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with finnCap or that you put in place with finnCap;
(i) you are permitted to subscribe for UK Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to finnCap or WG Partners such evidence, if any, as to the identity or location or legal status of any person which finnCap or WG Partners may request from you (for the purpose of its complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by finnCap or WG Partners on the basis that any failure by you to do so may result in the number of UK Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the UK Placing being reduced to such number, or to nil, as finnCap or WG Partners may decide;
(j) you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (FSMA) with respect to anything done or to be done by you in relation to any UK Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to UK Placing Shares in contravention of section 21 of FSMA;
(k) you agree that this Announcement has not been approved by finnCap or WG Partners in either case in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
(l) you are a Relevant Person or a person to whom this Announcement may otherwise be lawfully communicated;
(m) you are acting as principal only in respect of the UK Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or finnCap and WG Partners for the performance of all your obligations as a UK Placee in respect of the UK Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a FSMA Qualified Investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;
(n) nothing has been done or will be done by you in relation to the UK Placing or to any UK Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;
(o) you will not treat any UK Placing Shares in a manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the UK Placing will contravene any legislation applicable in any territory or jurisdiction or cause the Company or finnCap or WG Partners to contravene any such legislation;
(p) (i) the Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States and, subject to certain exception, may not be offered or sold, directly or indirectly, into or within the United States (ii) you and the person(s), if any, for whose account or benefit you are subscribing for the UK Placing Shares are located outside the United States and are subscribing for UK Placing Shares only in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; (iii) you are not acquiring UK Placing Shares as a result of any "directed selling efforts" as defined in Regulation S; (iv) you are acquiring the UK Placing Shares for investment purposes and are not acquiring the UK Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof; (v) you will not distribute this Announcement or any offering material relating to UK Placing Shares, directly or indirectly, in or into the United States or to any persons located in the United States;
(q) finnCap and WG Partners may satisfy their obligations to procure UK Placees by themselves agreeing to become UK Placees in respect of some or all of the UK Placing Shares or by nominating any other finnCap Person or WG Partners Person or any person associated with any finnCap Person or WG Partners Person to do so or by allowing officers of the Company and/or Group employees to subscribe for UK Placing Shares under the Placing at the Issue Price;
(r) time is of essence as regards your obligations under this Appendix;
(s) this Appendix and any contract which may be entered into between you and finnCap and WG Partners and/or the Company pursuant to this Appendix or the UK Placing, and all non-contractual obligations arising between you and finnCap and WG Partners and/or the Company in respect of the UK Placing, will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and finnCap and WG Partners will have the right to bring enforcement proceedings in respect of any judgement obtained against you in the English courts or in the courts of any other relevant jurisdiction;
(t) each right or remedy of the Company or finnCap or WG Partners provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;
(u) any document that is to be sent to you in connection with the UK Placing will be sent at your risk and may be sent to you at any address provided by you to finnCap or WG Partners;
(v) if you have received any confidential price sensitive information about the Company in advance of the Placing, you have not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
(w) you irrevocably appoint any duly authorised officer of finnCap as your agent for the purpose of executing and delivering to the Company and/or its registrars any documents on your behalf necessary to enable you to be registered as the holder of any of the UK Placing Shares for which you agree to subscribe upon the terms of this Announcement; and
(x) By participating in the UK Placing, each UK Placee (and any person acting on such UK Placee's behalf) agrees to indemnify and hold the Company, finnCap, WG Partners and each finnCap Person and WG Partners Person harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the UK Placee (and any person acting on such UK Placee's behalf) in this Appendix or incurred by finnCap, WG Partners, any finnCap Person, WG Partners Person or the Company arising from the performance of the UK Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.
7. Payment default
Your entitlement to receive any UK Placing Shares will be conditional on finnCap's receipt of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as finnCap may decide, and otherwise in accordance with that confirmation's terms. finnCap may waive this condition, and will not be liable to you for any decision to waive it or not.
If you fail to make such payment by the required time for any UK Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such UK Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such UK Placing Shares to the full extent permitted under its constitution or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, finnCap may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, finnCap (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any UK Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale and (4) you will remain liable to the Company and to finnCap for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such UK Placing Shares by the required time, and/or (ii) the sale of any such UK Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by finnCap for value by the required time referred to above at the rate of two percentage points above the base rate of National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of this Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. FSMA Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this document does not constitute or form part of any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Japan, the Republic of Ireland, the Republic of South Africa or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful. New Ordinary Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, persons located in the United States. No public offering of New Ordinary Shares is being or will be made in the United States.
