| NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. | |
|
| 5 June 2024 |
ANGLE plc (the "Company")
Proposed Placing, Subscription and Open Offer
Company to continue scaling the business on the back of key commercial momentum
ANGLE plc (AIM:AGL), a world-leading liquid biopsy company, announces its intention to raise gross proceeds of approximately £8.5 million by means of a placing (the "Placing") of new Ordinary Shares (the "Placing Shares") and a direct subscription (the "Subscription") of new Ordinary Shares (the "Subscription Shares"), both at a price of 15 pence per share (the "Issue Price"). In addition to the Placing and Subscription, the Company proposes to raise up to a further £2.06 million (before expenses) by way of an Open Offer (together with the Placing and Subscription, the "Fundraising") at the Issue Price.
The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuilding Process") which will be launched immediately following this announcement. The Fundraising is subject to the terms and conditions set out in Appendix 4 to this announcement (which forms part of this announcement, such announcement and its Appendices together being this "Announcement").
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is acting as Sole Global Co-ordinator and Joint Bookrunner , and Beech Hill Securities, Inc. ("Beech Hill") is acting as Joint Bookrunner (Berenberg and Beech Hill together, the "Joint Bookrunners") in connection with the Fundraising.
KEY HIGHLIGHTS
· Proposed Placing of approximately £4.75 million (before expenses) with institutional investors, proposed Subscription of £3.75 million by certain individual shareholders, and proposed Open Offer of up to £2.06 million (before expenses) to existing Qualifying Shareholders, in each case at the Issue Price
· The gross proceeds from the Placing and Subscription will be used to support the Company's commercialisation plan and for general working capital requirements. The proceeds are expected to be deployed as follows:
o £2.8 million for staff and next generation sequencing resources to develop molecular assay content providing data and new downstream applications for the Parsortix system;
o £2.2 million for commercial business development through salesforce and distributor expansion, further distributor onboarding, product launches, conferences and marketing;
o £1.5 million towards developing the clinical laboratory capability and capacity including molecular capital expenditure and protocol validation, staffing and expansion of service offering
o £2m shall be used by the Company to strengthen the balance sheet, enhance the working capital position and cover the expenses associated with the Fundraise; and
o Proceeds raised via the Open Offer will be committed to strengthening the balance sheet
· The Company is seeking to build upon the recent commercial momentum seen year-to-date following the success in establishing agreements with Eisai, a global Japanese pharma company, for a pilot study using ANGLE's HER2 assay, an agreement with AstraZeneca to develop methodology for CTC micronuclei detection using ANGLE's DNA Damage Response assay, and a further agreement with AstraZeneca for development of an androgen receptor ("AR") detection assay in prostate cancer studies, all of which offer large scale follow-on revenue opportunities
· Completion of the fundraising alongside delivery of market expectations is anticipated by the Company to secure cashflow breakeven on a monthly basis by the end of 2025
· The Issue Price represents a discount of approximately 16.7 per cent. to the closing mid-market price of 18 pence per Ordinary Share on 4 June 2024, being the last business day prior to the date of this Announcement
· The New Ordinary Shares will represent up to 21.3 per cent of the Enlarged Share Capital (assuming the maximum number of Placing Shares, Subscription Shares and Open Offer Shares are issued and no other Ordinary Shares are issued before Second Admission)
· As per the separate announcement, the Company has today published its preliminary results for the year ended 31 December 2023 which show the following financial and operational highlights:
o Revenues for the full year more than doubled to £2.2 million (2022: £1.0 million)
o Loss for the year of £20.1 million, or 7.73 pence per share (2022: loss £21.7 million or 8.79 pence per share)
o Cash and cash equivalents at 31 December 2023 of £16.2 million (2022: £31.9 million) with R&D Tax Credits due at 31 December 2023 of £1.5 million (2022: £2.9 million)
o Contracts announced with new and repeat customers including, post period end, global pharmaceutical companies Eisai and AstraZeneca
o Increased the installed base of Parsortix instruments, developed a strategic partnership with BioView, and launched the Portrait+ CTC Staining Kit
o Expansion of global distribution network and associated infrastructure across Europe, Africa, the Middle East and Asia Pacific
o Revenue for H1 2024 is expected to be between £1.0 million and £1.3 million with a total of c.40% of FY24 market expectations for revenue1 already contracted year to date. The Company has a strong current pipeline of opportunities that has more than doubled year to date, with significant potential growth opportunities across a variety of end customers, including large pharma. As such, the management remains confident in delivering strong growth in 2024 in line with current market expectations
· A circular containing further details of the Open Offer and an Application Form will be despatched to Shareholders in due course following announcement of the results of the Placing and will thereafter be available on the Company's website at https://angleplc.com/ (subject to certain access restrictions).
1Current consensus revenue is £6.45m for FY24. (Source: Bloomberg)
For further information:
| ANGLE plc | +44 (0) 1483 343434 |
| Andrew Newland, Chief Executive Ian Griffiths, Finance Director
|
|
| Berenberg (NOMAD, Sole Global Co-ordinator, Joint Bookrunner & Corporate Broker) Toby Flaux, Ciaran Walsh, Milo Bonser, Brooke Harris-Lowing |
+44 (0) 20 3207 7800 |
| | |
| Beech Hill (Joint Bookrunner) George Billington, Thomas Lawrence
FTI Consulting (Financial PR) Simon Conway, Ciara Martin Matthew Ventimiglia (US) |
+1 212 350 7200
+44 (0) 203 727 1000 +1 (212) 850 5624 |
The following is an extract from the Chairman's letter to be set out in substantially the same form in the Circular.
Introduction
The Company is pleased to announce a Placing and Subscription to raise proceeds of approximately £8.5 million (before expenses), and an associated Open Offer to raise gross proceeds of up to approximately £2.06 million (before expenses), in each case at the Issue Price.
The existing allotment authorities available to the Board which were obtained at the annual general meeting of the Company held on 28 June 2023, enable the directors to issue up to 26,058,060 Ordinary Shares on a non-pre-emptive basis. The issue of the Subscription Shares will utilise the Company's existing allotment authorities obtained at the 2023 AGM. The Placing will be effected by way of a cashbox placing of new Ordinary Shares for non-cash consideration, further details of which are set out below. The cashbox placing structure is being used to provide the Company with the ability to raise further capital in a timely manner as a cashbox placing can be executed faster and with lower associated costs than alternative structures. The cashbox structure also provides greater certainty of successfully meeting fundraising targets as, although the Company has consulted with major Shareholders ahead of the launch of the Fundraising, it will not need to seek the approval of Shareholders for the allotment of further new Ordinary Shares at a general meeting. The Company is committed to its Existing Shareholders and to give them the opportunity to participate in the further issue of new Ordinary Shares, Existing Shareholders (to the extent that they are Qualifying Shareholders) are being given the opportunity to participate in the Open Offer.
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 Fundraising, subject to the terms of the Placing and Open Offer Agreement, it is expected that admission to trading on AIM and dealings in the Placing Shares and Subscription Shares will commence on or around 11 June 2024 and that admission to trading on AIM and dealings in the Open Offer Shares will commence on or around 24 June 2024.
The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.
Background to, and reasons for, the Fundraising
The Fundraising will enable the Company to capitalise on the momentum gained from successes in the past two years, starting with US Food and Drug Administration ("FDA") product clearance for its Parsortix system in 2022 which accelerated commercialisation of the Parsortix product and the Company's ability to build product and service revenue lines. The success of this trajectory is illustrated by the three agreements with global pharma companies since the start of 2024.
Following the Company obtaining a world first FDA product clearance for its Parsortix system in 2022, the Company moved rapidly to complete a capital raise of £20 million which, as stated at the time, was intended to support the Company's commercialisation.
Despite the challenging market conditions for the Company's customer base, the Company has developed its commercial pipeline with encouraging results from multiple studies, a growing pharma services business with multiple new customers and recent new contract wins with large pharma customers.
The completion of the Fundraising will enable the Company to progress through the next stage of commercialisation and it is anticipated that alongside delivery of market expectations, that the Company can secure cashflow breakeven on a monthly basis by the end of 2025.
For ANGLE to secure widespread adoption of the Parsortix system by building the product and services business, as well as develop clinical programmes, the Company needs to increase its headcount, allocate capex to build out laboratory capabilities for molecular applications, obtain accreditations and strengthen its balance sheet.
With visibility over funds to take the Company through the next stage of commercialisation, the Company can accelerate its near-term milestones such as securing further contracts currently under discussion with large pharma customers, roll out further new assays, build its global distribution network, and further develop other product revenues such as the Portrait+ CTC Staining kit, Illumina DNA molecular protocols and HER2 assay services. Considering that the Company has a global sales capability, it is also necessary to continue to expand global commercial operations, which requires investment in sales, logistics, product management, service and maintenance, further deployment of the direct sales team, and working alongside distribution partners, all of which will be facilitated with the extra funds raised at this juncture.
Key highlights
ANGLE's vision is to secure widespread adoption of the Parsortix system by providing circulating tumour cells ("CTCs") as the "best sample" for analysis coupled with molecular and imaging assays to provide high-throughput, low cost, highly sensitive, downstream analysis. To drive commercialisation, ANGLE has established both a product business and a services business.
1. Product business area: ANGLE's Parsortix system including instruments and one-time use cassettes, that are sold to third-party laboratories for their use in translational research and clinical use. In December 2023, ANGLE's quality management system was re-certified as meeting ISO/EN/BSI 13485:2016. To enable customers to carry out downstream analysis of the Parsortix harvest, ANGLE now offers the Portrait+ CTC Staining Kit and CellKeepTM Slide for enhanced cell recovery and imaging. ANGLE will continue to develop further assay kits and protocols for third-party molecular platforms.
2. Services business area: ANGLE has established a Good Clinical Laboratory Practice ("GCLP")-compliant laboratory in the UK, with the capability, capacity and required quality systems to provide biopharma customers with assay services to support drug discovery and development. In the longer term, ANGLE's clinical laboratory will process patient samples and offer validated assays to support clinical decision making.
Both business areas are supported by a growing body of internal and published evidence and content from cancer centres showing the utility of the system through peer-reviewed publications, scientific data, and clinical research evidence, highlighting a range of potential applications.
Parsortix products and services
In 2023, ANGLE launched multiple downstream assays available to customers as a service from its GCLP-compliant laboratory.
· The Portrait Flex assay is designed to allow the detection of CTCs regardless of epithelial mesenchymal transition ("EMT") status, with the opportunity to include an additional protein biomarker tailored to individual customer needs. The clinical utility of CTC biomarkers is a rapidly growing field facilitating the identification of druggable targets to guide treatment selection throughout the patient care pathway, as well as providing prognostic information, predicting treatment response, resistance, and patient relapse. Combining the use of the Parsortix system and the Portrait Flex assay allows for testing that is specific to customer needs and can enhance their clinical study evaluations. ANGLE is offering a flexible, full-service solution to help unlock personalised medicine for patients.
· The Portrait DNA Damage Response ("DDR") assays were developed to identify two DNA damage markers, phosphorylated histone variant H2AX ("γH2AX") and phosphorylated KRAB-associated protein 1 ("pKAP1") on CTCs enriched using the Parsortix system. The increasing investigation of DDR/poly ADP ribose polymerase ("PARP") inhibitors, alone and in combination with chemotherapy or immunotherapy, broadens the utility of γH2AX and pKAP1 assays as indicators of DNA damage and clinical effectiveness. The assays, for use in the research setting, make longitudinal, repeatable monitoring of treatment response possible.
· The Portrait PD-L1 assay is designed to allow the detection of CTCs and determine their PD-L1 status, which has the potential to not only facilitate efficient, timely and cost-effective drug discovery, but may also enable the more accurate identification of suitable candidates for immunotherapy studies and provide longitudinal monitoring of patient response to therapy.
In addition, in December 2023 the Portrait+ CTC Staining Kit was launched as ANGLE's first sample-to-answer product. The launch follows extensive development, optimisation and validation to provide advanced immunofluorescence ("IF") staining of CTCs harvested from a patient blood sample by the Parsortix system in multiple cancer types including breast, lung, prostate and ovarian cancers. The performance of current CTC protocols being used by academic and research institutions varies considerably. ANGLE has developed its test for reliable repeatable results with a fully validated, standardised protocol to make it easy for customers to adopt in their laboratories.
Capitalising on newly established global distribution network
With a view to driving longer-term product revenues, during the year ANGLE has continued to expand its commercial operations team, including product management, logistics and service and maintenance, as it seeks to capitalise on the FDA clearance and UK and European product registrations received in May 2022. ANGLE has successfully established an international network of oncology focused distribution partners, covering major territories in Europe, Africa, the Middle East and Asia-Pacific, with additional geographies in discussion. Training programmes for distributor representatives were initiated, new marketing materials developed, and service and support infrastructure strengthened. These partners will open distribution channels for Parsortix instruments and consumables globally. In addition to sales these partners provide market access and service and maintenance support in their jurisdictions.
Expansion of pharma services
The pharma services business utilising the Parsortix system offers the potential for substantial revenues in the large cancer drug trials market where ANGLE is strongly differentiated. The pipeline of opportunities has continued to progress, and ANGLE secured Crescendo Biologics as a new customer. Crescendo Biologics is a UK-based, clinical stage immune-oncology company and will use ANGLE's Portrait Flex assay in an ongoing Phase I clinical trial investigating the safety and efficacy of their drug for the treatment of patients with prostate-specific membrane antigen ("PSMA") positive prostate cancer.
ANGLE has also secured follow-on contracts with several existing customers including Artios Pharma, its first bespoke assay development customer. In May 2023, Artios Pharma signed a new contract with ANGLE to utilise the two DDR assays, developed and validated by ANGLE, in a Phase I clinical trial expected to commence shortly and complete towards the end of 2024. The assays identify two target proteins on CTCs that are implicated in DNA damage response, γH2AX and pKAP1. This is an area of focus for drug companies developing PARP or DDR inhibitors for a range of solid tumours and the assays have been added to the "menu" of pre-developed tests and are being offered to other prospective customers.
While the Pharma Services business continued to gain commercial traction, the negative funding environment and slowdown in biopharma spending regrettably led to multiple biopharma expected sales falling away as these companies found themselves unable to pursue their expansion plans, for which they had intended to contract ANGLE's Parsortix-based pharma services, until their own funding environment stabilises. ANGLE has responded proactively to this market pressure by increasing its focus on large pharma customers (where there are no such funding issues). This proactive strategy is delivering and has so far led to three contracts with large pharma with major long-term potential with multiple others in discussion.
In January 2024, ANGLE announced an agreement with the global Japanese pharmaceutical company Eisai. Under the terms of the agreement worth an initial US $250,000, ANGLE will provide CTC analysis with its Portrait HER2 assay in a Phase II breast cancer study of BB-1701. BB-1701 is an antibody-drug conjugate ("ADC") that is composed of Eisai's proprietary anticancer agent eribulin conjugated to an anti-HER2 antibody. It is expected to have anti-tumour effects on breast, lung and other solid tumours that express HER2. Success in this study has the potential to build through to much larger revenues for Phase II and Phase III studies, with the ultimate goal of approval as a companion diagnostic.
In April 2024, ANGLE announced an agreement, worth an initial £150,000, with the global pharmaceutical company AstraZeneca for the development and validation of an assay based on the existing pKAP1 DDR assay. This assay is being developed for use in subsequent large-scale clinical studies run by AstraZeneca to assess the efficacy of DDR therapeutics enabling longitudinal, repeatable monitoring of treatment response. Success in the development phase offers the potential for large scale revenues for multiple clinical trials and follow-up studies.
In May 2024, the Company was delighted to announce a second services contract with AstraZeneca. Under the terms of this agreement, worth an initial £550,000, the Company will develop a CTC-based Androgen Receptor ("AR") assay. Assay development will take place in ANGLE's UK laboratories, with project completion expected in Q1 2025. A successful development phase will demonstrate the importance of the Parsortix system in assessing the efficacy of prostate cancer therapeutics and offers the potential for long-term, ongoing revenues for the Company supporting prostate cancer clinical trials. There is wide applicability, both to AstraZeneca and other pharma customers, for an AR assay to measure protein expression, which can only be undertaken on intact cancer cells. There are currently 135 active, interventional oncology clinical studies specifically involving the androgen receptor listed on clinicaltrials.gov involving ~39,000 participants.
The use of CTC biomarkers in clinical trials is a rapidly growing field enabling longitudinal monitoring of genomic, transcriptomic and proteomic changes. ANGLE believes that there is considerable potential for further business with all its existing pharma customers as they have a pipeline of drugs in development where CTC assays could provide additional valuable information. In addition, ANGLE anticipates that further new pharma services contracts will continue to be signed throughout 2024.
Strategic partnerships
Addressing a large and complex healthcare market with a new technology requires significant resources and ANGLE is seeking long-term strategic partnerships with healthcare companies for market deployment and development of clinical applications incorporating the Parsortix system.
In April 2023, ANGLE entered into an agreement with BioView to develop a CTC HER2 (human epidermal growth factor receptor 2) assay kit for breast cancer using a combination of ANGLE's Parsortix® system and BioView's automated microscopy systems and software. The Portrait+ HER2 assay aims to detect and assess the HER2 expression and/or gene amplification in CTCs and is another significant development for the Company. The changing market dynamics of the HER2 breast cancer marketplace, with the introduction of new drugs targeting tumours with low HER2 expression, have provided a commercial opportunity to develop a quantitative CTC-based HER2 assay kit, to assess HER2 protein expression and/or gene amplification levels by analysing fluorescence intensities.
Unlike current standard of care tests developed for use on FFPE tissue, a CTC HER2 assay kit could be used for longitudinal monitoring of HER2 status throughout disease progression, thereby ensuring the patient receives the most appropriate targeted treatment at every stage. The development phase, which is already underway and making very good progress, is estimated to take around a year to complete generating revenue for ANGLE of £1.2 million.
The agreement allows for the inclusion of third parties in this project and its funding at the commercialisation stage after the initial development work is complete. ANGLE plans to continue to grow its HER2 pharma services business and capitalise on expanded HER2 use due to the development of ADCs, that allow targeted delivery of chemotherapy agents to cancer cells.
Development of molecular solutions
ANGLE has developed a research use sample-to-answer solution for dual sequencing of DNA from CTCs and ctDNA from a single patient blood sample. This method enables parallel DNA profiling of CTCs and ctDNA for comprehensive molecular analysis utilising third-party downstream technologies. Originally thought to be competing analytes, CTCs and ctDNA are now known to provide additional and complementary information which has the potential to expand clinically actionable information, for personalised therapy, when the two are analysed together.
In ANGLE's study of 47 samples from breast, lung, ovarian and prostate cancer patients the dual analyte assay utilised a pan-cancer panel run on a high-throughput Illumina Next Generation Sequencing ("NGS") system. This study found that clinically relevant DNA variants were identified in CTCs that were not present in ctDNA from the same blood draw in 70% of breast cancer patient samples, 70% of lung cancer patient samples and 60% of ovarian cancer patient samples, highlighting the potential benefit of CTC-DNA analysis alongside ctDNA analysis.
ANGLE will expand both its product sales and pharma services offerings with this new sample-to-answer molecular solution combining CTC-DNA and ctDNA analysis from a single blood sample. The Company is engaging with Illumina and working closely with KOLs and clinicians to seek input and consideration of the benefits of this assay in providing unique insight into cancer clonal evolution. Moreover, ANGLE is working with these contacts to expedite the adoption of this combined molecular profiling approach to establish key performance data under analytical conditions and design of robust clinical studies to build on the data presented.
ANGLE will continue the development of downstream molecular solutions, in collaboration with leaders in the molecular field, so that CTCs harvested by the Parsortix system can be sequenced using existing laboratory instruments. This will allow ANGLE to benefit from the existing installed base of digital polymerase chain reaction ("PCR") and sequencing instruments and for the molecular assays to be easily incorporated into existing workflows and, in the longer term, clinical practice. ANGLE plans to offer a molecular solution for Research Use Only in 2024, which will then be implemented in ongoing clinical studies (see below).
The molecular assays in development include the following:
· DNA Digital PCR Assays, a solution for low-multiplexing assays for specific targets such as EGFR and KRAS. This includes the evaluation of Stilla Technologies solutions, utilising their EGFR 6-color Crystal Digital PCR™ Kit and naica® system
· DNA NGS Assays, two solutions for high-multiplexing assays using a pan-cancer NGS panel with Illumina's NextSeq 2000, which is now installed in ANGLE's R&D laboratory
Parsortix clinical studies
ANGLE is conducting clinical studies to generate patient data demonstrating the value of Parsortix CTC analysis and has established a substantial biobank of clinical samples for this purpose. The aim is to generate data in four major cancer types, breast, prostate, ovarian and lung, which globally account for 37% of solid cancer cases.
INFORM is ANGLE's largest study, targeting enrolment of up to 1,000 patients with advanced stage cancer over a five-year period in four different cancer types (breast, prostate, ovarian and lung), involving six NHS Trusts. Up to 1,000 patients will have blood drawn across multiple time points during their diagnosis, treatment, and follow-up. As of the year end, 299 patients had been enrolled into the INFORM study, with a total of 1,037 blood draws performed and 2,835 tubes of blood received for either storage or processing using the Parsortix system. Cells harvested by the system are being evaluated using various immunofluorescence and/or molecular assays or being stored for future molecular analysis.
The objectives of this study are to:
· Evaluate and characterise cells harvested from cancer patients using multiple downstream techniques such as imaging, protein analyses, fluorescent in-situ hybridization ("FISH"), multiplex gene expression analyses, mutational analyses and sequencing
· Evaluate changes in CTCs and other rare cells in cancer patients over the course of their treatment
· Perform additional development and refinement of ANGLE's Parsortix system
· Utilise blood samples for assay development and validation
Prostate cancer
In May 2022, ANGLE partnered with the US based, specialist clinical service provider, MidLantic Urology part of Solaris Health Partners, to undertake a study in prostate cancer. The study, known as DOMINO, is based on the pilot studies conducted independently by Barts Cancer Institute (Queen Mary University London). DOMINO has completed the initial enrolment of 100 men with either an elevated blood PSA or an abnormal rectal exam, who were scheduled to undergo a prostate tissue biopsy. The blood tubes drawn from each patient have been processed using the Parsortix system and the cell harvest stored for future molecular analysis for comparison with the results of the prostate tissue biopsy. Third-party molecular systems are under assessment for the processing of these samples. The timescales will be confirmed once this assessment is complete.
Ovarian cancer
Following the successful completion of the pelvic mass study for the detection of ovarian cancer reported in 2022, ANGLE has continued enrolment of women with a pelvic mass into the EMBER2 clinical study. Study recruitment completed in September 2023 after reaching 400 patients with 1,400 blood tubes processed on the Parsortix system. The cell harvest has been stored for future molecular analysis. Third-party molecular systems are under assessment for the processing of these samples. The timescales will be confirmed once this assessment is complete.
The Company's investment in these clinical studies and the collection of the associated patient records has provided a resource for large-scale evaluation of the third-party molecular platforms that are currently under investigation. These studies will have a major impact on ANGLE's commercialisation strategy providing data to support the ANGLE laboratory services and assay development.
Peer-reviewed publications update
The medical devices industry is evidence led, and in addition to the clinical studies and regulatory studies described previously, peer-reviewed publications from independent research groups are a key performance metric.
ANGLE's product-based approach means that it can deploy its system to cancer centres for use by key opinion leaders and research customers. ANGLE's unique approach to capturing and harvesting CTCs is enabling translational researchers to undertake a wide range of research leading to new uses and applications for the Parsortix system as well as achieving breakthrough research. This deployment of the Parsortix system for translational research now means that the system is widely presented and discussed at leading cancer conferences around the world.
There were 92 peer-reviewed publications as of 31 December 2023 with 15 new publications announced during the year. These publications span 41 independent study centres across 14 countries. ANGLE's approach to capturing and harvesting CTCs has enabled researchers to leverage a diverse array of downstream techniques for cell analysis. This includes DNA and RNA sequencing, mass-array protein analysis and digital PCR. In addition to furthering the Company's understanding of the metastatic process, these studies continue to build upon the evidence that CTCs can provide complementary information to ctDNA.
Current trading
On 5 June 2024, the Company announced its unaudited final results for its financial year ended 31 December 2023 ("FY23").
Overview of FY23 financial results
Following FDA clearance, the beginning of the anticipated revenue ramp is reflected in revenues more than doubling to £2.2 million (2022: £1.0 million) and was driven by a combination of product sales of the Parsortix system, pharma services contracts and corporate partnerships. Gross margins averaged 70% (2022: 59%) reflecting the product-service mix.
Product-related revenues were £1.4 million (2022: £0.7 million) while services-related revenues were £0.8 million (2022: £0.3 million). In addition, sales of up to £1.8 million had been booked at the year end for future periods. The installed base of Parsortix systems is over 290 with cumulative samples processed of 210,000 as at 31 December 2023.
Continued investment in studies to develop and validate the clinical application and commercial use of the Parsortix system as well as the ongoing growth of the commercial team and infrastructure was partly offset by carefully controlling operating costs and the expected cost savings from the closure of the Canadian operations in late 2022, resulting in reduced operating costs of £23.3 million (2022: £24.8 million). The loss for the year reduced to £20.1 million (2022: loss £21.7 million). The Company has identified cost reductions expected to result in cash savings of c. £8 million in the period to 31 December 2024, as the US clinical laboratory was closed, and non-critical R&D and other activities are deferred or reduced.
Cash and cash equivalents were £16.2 million at 31 December 2023 (2022: £31.9 million) with R&D Tax Credits due at 31 December 2023 of £1.5 million (2022: £2.9 million).
Outlook
The Company has made strong progress year-to-date with two new large pharma customers and the Company will look to continue this commercial momentum in the year ahead, backed by the Fundraising which alongside delivery of market expectations is anticipated by the Company to secure cashflow breakeven on a monthly basis by the end of 2025.
Revenue for H1 2024 is expected to be between £1.0 million and £1.3 million with a total of c.40% of FY24 market expectations for revenue[1] already contracted year to date. The Company has a strong current pipeline of opportunities that has more than doubled year to date, with significant potential growth opportunities across a variety of end customers, including large pharma. As such, the management remains confident in delivering strong growth in 2024 in line with current market expectations.
Further details are contained within the FY23 results RNS released on 5 June 2024. The Company expects to publish its audited final results for FY23 no later than 17 June 2024.
[1] Current consensus revenue is £6.45m for FY24. (Source: Bloomberg)
Use of proceeds
The gross proceeds from the Placing and Subscription will be used to support the Company's commercialisation plan and for general working capital requirements. The proceeds are expected to be deployed as follows:
· £2.8 million for staff and next generation sequencing resources to develop molecular assay content providing data and new downstream applications for the Parsortix system;
· £2.2 million for commercial business development through salesforce and distributor expansion, further distributor onboarding, product launches, conferences and marketing;
· £1.5 million towards developing the clinical laboratory capability and capacity including molecular capital expenditure and protocol validation, staffing and expansion of service offering
· £2m shall be used by the Company to strengthen the balance sheet, enhance the working capital position and cover the expenses associated with the Fundraise; and
· Proceeds raised via the Open Offer will be committed to strengthening the balance sheet
The Placing and the Subscription
The Placing is being effected by way of a cashbox placing of new Ordinary Shares for non-cash consideration. The cashbox structure is expected to have the effect of providing the Company with the ability to realise distributable reserves approximately equal to the net proceeds of the Placing less the nominal value of the Placing Shares issued by the Company.
Berenberg will, pursuant to the Subscription and Transfer Agreement, subscribe for redeemable preference shares in Project Major Limited a new Jersey-incorporated subsidiary of the Company ("JerseyCo") in an amount equal to the gross proceeds of the Placing. Monies received from Placees taking up Placing Shares will be applied by Berenberg to subscribe for redeemable preference shares in JerseyCo.
The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees who have participated in the Placing in consideration for the transfer, pursuant to the terms of the Subscription and Transfer Agreements, of the redeemable preference shares in JerseyCo that will be issued to Berenberg. Accordingly, at the conclusion of the cashbox placing process, JerseyCo will be a wholly owned subsidiary of the Company and its principal assets will be cash reserves approximately equal to the gross proceeds of the Placing. Shareholder approval is not required to effect the Placing.
Instead of receiving cash as consideration for the issue of the Placing Shares, following completion of the Placing, the Company will own the entire issued share capital of JerseyCo, whose only asset will be its cash reserves as noted above. The Company will then be able to access those funds by redeeming the redeemable preference shares it holds in JerseyCo.
Accordingly, by subscribing for the Placing Shares under the Placing and submitting a valid payment in respect thereof, each Placee instructs Berenberg to hold such payment on their respective behalves and: (i) to the extent of a successful application under the Placing, to apply such payment solely to permit Berenberg to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Placing, to return the relevant payment without interest to the Placee.
The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement, the Joint Bookrunners have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.
The Placing is conditional upon (amongst other things) the satisfaction of the following conditions:
(a) the Placing and Open Offer Agreement becoming unconditional in all respects in relation to the Placing (save for First Admission) and not having been terminated in accordance with its terms;
(b) (i) the Subscription Letters remaining in full force and effect, not having lapsed or been terminated or amended in accordance with their terms prior to First Admission; (ii) no condition to which the Subscription Letters are subject having become incapable of satisfaction and not having been waived prior to First Admission; and (iii) no event having arisen prior to First Admission which gives a party thereto a right to terminate their Subscription Letter;
(c) (i) each of the Subscription and Transfer Agreements remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to First Admission; (ii) no condition to which the Subscription and Transfer Agreements are subject having become incapable of satisfaction and not having been waived prior to First Admission (save for the condition in each agreement relating to Admission); and (iii) no event having arisen prior to First Admission which gives a party thereto a right to terminate the Subscription and Transfer Agreements; and
(d) First Admission becoming effective by not later than 8.00 a.m. on 11 June 2024 (or such later time and date as the Company and Berenberg may agree, being not later than 8.00 a.m. on 25 June 2024).
The Placing and Open Offer Agreement contains certain customary warranties from the Company in favour of the Joint Bookrunners 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 given certain undertakings to the Joint Bookrunners and has agreed to indemnify the Joint Bookrunners in relation to certain customary liabilities that they may incur in respect of the Fundraising. Berenberg has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to First Admission including, inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Company; (ii) in the event of a breach of the warranties or other obligations of the Company set out in the Placing and Open Offer Agreement; or (iii) in the event of a breach of the Subscription Letters. Once the First Admission has occurred, neither Berenberg and/or Beech Hill will have the right to terminate any of its obligations under the Placing and Open Offer Agreement with regard to the Placing.
Under the Placing and Open Offer Agreement, the Company has agreed to pay certain fees and commissions to the Joint Bookrunners and certain other costs and expenses in connection with the Fundraising and Admission.
The Subscription and Transfer Agreements
In connection with the Placing, (a) the Company, Berenberg and JerseyCo have entered into a subscription and transfer agreement and (b) the Company and Berenberg have entered into a put and call option agreement (together the "Subscription and Transfer Agreements"), each agreement being dated on or around the date of the Placing and Open Offer Agreement, in relation to the subscription and transfer of the redeemable preference shares in JerseyCo to the Company.
Under the terms of the Subscription and Transfer Agreements:
(a) the Company and Berenberg will acquire ordinary shares in JerseyCo;
(b) the Company and Berenberg have entered into certain put and call options in respect of the ordinary shares in JerseyCo subscribed for by Berenberg that are exercisable if the Placing does not complete ("Option Agreement");
(c) Berenberg will apply monies received from Placees under the Placing, to subscribe for redeemable preference shares in JerseyCo to an aggregate value equal to such monies; and
(d) the Company will allot and issue the Placing Shares to those persons entitled to them in consideration of Berenberg transferring its holding of redeemable preference shares and ordinary shares in JerseyCo to the Company.
Accordingly, instead of receiving cash as consideration for the issue of the Placing Shares, at the conclusion of the Placing, the Company will own the entire issued share capital of JerseyCo whose only assets will be its cash reserves, which will represent an amount approximately equal to the gross proceeds of the Placing. Placees and Qualifying Shareholders are not party to these arrangements and so will not acquire any direct right against Berenberg pursuant to these agreements. The Company will be responsible for enforcing the obligations of Berenberg under these arrangements.
The Subscription
The Subscription is a private subscription by the Subscribers for Subscription Shares at the Issue Price pursuant to the terms of the Subscription Letters and will raise a total of £3.75 million (before expenses). The Subscription Shares will be issued at the First Admission under the Company's existing allotment authorities obtained at the Company's annual general meeting held on 28 June 2023.
The Open Offer
Once the Open Offer has been launched, Qualifying Shareholders (other than Overseas Shareholders) will have the opportunity under the Open Offer to apply for Open Offer Shares at the Issue Price, payable in full on application and free of expenses, pro rata to their existing shareholders. Shareholders subscribing for their full Basic Entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Open Offer Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.
Qualifying Shareholders will be invited, subject to the terms and conditions of the Open Offer, to apply for their Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:
1 Open Offer Shares for every 19 Existing Ordinary Shares
held by them and registered in their names on the Record Date, rounded down to the nearest whole number of Open Offer Shares.
Qualifying Shareholders will also be invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Open Offer Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their Basic Entitlement will be apportioned between those Qualifying Shareholders who have applied for an Excess Open Offer Entitlement at the sole and absolute discretion of the Board, provided that no Qualifying Shareholder shall be required to subscribe for more Open Offer Shares than he or she has specified on the Application Form or through CREST.
The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, they will not be tradeable and applications in respect of the Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it. Qualifying Shareholders should be aware that under the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders.
Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders
Application has been made for the Open Offer Entitlements in respect of Qualifying CREST Shareholders (other than Overseas Shareholders) to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 7 June 2024 and Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Qualifying Shareholders (other than Overseas Shareholders) may apply for any whole number of Open Offer Shares up to their Open Offer Entitlement.
Qualifying Non-CREST Shareholders will receive an Application Form with the Circular which sets out their Basic Entitlement as shown by the number of Open Offer Entitlements allocated to them.
If valid applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued and any outstanding Open Offer Entitlements will immediately lapse.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular and, for Qualifying Non-CREST Shareholders, on the accompanying Application Form. To be valid, Applications Forms or CREST instructions (duly completed) and payment in full for the Open Offer Shares applied for must be received by the Receiving Agent by no later than 11.00 a.m. on 20 June 2024. Application Forms should be returned to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL by such time.
The Open Offer is conditional upon First Admission becoming effective by not later than 8.00 a.m. on 11 June 2024.
If Second Admission does not occur on or before 8.00 a.m. on 24 June 2024 (or such later time and date as the Company and Berenberg may agree, being not later than 8.00 a.m. on 8 July 2024), the Open Offer will not become unconditional and application monies will be returned to applicants, without interest and at their risk, as soon as practicable thereafter.
Overseas shareholders
The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Circular or the Application Form to such persons, is drawn to the information which will appear in Part 3 of the Circular.
Persons who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to acquire or subscribe for any Open Offer Shares. Any Overseas Shareholder who are located in the United States or are located in and/or resident in or are citizens of a Restricted Jurisdiction who obtains a copy of the Circular or an Application Form is required to disregard them, except with the consent of the Company.
The Circular and any accompanying documents are not being made available to Overseas Shareholders and may not be treated as an invitation to subscribe for any Open Offer Shares by any person located in and/or resident in the United States or any person located in and/or resident in, or are citizens of a Restricted Jurisdiction.
The Open Offer Shares and the Open Offer Entitlements have not been, and will not be, registered under the applicable securities laws of the United States or any Restricted Jurisdiction. Accordingly, the Open Offer Shares and the Open Offer Entitlements may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States or any Restricted Jurisdiction to or for the account or benefit of any national, resident or citizen of any Restricted Jurisdiction.
About ANGLE plc
ANGLE is a world-leading liquid biopsy company with innovative circulating tumour cell (CTC) solutions for use in research, drug development and clinical oncology using a simple blood sample. ANGLE's FDA cleared and patent protected circulating tumour cell (CTC) harvesting technology known as the Parsortix® PC1 System enables complete downstream analysis of the sample including whole cell imaging and proteomic analysis and full genomic and transcriptomic molecular analysis.
ANGLE's commercial businesses are focusing on diagnostic products and clinical services. Diagnostic products include the Parsortix® system, associated consumables and assays. The clinical services business is offered through ANGLE's GCLP-compliant laboratories. Services include custom made assay development and clinical trial testing for pharma.
Over 90 peer-reviewed publications have demonstrated the performance of the Parsortix system. For more information, visit https://angleplc.com/.
IMPORTANT NOTICES
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. 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 US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
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, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
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 is directed at and is only being distributed to: (a) if in a member state of the European Economic Area, qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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 New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the New Ordinary 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 in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 4 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 4 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Joint Bookrunners, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.
Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority subject to limited regulation by the Financial Conduct Authority (the "FCA") in the United Kingdom. Beech Hill is authorised and regulated in the United States by the Financial Industry Regulatory Authority. Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. No Joint Bookrunner will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
In connection with the Placing, each Joint Bookrunner and any of its affiliates may, acting as investors for their own account, take up a portion of the shares of the Company in the Placing as a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, each Joint Bookrunner or any of its affiliates acting in such capacity. In addition, each Joint Bookrunner or any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which any Joint Bookrunner or any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. No Joint Bookrunner, nor any of its affiliates, intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the New Ordinary Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person.
The New Ordinary Shares to be issued or sold pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the content 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 has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such 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 the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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, the Joint Bookrunners 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 Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 1 - RISK FACTORS
An investment in the Ordinary Shares involves a high degree of risk. Accordingly, prospective investors and Shareholders should carefully consider the risks set out below before making a decision to invest in the Company. The investment to be offered in the Circular may not be suitable for all of its recipients. Potential investors and Shareholders are accordingly advised to consult a professional adviser authorised under FSMA, if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser, who specialises in advising on the acquisition of shares and other securities, before making any investment decision. A prospective investor and Shareholders should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances and the financial resources available to him or her.
This Appendix contains what the Directors believe to be the principal risk factors associated with an investment in the Company. However, the risks listed do not purport to be an exhaustive summary of the risks affecting the Group and are not set out in any particular order of priority. Additional risks and uncertainties not currently known to the Directors or which the Directors currently deem immaterial may also have an adverse effect on the Group. In particular, the Company's performance may be affected by changes in market or economic conditions and in legal, regulatory and tax requirements.
If any of the following risks were to materialise, the Company's business, financial condition, results or future operations could be materially adversely affected. In such cases, the market price of the Ordinary Shares could decline and an investor may lose part or all of his or her investment.
The Circular will contain forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by the Company which are described below and elsewhere in the Circular. Prospective investors and Shareholders should carefully consider the other information in the Circular.
There can be no certainty that the Company will be able to successfully implement its strategy. Additional risks and uncertainties not currently known to the Directors or which the Directors currently deem immaterial may also have an adverse effect on the Company.
1. RISKS RELATING TO THE COMPANY AND ITS BUSINESS
Ability of the Group to maintain a competitive position
There are numerous competitive groups seeking to develop alternative cancer diagnostic products in direct competition (other CTC technologies) and indirect competition (other liquid biopsy methods, for example, ctDNA analysis). It is possible at any time that a competing technology which out-performs Parsortix may enter the market. Some competitors have greater financial, technical and marketing resources which may allow them to deploy commercial tactics, such as price undercutting, which may restrict the Group and impede its ability to commercialise the Group's product and services.
The future success of the Group depends, in part, on its ability to maintain a competitive position, including an ability to further progress through the necessary preclinical and clinical trials to support commercialisation, marketing authorisation where necessary, and coverage and reimbursement. Other companies may succeed in commercialising products and services earlier than the Group or in developing products and delivering services that are more effective than those which may be offered or delivered by the Group. Whilst the Group will seek to develop its capabilities and keep the costs associated with its technologies low in order to remain competitive, there can be no assurance that research and development by others will not render the Group's products obsolete or uncompetitive, which may have a material adverse effect on the Group's business, financial condition, results or future operations.
Financial condition of the Group
The Group continues to invest in R&D, clinical studies, product development, clinical laboratories and product marketing and consequently is loss making and utilising cash reserves to support operational activities. The commencement of material revenues is difficult to predict as 1) the Group is launching new products and services in an emerging market and suitable clinical applications need to be identified, have successful clinical studies completed, achieve regulatory approvals and achieve market acceptance, and 2) the impact of the Group's FDA clearance to boost research use sales and in particular to be employed in clinical trials is still in the early stages. Operating losses are anticipated to continue for a period while revenues build and this may have a material adverse effect on the Group's business, financial condition, results or future operations.
The availability of future funding
In the event that new funds are required there can be no guarantee that further equity capital or other funding will be available on acceptable terms, at the quantum required, or at all. If required funds are not available, this could affect the Group's ability to commercialise its technology and may require operations to be scaled back, delayed or even affect the ability to continue as a going concern which may have a material adverse effect on the Group's business, financial condition, results or future operations.
Foreign currency risk
The Group has critical European and US suppliers and incurs costs in Euros and US Dollars and is exposed to Euro and US Dollar exchange rates which it is unable to control. As a result, the Group is subject to foreign currency risk due to exchange rate fluctuations which will affect the Group's transaction costs and the translation of its results and which may have a material adverse effect on the Group's business, financial condition, results or future operations.
The ability to secure and maintain intellectual property
The Group's success depends in part on its ability to secure and maintain its intellectual property (IP) such as patent protection for products and devices in order that it can stop others from exploiting its inventions and preserve the confidentiality of its know-how. There is a risk that patent pending applications will not be issued, and there is a risk that the scope of any patent protection obtained may not be sufficient to exclude competitors or provide competitive advantage to the Group. It is possible that competitors may infringe this IP or otherwise challenge its validity including by claiming rights, ownership of the patents or other proprietary rights held by the Group. This could lead to long and protracted litigation to protect the Group's position which may divert resources away from the purposes of the Group, which include nurturing companies through research and development and creating value in IP. Any adverse judgment against the Group could lead to substantial litigation costs, fines and the inability of the Group to manufacture, market or sell any infringing products. Subsequently, this may lead to loss of earnings, which may have a material adverse effect on the Group's business, financial condition, results or future operations.
Reliance on key single source suppliers
It is extremely important that manufacturing of precision equipment is of a consistent and extremely high quality to ensure that instruments and cassettes operate as specified and produce consistent results and meet the necessary manufacturing tolerances specified. Product lead times need to be appropriate for timely delivery of the Group's products whilst also ensuring the required product quality. As a result, the Group is heavily dependent on three key single source suppliers and outsources certain aspects of product development, regulatory advice and manufacturing to specialist organisations that can manufacture the separate cassettes at the required tolerances, can assemble instruments and have capacity for scale up of production. Problems at outsourced manufacturers and their suppliers such as insolvency, disruption to production levels or product lead times or termination of the Group's contracts with such suppliers could lead to disruption in supplies, delays, product inconsistency and product failure, which may have a material adverse effect on the Group's business, financial condition, results or future operations.
Manufacturing capability and/or supply chain issues
Certain products are manufactured internally and manufacturing problems including insufficient capacity could lead to these products not being available when required for use in R&D or for customers as elements of planned product kits. The Group has established a flexible, small volume pilot manufacturing facility in the UK to support the roll out of sample-to-answer imaging and molecular assays to the Group clinical service laboratories and early adopter customers. This provides high levels of operational flexibility whilst maintaining quality system standards.
Despite its in-house manufacturing capabilities, the Group is still exposed to global supply chain issues in relation to highly application specific reagents and materials. Whilst the Group holds a higher level of inventory, reagents and consumables than it normally would, certain reagents either cannot be ordered until their precise make-up is known and/or have a short shelf-life. Ongoing EU trading and human resource issues may further impact the Group's operations. With the UK status as a "Third Country", the movement of goods between the Group and European customers and within the Group's European supply chain may be adversely affected. Any issues with the Group's manufacturing capability and/or supply lines may have a material adverse effect on the Group's business, financial condition, results or future operations.
Market acceptance, clinical recognition and adoption of products
The Group's success depends on both clinical and health economic acceptance of its products. Studies are required to demonstrate the utility of clinical applications and there is a risk that the data may be weak, inconclusive, or negative for the reasons outlined in the risk factor headed "Development and commercialisation of clinical applications". The medical diagnostics market is conservative by nature; CTC systems are an emerging technology and customers may be slow to adopt new products, vested interests may impede market penetration and products may not achieve commercial success.
The Group may not be able to sell its products profitably and/or commercial uptake of the application may be limited if reimbursement by third-party payers is limited or unavailable. The Group may be subject to price limits on reimbursement of products which are outside its control, negatively impacting revenues.
Either of the above factors may have a material adverse effect on the Group's business, financial condition, results or future operations.
Operational disruptions
In order for the Group to operate effectively its infrastructure needs to be robust, efficient and scalable. Unexpected events (such as COVID-19) could disrupt the business by affecting a key facility or critical equipment or donor or patient enrolment which could lead to an inability to undertake development work (e.g. clinical studies with partners). Moreover, the Group may not be able to source required facilities, partners, equipment or supplies at financially viable prices or at a sufficient rate to sustain clinical trials or the production of the Group's products. This may hinder the commercialisation of the Group's products and services and may impact the ability of the Group to develop financially viable products, particularly if competitors are able to leverage greater economies of scale to develop similar products in competition with the Group. This, in turn, may have a material adverse effect on the Group's business, financial condition, results or future operations.
Susceptibility to cyber-crime
Cyber-crime is increasing in sophistication, consequences and incidence, with risks including virus and malware infection, unauthorised access and fraud. The Group collects and stores sensitive personal information and patient data as part of the clinical studies and development of its products and as a result may be at risk from cyber-attacks. Cyber-attacks can result from deliberate attacks or unintentional events and may include (but are not limited to) malicious third parties gaining unauthorised access to the Group's software for the purpose of misappropriating financial assets, intellectual property or sensitive information (such as patient data), corrupting data, or causing operational disruption. Whilst the Directors consider that the Group has taken appropriate steps to protect its systems, there can be no assurance that its efforts will prevent service interruptions or security breaches in its systems or the unauthorised or inadvertent wrongful access or disclosure of confidential information that could have an adverse impact on the Group's business, prospects, results of operations and financial condition or result in the loss, dissemination, or misuse of critical or sensitive information. If the Group suffers from a cyber-attack, whether by a third party or insider, it may incur significant costs (including liability for stolen assets or information) and repairing any damage caused to the Group's network infrastructure and systems. The Group may also suffer reputational damage and loss of investor confidence. If the Group suffers a cyber-attack, this could expose the Group to potential financial and reputational harm which will have a material adverse effect on the Group's business, financial condition, results or future operations.
Adherence to regulation and quality assurance standards
The Group operates in a highly regulated industry and needs to meet recognised quality assurance standards that are subject to third-party audit. The Group must comply with a broad range of regulations relating to the development, approval, manufacturing and marketing of its products and is subject to regulatory inspection. There is a risk that a regulatory audit will find problems that could have severe consequences on the Group's ability to sell products in the relevant country, lead to a loss of marketing authorisation, a loss of reputation, a loss of customers, recall or remediation costs as well as enforcement action and sanctions from a regulator.
Major success with the cancer diagnostic product (and other products) will require regulatory authorisation for clinical use from various regulatory authorities which will require data from studies relating to the efficacy, safety and effectiveness of the product. Regulatory regimes and requirements are complex and still evolving and it is difficult to predict their exact requirements. As such, there can be no assurance that authorisations will be obtained in the time expected or at all. Authorisations may be delayed or not obtained at all and alterations to relevant regulations may result in delays to the development and commercialisation of the Group's products. Furthermore, there is no assurance that future legislation will not impose further government regulation. If it proves difficult to obtain or maintain authorisations, major revenues may be delayed or, without authorisation, may not be achievable, and the Group may lose customers, reputation and may face enforcement or remediation costs, all of which may have a material adverse effect on the Group's business, financial condition, results or future operations.
In-house research and development capabilities
The Group undertakes significant in-house research and development activity with the aim of launching improved and new products and services, but there remain considerable technical risks, which may result in delays, increased costs or ultimately failure. The Group will continue to be involved in complex clinical development processes and industry experience indicates that there may be a high incidence of delay or failure to produce the desired results and the Group may not be able to develop new products or sufficiently adapt products to specific market needs, which may have a material adverse effect on the Group's business, financial condition, results or future operations.
Dependency on key personnel and clinical study partners
The Group's ability to develop its products is dependent upon the services and performance of its management team and key members of staff. With complex and critical development projects, the alignment of business and project objectives, good project planning and clear staff focus are required. In addition, the Group's business operations may require additional expertise in specific industries and areas applicable to products identified and developed by the Group. These activities may require additional new personnel, including management and technical personnel and the development of additional experience by existing employees.
The Group is also heavily dependent on its clinical study partners who are responsible for patient and subject enrolment and on occasion core laboratory work. The Group's inability to recruit or retain key personnel or consultants and/or the loss of any of its clinical study partners may impede the progress of the Company's research and development objectives as well as the commercialisation of its lead and other products, which, in turn, may have a material adverse effect on the Group's business, financial condition, results or future operations.
Development and commercialisation of clinical applications
In addition to its pharma services business and its products business, the Group is developing a clinical application for the triage of women presenting with an abnormal pelvic mass. This is dependent on both a successful harvest of CTCs by the Parsortix system and identifying a set of RNA markers that can discriminate between malignant ovarian cancer and other benign conditions.
The development and commercialisation of clinical applications such as the above is a time-consuming, expensive and uncertain process and delay or failure can occur at any stage. Failure to obtain regulatory approval will prevent the Group or its partners from commercialising or marketing products and services. The successful development of clinical applications is subject to a variety of risks, including the following:
· clinical studies in process may suffer delays, temporary pauses or the Group may be unable to carry out such studies due to factors outside of its control, including (but not limited to) lack of sufficient financial resources, delay or failure to obtain the required authorisations or approvals from regulators to conduct the trial, failure to recruit or withdrawal of clinical trial sites, slow or insufficient suitable patient enrolment, inability to obtain sufficient materials necessary for the conduct of the Group's studies, clinical sites deviating from protocol or failing to conduct the trial in accordance with regulatory requirements including good manufacturing practices or otherwise breaching contractual duties or changes in governmental regulations or administrative actions;
· the data produced from clinical studies (carried out by the Group or by others) may not be sufficient to support the roll out of the clinical application and there can be no guarantee that clinical applications will be developed into commercially viable laboratory tests or regulated devices;
· appropriate third-party payer reimbursement codes may be delayed or may not be obtained thereby limiting commercial uptake of the application; and
· vested and competing interests may impede market acceptance for either a laboratory developed test or a regulated device.
Many of these factors will be beyond the control of the Group. If there are delays in the completion of, or termination of, any ongoing or future clinical trial of the Group's product candidates, the commercial prospects of those product candidates will be harmed, and the ability to generate product revenues from any of these product candidates will be delayed. In addition, any delays in completing clinical trials may slow down product candidate development and approval process and jeopardise the ability to commence product sales and generate revenues. Any of these occurrences may have a material adverse effect on the Group's business, financial condition, results or future operations.
2. RISKS ASSOCIATED WITH THE FUNDRAISING AND GENERAL INVESTMENT RISKS
Dilution
Regardless of whether a Qualifying Shareholder takes up their entitlements under the Open Offer, the effect of the Fundraising will be a reduction of their proportionate ownership and voting interests in the Company (unless a Shareholder participates in the Placing and/or applies for, and obtains, Excess Shares under the Open Offer).
For those Qualifying Shareholders who do not participate in the Open Offer, their proportionate ownership and voting interest in the Company will be reduced further as a consequence of the Open Offer and the percentage that their shareholdings represent of the ordinary share capital of the Company will, following Admission, be reduced accordingly.
Overseas Shareholders will not be able to participate in the Open Offer and/or may otherwise need to observe applicable legal requirements or other formalities to enable them to apply for Open Offer Shares.
Valuation of shares
The Issue Price has been determined by the Company and may not relate to the Company's net asset value, net worth or any established criteria or value. There can be no guarantee that the Ordinary Shares will be able to achieve higher valuations or, if they do so, that such higher valuations can be maintained.
Volatility of share price
The trading price of the Ordinary Shares may be subject to wide fluctuations in response to a number of events and factors, such as variations in operating results, announcements of innovations or new services by the Group or its competitors, changes in financial estimates and recommendations by securities analysts, the share price performance of other companies that investors may deem comparable to the Group, news reports relating to trends in the Group's markets, large purchases or sales of Ordinary Shares, liquidity (or absence of liquidity) in the Ordinary Shares, currency fluctuations, legislative or regulatory changes and general economic conditions. These fluctuations may adversely affect the trading price of the Ordinary Shares regardless of the Group's performance.
In addition, if the stock market in general experiences loss of investor confidence, the trading price of the Ordinary Shares could decline for reasons unrelated to the Group's business, financial condition, operating results or prospects. The trading price of the Ordinary Shares might also decline in reaction to events that affect other companies in the industry, even if such events do not directly affect the Group. Each of these factors, among others, could harm the value of the Ordinary Shares.
Market perception
Market perception of the Company may change, potentially affecting the value of investors' holdings and the ability of the Company to raise further funds by the issue of further Ordinary Shares or otherwise.
Investment risk and AIM
The Existing Ordinary Shares are, and the New Ordinary Shares will be, admitted to trading on AIM rather than the Official List. The rules of AIM are less demanding than those of the Official List and an investment in shares quoted on AIM may carry a higher risk than an investment in shares on the Official List. AIM has been in existence since June 1995, but its future success and liquidity in the market for the Company's securities cannot be guaranteed. Investors should be aware that the value of the Existing Ordinary Shares and the New Ordinary Shares may be volatile and may go down as well as up and investors may therefore not recover their original investment. The market price of the Existing Ordinary Shares and the New Ordinary Shares may not reflect the underlying value of the Company's net assets. The price at which investors may dispose of their shares in the Company may be influenced by a number of factors, some of which may pertain to the Company, and others of which are extraneous. On any disposal, investors may realise less than the original amount invested.
Legislation and tax
The Circular has been prepared on the basis of current legislation, rules and practice and the advisers' interpretation thereof. Such interpretation may not be correct and it is always possible that legislation, rules and practice may change. Any changes in legislation, and, in particular, any changes to the basis of taxation, tax relief and rates of tax, may affect the availability of the relief.
Investors should consider carefully whether an investment in the Company is suitable for them in light of the risk factors outlined above, their personal circumstances and the financial resources available to them.
This list should not be considered an exhaustive statement of all potential risks and uncertainties.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| | 2024 |
| Record Date for entitlements under the Open Offer | 6.00 p.m. on 4 June |
| Announcement of the Fundraising | 5 June |
| Announcement of the result of the Placing and Subscription | 5 June |
| Publication and posting of the Circular and, to Qualifying Non-CREST Shareholders only, the Application Form | 6 June |
| Ex-entitlement date for the Open Offer | 8.00 a.m. on 6 June |
| Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders | as soon as possible after 8.00 a.m. on 7 June |
| First Admission and commencement of dealings in the Placing Shares and the Subscription Shares on AIM | 11 June |
| CREST Members' accounts expected to be credited in respect of Placing Shares and Subscription Shares in uncertificated form | as soon as possible after 8.00 a.m. on 11 June |
| Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 14 June |
| Latest time and date for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 17 June |
| Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 18 June |
| Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 20 June |
| Announcement of the result of the Open Offer | 21 June |
| Second Admission and commencement of dealings in the Open Offer Shares on AIM | 8.00 a.m. on 24 June |
| CREST Members' accounts expected to be credited in respect of Open Offer Shares in uncertificated form | as soon as possible after 8.00 a.m. on 24 June |
| Expected despatch of definitive share certificates for the New Ordinary Shares in certificated form | within 10 Business Days of Second Admission |
APPENDIX 3
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
| "Act" | the Companies Act 2006 (as amended from time to time) |
| "Admission" | First Admission and/or Second Admission (as the context requires) |
| "AIM" | the market of that name operated by London Stock Exchange |
| "AIM Rules" | the AIM Rules for Companies published by London Stock Exchange from time to time |
| "Application Form" | the personalised application form accompanying on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares |
| "Basic Entitlement" | the Open Offer Shares for which a Qualifying Shareholder is entitled to subscribe under the Open Offer calculated on the basis of 1 Open Offer Shares for every 19 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date |
| "Beech Hill Securities" or "Beech Hill" | Beech Hill Securities, Inc., Joint Bookrunner |
| "Berenberg" | Joh. Berenberg, Gossler & Co. KG, London Branch, Nominated Adviser, Corporate Broker, Sole Global Co-Ordinator and Joint Bookrunner |
| "Bookbuild" or "Bookbuilding" | the offering of Placing Shares to Placees by way of an accelerated bookbuild by the Joint Bookrunners 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 Fundraising |
| "Closing Price" | the closing middle market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange |
| "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 Courier and Sorting Service" | the CREST Courier and Sorting Service which manages the movement of share certificates and other documents between CREST counters and registrars where shares are being deposited into or withdrawn from CREST |
| "CREST Manual" | the rules governing the operation of CREST, as published by Euroclear |
| "CREST Member" | a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations) |
| "CREST Participant" | a person who is, in relation to CREST, as system-participant (as defined in the CREST Regulations) |
| "CREST payment" | shall have the meaning in the CREST Manual |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) |
| "CREST Sponsor" | a CREST participant admitted to CREST as a CREST sponsor |
| "CREST Sponsored Member" | a CREST Member admitted to CREST as a sponsored member |
| "Directors" or "Board" | the directors of the Company, or any duly authorised committee thereof |
| "Enlarged Share Capital" | the total number of issued Ordinary Shares on completion of the Fundraising following the issue of the New Ordinary Shares, and assuming that all of the New Ordinary Shares are issued |
| "Euroclear" | Euroclear UK & International Limited, the operator of CREST |
| "Excess Applications" | applications pursuant to the Excess Application Facility |
| "Excess Application Facility" | the mechanism whereby a Qualifying Shareholder, who has taken up his or her Basic Entitlement in full, can apply for Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, as more fully set out in the Circular |
| "Excess CREST Open Offer Entitlements" | in respect of each Qualifying CREST Shareholder who has taken up his or her Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his or her Basic Entitlement credited to his or her stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular |
| "Excess Open Offer Entitlements" | in respect of each Qualifying Shareholder, the entitlement (in addition to his or her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him or her taking up his or her Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular |
| "Excess Shares" | Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and which are offered to Qualifying Shareholders under the Excess Application Facility |
| "Existing Ordinary Shares" | the issued share capital of the Company as at the Latest Practicable Date, being 260,580,547 Ordinary Shares |
| "FCA" | the Financial Conduct Authority |
| "First Admission" | admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules which is expected to take place at 8.00 a.m. on 11 June 2024 |
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
| "Fundraising" | the Placing, the Subscription and the Open Offer |
| "FY23" | the Company's financial year ended 31 December 2023 |
| "FY24" | the Company's financial year ended 31 December 2024 |
| "Group" | the Company, its subsidiaries and its subsidiary undertakings |
| "Issue Price" | 15 pence per New Ordinary Share |
| "JerseyCo" | Project Major Limited, a new Jersey-incorporated subsidiary of the Company which has its registered office at 22 Grenville Street, St Helier, JE4 8PX and registered company number is 154531 |
| "JerseyCo Subscriber" | Berenberg |
| "JerseyCo Subscriber Shares" | 11 ordinary shares of no par value in the capital of JerseyCo and 100 fixed rate redeemable preference shares of no par value in the capital of JerseyCo |
| "Joint Bookrunners" | Berenberg and Beech Hill |
| "Latest Practicable Date" | 4 June 2024 |
| "London Stock Exchange" | London Stock Exchange plc |
| "Material Adverse Change" | a material adverse change in or affecting, or any development reasonably likely to result in a material adverse change in or affecting, the condition (financial, operational, legal, or otherwise) or the earnings, management, results of operations, business affairs, solvency, credit rating or prospects of the Group (taken as a whole), whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing and Open Offer Agreement |
| "New Ordinary Shares" | the Placing Shares, the Subscription Shares and the Open Offer Shares |
| "Open Offer" | the invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders only, the Application Form |
| "Open Offer Entitlement(s)" | the pro rata entitlement of Qualifying Shareholders to subscribe for Open Offer Shares, on and subject to the terms of the Open Offer (and, for the avoidance of doubt, references to "Open Offer Entitlements" include Basic Entitlements and Excess Open Offer Entitlements) |
| "Open Offer Shares" | up to 13,714,641 new Ordinary Shares for which Qualifying Shareholders are being invited to apply, to be issued pursuant to the terms of the Open Offer |
| "Ordinary Shares" | the ordinary shares of 10 pence each in the capital of the Company and "Ordinary Share" shall be construed accordingly |
| "Overseas Shareholders" | Shareholders with a registered address in or who are located or resident in the United States or who have a registered address in or who are located and/or resident in or are a citizen of a Restricted Jurisdiction |
| "Participant ID" | the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant |
| "Placees" | persons to be procured by the Joint Bookrunners to subscribe for Placing Shares pursuant to the Placing and Open Offer Agreement |
| "Placing" | the placing of the Placing Shares by the Joint Bookrunners pursuant to the Placing and Open Offer Agreement |
| "Placing and Open Offer Agreement" | the placing and open offer agreement dated 5 June 2024 entered into between the Company, Berenberg and Beech Hill relating to the Fundraising |
| "Placing Shares" | the new Ordinary Shares proposed to be issued by the Company pursuant to the Placing |
| "Pricing Announcement" | the announcement in the agreed form giving details of the Issue Price and the number of Placing Shares and Subscription Shares |
| "QIB" | a "qualified institutional buyer" as defined in Rule 144A of the Securities Act |
| "Qualifying CREST Shareholders" | Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST at the Record Date |
| "Qualifying Non-CREST Shareholders" | Qualifying Shareholders holding Ordinary Shares in certificated form at the Record Date |
| "Qualifying Shareholders" | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in the Circular |
| "Record Date" | 6.00 p.m. on 4 June 2024 |
| "Registrars" or "Receiving Agent" | Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL |
| "Regulation S" | Regulation S promulgated under the Securities Act |
| "Regulatory Information Service" | a Regulatory Information Service within the meaning given in the AIM Rules |
| "Restricted Jurisdiction" | each and any of Australia, Canada, Japan and the Republic of South Africa |
| "Second Admission" | admission of the Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules which is expected to take place at 8.00 a.m. on 24 June 2024 |
| "Securities Act" | the US Securities Act of 1933, as amended |
| "Settlement Bank" | Berenberg |
| "Shareholders" | holders of Ordinary Shares |
| "Specified Event" | an event occurring or matter arising on or after the date of the Placing and Open Offer Agreement and before First Admission or Second Admission (as relevant) which, if it had occurred or arisen at the time the Warranties were given on the date of the Placing and Open Offer Agreement would have rendered any of the Warranties untrue, inaccurate or misleading |
| "Subscribers" | certain existing Shareholders |
| "Subscription and Transfer Agreements" | (i) the subscription and transfer agreements dated 5 June 2024 between the Company, JerseyCo and the JerseyCo Subscriber in respect of the JerseyCo Shares and (ii) the put and call option agreement dated 5 June 2024 between the JerseyCo Subscriber, the Company and JerseyCo in respect of the JerseyCo Subscriber Shares |
| "Subscriptions" | the proposed subscriptions for the Subscription Shares by Subscribers at the Issue Price pursuant to the Subscription Letters |
| "Subscription Letters" | the letter agreements dated 4 June 2024 between the Company and each of the Subscribers relating to the Subscription Shares |
| "Subscription Shares" | the 25,000,002 new Ordinary Shares to be issued pursuant to the Subscriptions |
| "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 |
| "US Investor Representation Letter" | an investor representation letter to be executed by invited Placees that are QIBs |
| "Terms of Placing" | the terms of placing to be executed by the Company and the Joint Bookrunners at the time of pricing of the Placing substantially in the form set out in the Placing and Open Offer Agreement |
| "U.S." | the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
| "Warranties" | the representations and warranties given pursuant to, and contained in, the Placing and Open Offer Agreement |
| "£" and "p" | pounds and pence sterling, respectively, the lawful currency of the United Kingdom |
APPENDIX 4
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS 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 ANNOUNCEMENT RELATES 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 ANGLE PLC (THE "COMPANY").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in or into the United States except pursuant to an exemption from the registration requirements of the Securities Act. Accordingly, the New Ordinary Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the case of the Placing Shares only, in the United States to persons that are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIB") and that have executed and delivered to the Company and the Joint Bookrunners a US Investor Representation Letter substantially in the form provided to it, in each case, pursuant to an exemption from registration under the Securities Act. No public offering of the New Ordinary Shares will be made in the United States or elsewhere.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Jurisdiction"). The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg" or the "Global Co-ordinator") and Beech Hill Securities, Inc. ("Beech Hill" and together with Berenberg, the "Joint Bookrunners") or any of their respective Affiliates or any of its or their respective agents, directors, officers or employees (collectively "Representatives") which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or acquire securities referred to herein in any Restricted Jurisdiction or any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Jurisdiction or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Jurisdiction .
None of the Company, the Joint Bookrunners or any of their respective Affiliates or its or their respective Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner or any of its Affiliates or its or their respective Representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees") will be deemed (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
if it is in a member state of the EEA, it is a Qualified Investor;
if it is in the United Kingdom, it is a UK Qualified Investor;
it is acquiring Placing Shares for its own account or is acquiring Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;
if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing 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 a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where the Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons; and
the Company and the Joint Bookrunners will rely upon the truth and accuracy of, and compliance with, the foregoing representations, undertakings, warranties, agreements and acknowledgements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Joint Bookrunner confirms to such Placee its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuilding Process
Following this Announcement, the Joint Bookrunners will today commence the bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.
Details of the Placing and Open Offer Agreement and of the Placing Shares
Berenberg is acting as global coordinator and Berenberg and Beech Hill are acting as joint bookrunners in connection with the Placing. Berenberg is acting as the Settlement Bank. The Joint Bookrunners are not acting for the Company with respect to the Open Offer or the Subscription.
The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares in such number to be determined following completion of the Bookbuilding Process and as set out in the Placing Agreement. The final number of Placing Shares will be determined by the Company and the Global Co-ordinator at the close of the Bookbuilding Process and will be set out in the executed Terms of Placing. The timing of the closing of the book and allocations will be agreed between the Global Co-ordinator and the Company (to the extent permitted by applicable law and subject to the agreed principles of allocation). Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.
Subject to the execution of the Terms of Placing, each Joint Bookrunner has severally (and not jointly nor jointly and severally) agreed with the Company, to the extent that Placees fail to take up Placing Shares which they have agreed to acquire, to take up such Placing Shares itself at the Issue Price on the Closing Date in its agreed proportion.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the Closing Date. The New Ordinary Shares will be issued free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. The JerseyCo Subscriber will subscribe for ordinary shares and redeemable preference shares in JerseyCo, a Jersey incorporated wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to the JerseyCo Subscriber.
Applications for admission to trading
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares and Subscription Shares to trading on AIM ("First Admission"). It is expected that First Admission will become effective at 8.00 a.m. (London time) on 11 June 2024 or such later time and date (being not later than 8.00 a.m. (London time) on 25 June 2024) as the Global Co-ordinator and the Company may agree.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by a Joint Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter bids in the Bookbuilding Process as principal.
3. The Bookbuilding Process, if successful, will establish the aggregate proceeds to be raised through the Placing as agreed between the Global Co-ordinator and the Company. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuilding Process (the "Pricing Announcement").
4. To bid in the Bookbuilding Process, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price. Bids may be scaled down by the Global Coordinators on the basis referred to in paragraph 8 below.
5. A bid in the Bookbuilding Process 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 the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and each Joint Bookrunner. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to each Joint Bookrunner, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) as agents for the Company in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
6. The Bookbuilding Process is expected to close no later than 5.00 p.m. (London time) on 5 June 2024, but may be closed earlier or later at the discretion of the Global Co-ordinator. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.
7. Each Placee's allocation will be agreed between the Global Co-ordinator and the Company (to the extent permitted by applicable law and subject to the agreed principles of allocation) and will be confirmed to Placees orally or in writing by the relevant Joint Bookrunner following the close of the Bookbuilding Process and a trade confirmation will be dispatched as soon as possible thereafter. That oral or written confirmation (at the Joint Bookrunner's discretion) to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Issue Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents.
8. The Global Co-ordinator will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares. Subject to paragraphs 4 and 5 above, the Global Co-ordinator may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Global Co-ordinator may, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Global Co-ordinator. The Company reserves the right (upon agreement with the Global Co-ordinator) to reduce or seek to increase the amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the United States shall be conditional on the delivery by each Placee of a US Investor Representation Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press release or other announcement will be made by any Joint Bookrunner 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.
Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing 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".
All obligations under the Bookbuilding Process 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 "Termination of the Placing Agreement".
By participating in the Bookbuilding Process, 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 a Joint Bookrunner.
To the fullest extent permissible by law, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, the Joint Bookrunners nor any of their respective Affiliates nor any of their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and their respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing and Open Offer Agreement are conditional on certain conditions including, amongst other things:
(a) the Terms of Placing having been executed and delivered by the Company and the Joint Bookrunners by no later than 7.00 a.m. (London time) on the Business Day immediately following the date of this Announcement (or such later time and date as the Company and the Global Co-ordinator may agree in writing);
(b) the publication by the Company of the Pricing Announcement through a Regulatory Information Service as soon as reasonably practicable following the execution of the Terms of Placing;
(c) neither the Company nor JerseyCo being in breach of any of their respective obligations and undertakings under the Placing Agreement or the Subscription and Transfer Agreements which fall to be performed or satisfied prior to First Admission;
(d) each of the Warranties being true, accurate and not misleading: (i) as at the date of the Placing Agreement; (ii) as at the time of the execution of the Terms of Placing; and (iii) as at and on First Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;
(e) in the opinion of the Global Co-ordinator (acting in good faith), no Specified Event having occurred;
(f) no matter having arisen in respect of which indemnification or contribution may be sought from the Company by any indemnified person under the Placing and Open Offer Agreement;
(g) in the opinion of the Global Co-ordinator (acting good faith), there not having been any Material Adverse Change at any time prior to First Admission (whether or not foreseeable at the date of the Placing and Open Offer Agreement);
(h) certain documents referred to in the Placing and Open Offer Agreement having been delivered in accordance with and at the times specified in accordance with the Placing and Open Offer Agreement;
(i) the Company having allotted, subject only to First Admission, the Placing Shares and Subscription Shares in accordance with the Placing and Open Offer Agreement;
(j) (i) each Subscription Letter remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to First Admission; (ii) no condition to which any Subscription Letter is subject having become incapable of satisfaction and not having been waived prior to First Admission; and (iii) no event having arisen prior to First Admission which gives a party thereto a right to terminate any Subscription Letter, save, in each case, in circumstances where the parties agree in the Terms of Placing that no Subscription Shares will be issued;
(k) (i) each of the Subscription and Transfer Agreements remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to First Admission; (ii) no condition to which the either agreement is subject having become incapable of satisfaction and not having been waived prior to First Admission (save for the condition in each agreement relating to First Admission); and (iii) no event having arisen prior to First Admission which gives a party thereto a right to terminate either agreement;
(l) First Admission occurring no later than 8.00am on the Closing Date (or such later time and/or date as the Global Co-ordinator and the Company may agree in writing, being not later than 8.00 a.m. on 25 June 2024),
(all conditions to the obligations of the Joint Bookrunners included in the Placing and Open Offer Agreement being together, the "Conditions").
If: (i) any of the Conditions are not fulfilled or, where permitted, waived or extended by the Global Co-ordinator in accordance with the Placing and Open Offer Agreement; or (ii) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placing is acting) in respect thereof.
No Joint Bookrunner nor any of its Affiliates or its or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition 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 the Global Co-ordinator. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective Affiliates under the Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999, as amended or otherwise.
By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Global Co-ordinator may, after consultation with the Company to the extent reasonably practicable, in its absolute discretion, terminate the Placing and Open Offer Agreement in accordance with its terms in certain circumstances, including, amongst other things if at any time prior to First Admission:
(a) any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Placing or Open Offer is or has become untrue or inaccurate in any material respect or misleading in any respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute a material inaccuracy or omission from such document or announcement;
(b) there has been a breach by the Company any of its obligations under the Placing Agreement or the Subscription and Transfer Agreements save for any breach which is, in the opinion of the Global Co-ordinator (acting in good faith), not material;
(c) there has been a breach by the Company of any of Warranties or any of such Warranties is not, or has ceased to be, true, accurate and not misleading;
(d) in the opinion of the Global Co-ordinator (acting in good faith) a Specified Event has occurred;
(e) there has been a breach by JerseyCo of any of its obligations under the Subscription and Transfer Agreements save for any breach which is, in the opinion of the Global Co-ordinator (acting in good faith), not material;
(f) there has been a breach of any provision of any Subscription Letter, the Circular or the Application Form or a waiver of any condition thereto, in each case, by the Company save for any breach which is, in the opinion of the Global Co-ordinator (acting in good faith), not material;
(g) in the opinion of the Global Co-ordinator (acting in good faith), there has been a Material Adverse Change;
(h) there has occurred, or in the opinion of the Global Co-ordinator (acting in good faith) it is reasonably likely that there will occur:
(1) any material adverse change in the financial markets in the United Kingdom, any member state of the EEA, the United States or the international financial markets, any outbreak or escalation of hostilities or war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls;
(2) a suspension of, or occurrence of material limitations to, trading in any securities of the Company by the London Stock Exchange or any other exchange or over-the-counter market, or of trading generally on the London Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or any over-the-counter market, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices of securities having been required, by any of such exchanges or by such system or by order of the FCA, the London Stock Exchange, the SEC, the Financial Industry Regulatory Authority, Inc. or any other Agency, or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, any member state of the EEA or the United States;
(3) a declaration of a banking moratorium by the United Kingdom, any member state of the EEA, the United States or New York authorities; or
(4) any actual or prospective adverse change or development in United Kingdom, United States or Jersey taxation materially affecting any Group company, the New Ordinary Shares or the JerseyCo Subscriber Shares, or the transfer thereof,
where the effect, in each case, is such that (either singly or together with any other event referred to in this paragraph (h)), in the opinion of the Global Co-ordinator (acting in good faith), it is inadvisable or impracticable to market the New Ordinary Shares or to enforce contracts for the sale of the New Ordinary Shares; or
(i) the Company's application for First Admission is withdrawn or refused by the London Stock Exchange or, in the opinion of the Global Co-ordinator (acting in good faith), will not be granted.
If the Placing and Open Offer 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 may be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise or non-exercise by the Global Co-ordinator of any right of termination or other right or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Global Co-ordinator or for agreement between the Company and the Global Co-ordinator (as the case may be) and that neither the Company nor the Global Co-ordinator need make any reference to, or consult with, Placees and that none of the Company, the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA or the London Stock Exchange (or any other authority) in relation to the Placing or First Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation or otherwise) to be published in the United Kingdom or any equivalent jurisdiction.
Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Exchange Information (as defined below) and subject to the further terms set forth in the electronic trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not been independently verified by the Joint Bookrunners. Each Placee, by accepting a participation in the Placing, further confirms to the Company and each Joint Bookrunner that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or any Joint Bookrunner or its Affiliates or any other person and none of the Company, the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, 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 or limit the liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of the Placing and Open Offer Agreement and the date which is 120 calendar days after Second Admission, it will not, without the prior written consent of the Global Co-ordinator, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Global Co-ordinator and the Company.
By participating in the Placing, Placees agree that the exercise by the Global Co-ordinator of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Global Co-ordinator and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0034330679) following First Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, including in certificated form, 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 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 that it has in place with the relevant Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.
The Company will deliver the Placing Shares to a CREST account operated by the Settlement Bank as agent for and on behalf of the Company and the Settlement Bank will enter its delivery (DEL) instruction into the CREST system. The Settlement Bank will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 11 June 2024 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed the Joint Bookrunners, or any nominee of any Joint Bookrunner as its agent to use its reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which each Joint Bookrunner lawfully takes on such Placee's behalf. Each Placee agrees that each Joint Bookrunners' rights and benefits under this paragraph may be assigned in that Joint Bookrunner's discretion.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing 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 Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), no Joint Bookrunner nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (before itself and for any person on behalf of which it is acting) with each Joint Bookrunner (in their capacity as joint bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuilding Process and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with First Admission, the Bookbuilding Process, the Placing, the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuilding Process, the Placing, First Admission or the Placing Shares;
3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (i) above, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;
4. none of the Company nor any of the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuilding Process, the Placing or the Company or any other person other than this Announcement, nor has it requested the Company, any Joint Bookrunner, any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Joint Bookrunners, it and any person on behalf of which it is participating is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;
6. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that no Joint Bookrunner nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them have made any representations to it, express or implied, with respect to the Company, the Bookbuilding Process, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of this Announcement or the Exchange Information, nor has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company, including, without limitation, any Exchange Information, 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 any information previously or simultaneously published by or on behalf of the Company or otherwise. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
7. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Company, any Joint Bookrunner or any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them and neither the Company, any Joint Bookrunner nor any of their respective Affiliates or its or their respective Representatives 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;
8. it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing;
9. it has not relied on any information relating to the Company contained in any research reports prepared by any Joint Bookrunner, any of its Affiliates or any person acting on its or their behalf and understands that (i) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10. (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder of Placing 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); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
11. that no action has been or will be taken by the Company, any Joint Bookrunner or any person acting on behalf of the Company or any Joint Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
12. (i) it (and any person acting on its behalf) is entitled to acquire, the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) 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; (iv) it has not taken any action or omitted to take any action which will or may result in the Company, any Joint Bookrunner or any of their respective Affiliates or its or their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (v) the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
13. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its 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 Announcement) and will honour such obligations;
14. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") 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. If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner has not received such satisfactory evidence, such Joint Bookrunner may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Joint Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
15. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to each Joint Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
16. it is a Relevant Person and undertakes that it will (as principal or agent) acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;
18. if it is in a member state of the EEA, it is a Qualified Investor;
19. if it is in the United Kingdom, it is a UK Qualified Investor;
20. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing 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 a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
21. it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be either: (i) located outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a QIB;
22. the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;
23. it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution thereof (within the meaning of the Securities Act);
24. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing (including electronic copies thereof), in or into the United States or any Restricted Jurisdiction to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
25. where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such account;
26. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
27. it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its 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 FSMA;
28. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
29. 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
30. it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;
31. if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;
32. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other persons or sold as any Joint Bookrunner (or its assignee) may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
33. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
34. no Joint Bookrunner nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner and no Joint Bookrunner has any duties or responsibilities 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 and Open Offer Agreement nor for the exercise or performance of any of any Joint Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
35. the exercise by any Joint Bookrunner of any right or discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Joint Bookrunners and the relevant Joint Bookrunner or the Joint Bookrunners (acting jointly) (as the case may be) need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Bookrunners, the Company or any of their respective Affiliates under the Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;
36. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. No Joint Bookrunner, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Settlement Bank who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
37. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) 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, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any Joint Bookrunner or the Company 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;
38. each of the Company, the Joint Bookrunners and their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each Joint Bookrunner and the Company 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;
39. it will indemnify on an after-tax-basis and hold the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
40. it irrevocably appoints any director or authorised signatory of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
41. its commitment to acquire Placing Shares on the terms set out herein and in any electric trade confirmation will continue notwithstanding any amendment that may in 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's or the Joint Bookrunners' conduct of the Placing;
42. in making any decision to acquire the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf any Joint Bookrunner; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to the Company, any Joint Bookrunner, any of its Affiliates or their respective Representatives or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;
43. neither the Company nor any Joint Bookrunner owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing and Open Offer Agreement or these terms and conditions;
44. in connection with the Placing, a Joint Bookrunner and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to a Joint Bookrunner or any of its Affiliates acting in such capacity. In addition, a Joint Bookrunner or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. No Joint Bookrunner nor any of its Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and
45. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and each Joint Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK 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 Placing Shares in question. Neither the Company nor any Joint Bookrunner will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Company nor any Joint Bookrunner are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Joint Bookrunner and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any Joint Bookrunner or their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each Joint Bookrunner and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Joint Bookrunner is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any Joint Bookrunner any money held in an account with such Joint Bookrunner 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; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.
Time is of the essence as regards each Placee's obligations under this Appendix.
Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to any Joint Bookrunner.
The rights and remedies of each Joint Bookrunner and the Company under the terms and conditions set out in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Joint Bookrunner: (a) if they are an individual, their nationality; or (b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.