TIDMANIC
RNS Number : 2307Y
Agronomics Limited
11 May 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310)
("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
11 May 2021
Agronomics Limited
("Agronomics" or the "Company")
Proposed Fundraise to raise minimum GBP50 million
Conditional Subscription and launch of proposed Placing by way
of accelerated bookbuild
Proposed Broker Option
Notice of General Meeting
Agronomics Limited (AIM:ANIC), a leading listed investor in
cellular agriculture with a focus on cultivated meat and
alternative proteins, announces a conditional subscription and a
conditional placing to raise a minimum of GBP50 million (before
expenses) (together the "Fundraise"). The Fundraise is conditional
on the approval by Shareholders of the necessary resolutions
granting authority for the Directors to issue ordinary shares at a
General Meeting to be held at 11:00 a.m. on 28 May 2021 at the
Claremont Hotel, Loch Promenade, Douglas, Isle of Man IM1 2LX
("General Meeting").
Fundraising Highlights:
-- The Fundraise to raise minimum gross proceeds of GBP50
million through the proposed issue of a minimum 227,272,727 new
ordinary shares of GBP0.000001 each ("New Ordinary Shares") at 22
pence per share ("Issue Price") (the "Fundraising Shares") with
warrants, exercisable at 28.5 pence per share with a 2 year expiry,
attached to the Fundraising Shares on a 1-for-1 basis
("Warrants").
-- The conditional subscription ("Subscription") has raised
GBP28.88 million through the proposed issue of 131,289,323 New
Ordinary Shares ("Subscription Shares") at the Issue Price.
-- The conditional placing ("Placing") is expected to raise a
minimum of GBP21.12 million through the issue of a minimum of
95,983,404 Ordinary Shares ("Placing Shares") at the Issue
Price.
-- The Placing will be conducted by way of an accelerated
bookbuild process arranged by Cenkos Securities plc ("Cenkos")
which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix 2 to
this Announcement and is expected to close on 11 May 2021. A
further announcement will be made in due course, confirming the
final quantum and number of shares to be raised pursuant to the
Placing, once the bookbuild is closed.
-- To provide shareholders and other investors who did not
initially have the opportunity to participate in the Fundraising to
now do so, the Company is expected to grant an option (the "Broker
Option") allowing subscriptions up to GBP2 million with priority
given to existing shareholders of the Company. Further details on
the Broker Option will be provided following the closing of the
accelerated bookbuild.
-- Issue Price represents a 24.9 per cent. discount to the 20
day volume weighted average price (VWAP) of 29.3 pence per Ordinary
Share up to and including 10 May 2021 (being the last practicable
dealing date prior to the pricing of the transaction). The Issue
Price is also at a premium of 254 per cent. to the latest reported
net asset value ("NAV") of 6.22 pence per share as at 31 March
2021.
-- The Subscription was undertaken by the Company and Peterhouse
Capital Limited ("Peterhouse") with the assistance of Shellbay
Limited. Shellbay Limited will not charge any commission or fees
directly in relation to the fundraising assistance, however
Shellbay shall be entitled to an annual fee equal to the value of
15% of any increase between the Company's NAV on a per issued share
basis at the start of a reporting period and 30 June each year, as
outlined in the Company's announcement of 6 May 2021.
-- The net proceeds of the Fundraising and Broker Option will
principally be used by the Company to finance further investment
into current portfolio companies and projects, investment in new
opportunities within the "cultivated meat" sector (and other
related sectors), and development and commercialisation of
intellectual property where the Company holds an interest.
Richard Reed, Non-Executive Chairman, Agronomics commented:
"Agronomics has expanded rapidly over the past two years, and
this financing will further accelerate its growth. We anticipate it
will provide the full funding to support our existing portfolio
companies through their next financing rounds, while also giving us
sufficient capital to pursue acquisitions of new investments in
this exciting field as it enters into what we expect will be a
multi-decade growth phase ."
Use of Proceeds and Pipeline Investments
The net proceeds of the Fundraise after expenses will
principally be used by the Company to finance further investment
into current portfolio companies and projects, investment in new
opportunities within the "cultivated meat" sector (and other
related sectors), and development and commercialisation of
intellectual property where the Company holds an interest, as
outlined in its investing policy, a copy of which can be found
online at https://agronomics.im/investing-policy-3/ .
General Meeting
The Fundraising Shares will be subject to the approval of
Shareholders at the General Meeting of the resolutions
("Resolutions") granting authority to the directors to allot
Ordinary Shares (including the Fundraising Shares) free from
pre-emption. A circular (the "Circular") containing further details
of the Fundraising and the General Meeting to be held on 28 May
2021 is being posted to Shareholders on or around 12 May 2021 and
will be available to view on the Company's website.
Please note that arrangements for the General Meeting are
different from those of general meetings previously held by the
Company. Restrictions on personal movement and social distancing
measures implemented by the UK and Isle of Man Governments in
response to the COVID-19 pandemic mean that special measures will
be adopted for the General Meeting to protect the health and safety
of the Company's shareholders ("Shareholders"). The Board requests
that no Shareholder attends the General Meeting in person. Any
Shareholders that do attend will be refused entry. Only those who
are required to form the quorum will attend in person and those
Shareholders will constitute the minimum quorum for the meeting to
take place. Shareholders are encouraged to vote in respect of their
shares by appointing the Chairman of the Company as proxy.
Application for Admission
Application will be made to the London Stock Exchange for the
Fundraising Shares to be admitted to trading on AIM ("Admission")
and Admission is expected to become effective and trading will
commence at 8 a.m. on or around 1 June 2021. Admission will be
subject to shareholder approval of the Resolutions . Following
Admission, the Fundraising Shares and will rank pari passu with the
existing Ordinary Shares in issue.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos, as agent
for the Company, has conditionally agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing Agreement is conditional upon, amongst
other things, none of the warranties given to Cenkos, Beaumont
Cornish and Peterhouse prior to Admission being or becoming untrue,
inaccurate or misleading in any respects.
Under the Placing Agreement, the Company has agreed to pay to
Cenkos and Beaumont Cornish Limited, the Company's Nominated
Adviser, a fixed sum and/or commissions based on the aggregate
value of the Fundraising, and the costs and expenses incurred in
relation to the Placing.
The Placing Agreement contains customary warranties given by the
Company in favour of Cenkos, Peterhouse and Beaumont Cornish
Limited in relation to, amongst other things, the accuracy of the
information in this announcement and other matters relating to the
Group and its business. In addition, the Company has agreed to
indemnify Cenkos, Peterhouse and Beaumont Cornish Limited (and
their respective affiliates) in relation to certain liabilities
which they may incur in respect of the Placing.
Cenkos and Beaumont Cornish Limited have the right to terminate
the Placing Agreement in certain circumstances prior to Admission.
In particular, in the event of breach of the warranties or a
material adverse change or if the Placing Agreement does not become
unconditional.
Warrants
Participants in the Fundraising and Broker Option shall receive
one warrant for every one ordinary share subscribed for. Each
Warrant shall have an exercise price of 28.5 pence per share and
have an expiry date of two years from the date of grant of the
Warrant.
Each Warrant shall entitle the holder to subscribe for one
Ordinary Share on any Exercise Date during the two year period
commencing on the date of grant of any Warrant. The Exercise Date
is the last Business Day of each Quarter being the three month
periods of (i) January to March; (ii) April to June; (iii) July to
September and (iv) October to December. Any Notice of Exercise
received by the Receiving Agent in a Quarter shall be deemed to be
exercised only on the next following Exercise Date after the
receipt by the Receiving Agent of the Notice of Exercise.
Each Warrant Holder shall be entitled to either:
-- hold their Warrants in CREST in uncertificated form; or
-- receive a certificate confirming the date on which the holder
or holders thereof are entered on the Register as the holder or
holders of such Warrants.
The Warrants may be exercised through CREST, in respect of those
warrants held in CREST, or by lodging a physical notice of exercise
with the Receiving Agent, in relation to those holding their
Warrants in certificated form. Ordinary Shares to be issued
pursuant to any Notice of Exercise delivered during a Quarter shall
be issued by the Company on the fifth Business Day following the
relevant Exercise Date.
A Warrant can be sold, transferred or otherwise assigned either
(i) by written instrument signed by the transferor and the
transferee and delivered to the Receiving Agent with the relevant
Certificate, or (ii) via CREST transfer in the ordinary course.
For further information, please contact:
Agronomics Limited Beaumont Cornish Cenkos Securities Plc Peterhouse Capital TB Cardew
Limited Limited
The Company Nomad Joint Broker Joint Broker Public Relations
----------------------- ---------------------- ---------------------- -----------------------
Richard Reed Roland Cornish Giles Balleny Lucy Williams Ed Orlebar
Denham Eke James Biddle Michael Johnson Charles Goodfellow Joe McGregor
----------------------- ---------------------- ---------------------- -----------------------
+44 (0) 20 7930 0777
+44 (0) 7738 724 630
+44 (0) 1624 639396 +44 (0) 207 628 3396 +44 (0) 207 397 8900 +44 (0) 207 469 0936 agronomics@tbcardew.com
----------------------- ---------------------- ---------------------- -----------------------
Additional Information on the Company and the Fundraising:
About Agronomics
Agronomics is a leading listed investor in cellular agriculture
with a focus on cultivated meat and alternative proteins. The
Company has established portfolio of 16 companies at the seed to
series B stage in this rapidly advancing sector. It seeks to secure
a 5-10% initial ownership in technologies with defensible
intellectual property that offer new ways of producing food and
materials with a focus on products historically derived from
animals. These technologies are driving a major disruption in
agriculture, offering solutions to improve sustainability, as well
as addressing human health, animal welfare and environmental
damage. This disruption will decouple supply chains from the
environment and animals, as well as being fundamental to feeding
the world's expanding population. A full list of Agronomics'
portfolio companies is available at https://agronomics.im/
About the Cultivated Meat Sector
Investment in the Cultivated Meat market is growing extremely
rapidly with c$ 150 million invested globally between 2016 - 2019
but over $270 million raised in 2020 alone, with further material
raises anticipated as funding requirements growing rapidly in the
near term to build out manufacturing facilities. Currently it is
estimated that there are 60 companies globally within the sector.
AT Kearney, a global consultancy, has predicted that Cultivated
Meat's market share of meat consumption will be 35% by 2040.
Important Notices
This announcement contains 'forward-looking statements'
concerning the Company that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. The Company does not undertake any obligation to
update or revise publicly any of the forward-looking statements set
out herein, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
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 U.S. Securities Act of 1933,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Cenkos Securities plc,
Peterhouse Capital Limited or Beaumont Cornish Limited that would
permit an offering of such shares or possession or distribution of
this announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company, Cenkos Securities
plc, Peterhouse Capital Limited and Beaumont Cornish Limited to
inform themselves about, and to observe, any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, the Republic of South
Africa or Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
Cenkos Securities plc, who is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
bookrunner to the Company in relation to the Placing and is not
acting for any other persons in relation to the Placing. Cenkos
Securities plc is acting exclusively for the Company and for no one
else in relation to the matters described in this announcement and
is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities plc, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Beaumont Cornish Limited is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
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 Cenkos
Securities plc, Peterhouse Capital Limited or Beaumont Cornish
Limited or by any of their respective affiliates or agents 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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cenkos Securities plc and Peterhouse
Capital Limited will only procure investors who meet the criteria
of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to Placing Shares.
Appendix 1 - Expected Timetable Of Principal Events
Announcement of results of the Placing and 11 May 2021
Subscription
Posting of the Circular 12 May 2021
Latest time and date for applications under 26 May 2021
the Broker Option (if not closed beforehand)
Latest time and date for receipt of proxy 11.00 a.m. on 26 May
voting instructions for the General Meeting 2021
General Meeting 11.00 a.m. on 28 May
2021
Announcement of result of General Meeting 28 May 2021
Admission of the Fundraising Shares and the 1 June 2021
Broker Option Shares
CREST accounts credited in respect of the 1 June 2021
Fundraising Shares and the Broker Option
Shares and the Warrants
Where applicable, expected date for dispatch Within 5 business
of definitive share certificates for Fundraising days of Admission
Shares and Broker Option Shares and Warrants
in certificated form
Appendix 2 - Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN
APPROVED BY ANY REGULATORY BODY.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES AND WARRANTS
IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS OR MAY BE RESTRICTED (SAVE FOR THE UNITED KINGDOM)
OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY
BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR
TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR
REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE
NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE
BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA
IN RELATION TO THE PLACING SHARES AND WARRANTS AND THE PLACING
SHARES AND WARRANTS 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 OR THE UNITED STATES. ACCORDINGLY, THE
PLACING SHARES AND WARRANTS MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR
ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS
(INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A
CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF
THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY
ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES AND WARRANTS IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS
BEEN TAKEN BY THE COMPANY OR CENKOS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS
THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES AND WARRANTS OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES AND
WARRANTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED, OTHER THAN THE UNITED KINGDOM. PERSONS TO WHOSE ATTENTION
THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND
CENKOS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE ("EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION") WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS)
OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS 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 THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN
NOR WILL BE REGISTERED UNDER THE SECURITIES ACT, UNDER THE
SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN
AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF
THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. THE PLACING SHARES AND WARRANTS MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
US PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES
WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN
THE UNITED STATES. THE PLACING SHARES AND WARRANTS CANNOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO US PERSONS.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES, THE COMPANY ASSUMES NO OBLIGATION TO PUBLICLY
RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE
DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER
THE DATE OF THIS ANNOUNCEMENT. NO STATEMENT IN THIS ANNOUNCEMENT IS
INTED TO COMPRISE A PROFIT FORECAST OR ESTIMATE, AND NO STATEMENT
IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS
PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD MATCH OR EXCEED HISTORICAL PUBLISHED EARNINGS PER SHARE OF
THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE 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 CENKOS OR ANY OF ITS RESPECTIVE ADVISERS,
AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES,
OFFICERS OR ANY OTHER PERSON 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 PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
Solely for the purposes of the product governance requirements
contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (including insofar as
MiFID II and the MiFID II Delegated Directive constitute retained
EU law (as defined in section 6(7) of the European Union
(Withdrawal) Act 2018) in the United Kingdom ("Retained MiFID
Provisions)) (together the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares and
Warrants have been subject to a product approval process, which has
determined that such Placing Shares and Warrants are; (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II and the
Retained MiFID Provisions; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II and
the Retained MiFID Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors (as
defined within the MiFID II Product Governance Requirements) and
investors 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 Placing Shares and Warrants 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, Cenkos 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 of appropriateness for the purposes of MiFID II or
the Retained MiFID Provisions; 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 and
Warrants. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
Warrants and determining appropriate distribution channels.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
the Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares and Warrants on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares or Warrants.
Details of the Placing Agreement and the Placing Shares and
Warrants
Cenkos as bookrunner (the "Bookrunner") has entered into the
Placing Agreement with the Company pursuant to which, on the terms
and subject to the conditions set out in such Placing Agreement,
Cenkos as agent for and on behalf of the Company, has conditionally
agreed to use its reasonable endeavours to procure Placees for the
Placing Shares and Warrants at the Issue Price. The Placing is not
being underwritten by Cenkos or any other person.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares. The Warrants will be subject to the terms of
the deed poll constituting the Warrants.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of, amongst
others, Cenkos. Cenkos has absolute discretion as to whether or not
to bring an action against the Company for breach of these
undertakings, warranties and indemnities.
Cenkos has the right to terminate the Placing Agreement in
certain circumstances, details of some of which are set out
below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission.
It is expected that Admission will take place at 8.00 a.m. on 1
June 2021 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
Cenkos is acting as Bookrunner broker to the Placing, as agent
for and on behalf of the Company. Cenkos is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to the customers of Cenkos or for providing advice in
relation to the matters described in this Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of
assessing demand from institutional and other investors for
subscribing for Placing Shares and Warrants at the Issue Price and
the Company then issuing the new Ordinary Shares and Warrants under
the Placing to raise minimum approximately GBP 21.12 million for
the Company before expenses. The exact number of Placing Shares and
Warrants to be allocated and issued to each Placee shall be
determined by the Bookrunner and the Company following completion
of the Bookbuild. The Bookrunner will commence the Bookbuild today
and it is expected to close no later than 4:30 p.m. today but may
be closed earlier or later at Cenkos' discretion. Completion of the
Bookbuild is at the discretion of the Company and there is no
guarantee that the Bookbuild will be completed. Cenkos may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The number of Placing Shares and Warrants
will be announced on a Regulatory Information Service following
completion of the Bookbuild.
Each Placee's allocation of Placing Shares and Warrants will be
communicated orally by Cenkos to the relevant Placee. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by such Placee, in favour of Cenkos and the Company,
under which it agrees to acquire the number of Placing Shares and
Warrants allocated to it at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
Cenkos' consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such
oral confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
Form of Confirmation issued to such Placee by Cenkos. The Form of
Confirmation will set out the number of Placing Shares and Warrants
allocated, the Issue Price and the aggregate amount owed by such
Placee to Cenkos. The terms of this Appendix will be deemed
incorporated in that contract note.
An offer to acquire Placing Shares and Warrants which has been
communicated by a prospective Placee to Cenkos which has not been
withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation immediately
following the publication of this Announcement without the consent
of Cenkos.
The Issue Price shall be payable to Cenkos by all Placees in
respect of their respective allocation of Placing Shares and
Warrants.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos (as agent for the Company), to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares and Warrants to be acquired pursuant to the Placing
will be required to be made on the basis explained below under
"Registration and Settlement".
All obligations of Cenkos under the Placing will be subject to
fulfilment 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".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement will not be capable of rescission or termination
by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of Cenkos' affiliates, agents,
directors, officers, employees or consultants, (c) to the extent
not contained within (a) or (b), any person connected with Cenkos
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Cenkos) or (d) any person acting on
Cenkos' behalf shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Cenkos nor any of its respective affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as
Cenkos and the Company may agree.
Registration and Settlement
Each Placee which has been allocated new Ordinary Shares in the
Placing will be sent a Letter of Confirmation by Cenkos stating,
inter alia, the number of Placing Shares and Warrants allocated to
it, the Issue Price and the aggregate amount owed by them to
Cenkos.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Cenkos in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Cenkos.
Settlement of transactions in the Placing Shares (ISIN:
IM00B6QH1J21) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST with respect to the
Placing Shares is expected to occur at 8.00 a.m. on 1 June
2021.
Settlement of the Warrants (ISIN: IM00BN29W767) subscribed in
the Placing along with the Placing Shares will take place within
the CREST system, subject to certain exceptions. Settlement through
CREST with respect to the Warrants is expected to occur at 8.00
a.m. on 1 June 2021 by delivery of the Warrants directly from Link
Market Services Limited acting as the Company's receiving agent
("Receiving Agent").
In accordance with the Form of Confirmation, settlement of the
Placing Shares will be on a delivery versus payment basis,
settlement of the Warrants will be delivered free of payment by the
Receiving Agent.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Cenkos may agree that the Placing Shares
and the Warrants should be issued in certificated form.
Cenkos reserves the right to require settlement for the Placing
Shares and the Warrants, and to deliver the Placing Shares and
Warrant to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
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 prevailing LIBOR as
determined by Cenkos.
Each Placee is deemed to agree that if it does not comply with
these obligations, Cenkos may sell any or all of their Placing
Shares and Warrants on their behalf and retain from the proceeds,
for Cenkos' account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares and Warrants on their
behalf.
If Placing Shares and Warrants are to be delivered to a
custodian or settlement agent, Placees must ensure that, upon
receipt, the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares and Warrants 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 and Warrants should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cenkos under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 1 June 2021
or such later time as Cenkos may agree in writing with the Company
(but in any event not later than 8.00 a.m. on 30 June 2021),
(all conditions to the obligations of Cenkos included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and Cenkos may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Placing shall be returned to such Placee
without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Certain Conditions may be waived in whole or in part by Cenkos
acting in its absolute discretion and Cenkos may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix. Cenkos shall not be
obliged to issue Placees with any details of any such waiver.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Cenkos, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them 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
Cenkos.
Termination of the Placing
Cenkos may terminate its obligation under the Placing Agreement,
in accordance with its terms, at any time prior to Admission if,
inter alia:
1. it comes to the notice of Cenkos that any statement contained
in this Announcement, or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing, is or has become untrue, incorrect or misleading in any
respect which it reasonably considers is material in the context of
the Placing;
2. it comes to the knowledge of Cenkos that there has been a
breach of any of the warranties in the Placing Agreement;
3. there has occurred any material adverse change in the
financial position or prospects of the Company and in Cenkos'
reasonable opinion that would materially prevent the success of the
Placing; or
4. there has occurred any change in national or international
financial, market, industrial, monetary, economic or political
conditions (including a material deterioration in, or a material
escalation in response to, the COVID-19 pandemic) or there shall
have occurred any event which, in the reasonable opinion of Cenkos,
makes it impracticable or inadvisable to proceed with the
Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company, or Cenkos, of
any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or Cenkos and that neither the Company nor Cenkos
need make any reference to such Placee and that none of Cenkos, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise
(including any decision not to terminate the Placing
Agreement).
No prospectus
No prospectus has been or will be submitted to be approved by
the FCA in relation to the Placing or the Placing Shares or
Warrants and no such prospectus is required on the basis that all
offers of Placing Shares and Warrants will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with Cenkos (for itself and as agent on
behalf of the Company) that (save where Cenkos expressly agrees in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares and Warrants is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained or referred to in this Appendix 2 ;
2. it is a Qualified Investor within the United Kingdom as
defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined
in Article 2(e) of the EU Prospectus Regulation;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
i. the Placing Shares and Warrants 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 any Relevant Member State other than Qualified Investors
or in circumstances in which the prior consent of Cenkos has been
given to the offer or resale; or
ii. where Placing Shares and Warrants have been acquired by it
on behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares and Warrants
to it is not treated under the EU Prospectus Regulation as having
been made to such persons;
4. it will not distribute, forward, transfer, mail or otherwise
transmit by any means or media, directly or indirectly, in whole or
in part, this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States or to any US Person (as such term is defined in
Regulation S under the US Securities Act of 1933) and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares and Warrants are acquired
will not be, a resident of, or with an address in, or subject to
the laws of, Australia, Canada, Japan, the United States of America
or the Republic of South Africa, and it acknowledges and agrees
that the Placing Shares and Warrants have not been and will not be
registered or otherwise qualified under the securities legislation
of Australia, Canada, Japan, the United States of America or the
Republic of South Africa and may not be offered, sold or acquired,
directly or indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, Cenkos or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares or Warrants in the United States or in any country or
jurisdiction where any such action for that purpose is required. In
addition, neither the Placing Shares nor the Warrants have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares or
Warrants under the securities laws of the United States (or any
state or other jurisdiction of the United States) Australia,
Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, Japan or the Republic of South
Africa or in any country or jurisdiction where any such action for
that purpose is required;
8. it and the beneficial owner of the Placing Shares and
Warrants is currently, and will remain so until at least such time
as the Placing Shares and Warrants are acquired, not a US Person
(as such term is defined in Regulation S), and is currently outside
the United States and acquiring and Warrants the Placing Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act;
9. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares and Warrants pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions; (ii) has fully observed such laws and regulations;
and (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the
case of a person acting on behalf of a Placee, all requisite
authorities and consents to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied
with all necessary formalities to enable it to enter into the
transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties
contemplated hereby and to perform and honour its obligations in
relation thereto on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); (iv) does
so agree to the terms set out in this Appendix and does so make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its
own behalf (and in the case of a person acting on behalf of a
Placee on behalf of that Placee); and (v) is and will remain liable
to the Company and Cenkos for the performance of all its
obligations as a Placee of the Placing (whether or not it is acting
on behalf of another person);
10. it is acquiring the Placing Shares and Warrants for its own
account or if it is acquiring the Placing Shares and Warrants on
behalf of another person it confirms that it exercises sole
investment discretion in relation to such other person's affairs
and, in particular, if it is a pension fund or investment company
it is aware of and acknowledges it is required to comply with all
applicable laws and regulations with respect to its acquisition of
Placing Shares and Warrants;
1`. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
12. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the Prospectus
Regulation; and (ii) has been or will be prepared in connection
with the Placing;
13. 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 AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
14. it has made its own assessment of the Company, the Placing
Shares and Warrants and the terms of the Placing and has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. It has
not relied on (i) any investigation that Cenkos or any person
acting on Cenkos's behalf may have conducted with respect to the
Company, the Placing or the Placing Shares and Warrants; or (ii)
any other information given or any other representations,
statements or warranties made at any time by any person in
connection with Admission, the Company, the Placing, the Placing
Shares, the Warrants or otherwise;
15. none of Cenkos, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares and the
Warrants or the Company or any other person in addition to the
information in this Announcement; nor has it requested Cenkos, the
Company, any of their respective affiliates, agents, consultants,
employees, directors or officers or any person acting on behalf of
any of them to provide it with any such information;
16. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither Cenkos nor
any persons acting on behalf of either of them are responsible for
or has or shall have any liability for any information,
representation, warranty or statement, written or oral relating to
the Company and either contained in this Announcement or previously
or concurrently published by or on behalf of the Company. Cenkos
will not be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement, the Exchange Information
or otherwise. None of Cenkos, the Company, nor any of their
respective affiliates, agents, consultants, directors, employees or
officers has made any representation or warranty to the Placee,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the Warrant or the accuracy, completeness or
adequacy of the information in this Announcement or the Exchange
Information. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
17. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained or referred to in this Announcement. It has
satisfied itself that such information is still current and is all
that it deems necessary to make an investment decision in respect
of the Placing Shares;
18. it has the funds available to pay for the Placing Shares and
the Warrants which it has agreed to acquire and acknowledges,
agrees and undertakes that it will make payment to Cenkos for the
Placing Shares and Warrants allocated to it in accordance with the
terms and conditions of this Announcement on the due times and
dates set out in this Announcement or the relevant contract note,
failing which the relevant Placing Shares and Warrants may be
placed with others on such terms as Cenkos may, in their absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and Warrants and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest 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 and Warrants on its
behalf;
19. it, or the person specified by it for registration as a
holder of the Placing Shares and Warrants will be responsible for
any liability to stamp duty or stamp duty reserve tax payable on
the acquisition of any of the Placing Shares or Warrants or the
agreement to subscribe for the Placing Shares and Warrants and
shall indemnify the Company and Cenkos in respect of the same on
the basis that the Placing Shares will be allotted to a CREST stock
account of Cenkos who will hold them as nominee on behalf of such
Placee (or the person specified by it for registration as holder of
the Placing Shares) until settlement with it in accordance with its
standing settlement instructions. Warrants will be delivered
directly to the CREST stock account of the Placee (or of the person
specified by it for registration as holder of the Warrants) by the
Receiving Agent;
20. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares and Warrants will not give rise to a stamp duty or stamp
duty reserve tax liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that no instrument
under which it subscribes for Placing Shares and Warrants (whether
as principal, agent or nominee) would be subject to stamp duty or
stamp duty reserve tax at the increased rates referred to in those
sections and that it, or the person specified by it for
registration as holder of the Placing Shares and Warrants, is not
participating in the Placing as nominee or agent for any person or
persons to whom the allocation, allotment, issue or delivery of
Placing Shares and Warrants would give rise to such a
liability;
21. it has only communicated or caused to be communicated and it
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 Placing Shares and Warrants in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that Cenkos has not approved this
Announcement in its capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
22. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares and Warrants (including all relevant provisions
of the FSMA in respect of anything done in, from or otherwise
involving the United Kingdom);
23. none of Cenkos, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of Cenkos' rights and obligations
thereunder, including any rights to waive or vary any conditions or
exercise any termination right. Its participation in the Placing is
on the basis that it is not and will not be a client of Cenkos and
Cenkos has no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of
the FCA, and any payment by it will not be treated as client money
governed by the rules of the FCA;
24. Cenkos and each of its respective affiliates, each acting as
an investor for its or their own account(s), may, in accordance
with applicable legal and regulatory provisions, bid or subscribe
for and/or purchase Placing Shares and Warrants and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares and Warrants, any
other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares and Warrants being
offered, subscribed, acquired or otherwise dealt with should be
read as including any offer to, or subscription, acquisition or
dealing by, Cenkos and/or any of its respective affiliates, acting
as an investor for its or their own account(s). Neither Cenkos nor
the Company intends to disclose the extent of any such investment
or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
25. it will not make any offer to the public of the Placing
Shares and Warrants and it has not offered or sold and will not
offer or sell any Placing Shares or Warrants to persons in the
United Kingdom or elsewhere in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom for the purposes of section 85(1) of FSMA or an
offer to the public in any other member state of the EEA within the
meaning of the UK Prospectus Regulation, or an offer to the public
in any Relevant State within the meaning of the EU Prospectus
Regulation;
26. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (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;
27. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
28. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
29. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
30. in order to ensure compliance with the Money Laundering
Regulations 2017, Cenkos, for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Cenkos or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares and Warrants may be retained at Cenkos' absolute
discretion or, where appropriate, delivery of the Placing Shares
and Warrants to it in uncertificated form may be delayed at Cenkos'
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Cenkos, for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Cenkos and/or the Company may, at
their absolute discretion, terminate their commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
31. it acknowledges that its commitment to acquire Placing
Shares and Warrants on the terms set out in this Announcement and
in the contract note 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 Cenkos's conduct of the Placing;
32. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares and
Warrants. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has relied upon its own examination and due diligence of the
Company and its affiliates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
33. it irrevocably appoints any duly authorised officer of
Cenkos as its agent for the purpose 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 and Warrants for which it agrees to subscribe or
purchase upon the terms of this Announcement;
34. the Company, Cenkos and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Cenkos on its own behalf and on behalf of the Company
and are irrevocable, and agree that if any of the representations
and agreements deemed to have been made by it by its subscription
for, or purchase of, Placing Shares and Warrants, are no longer
accurate, it shall promptly notify the Company and Cenkos;
35. time is of the essence as regards its obligations under this
Appendix;
36. 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 Cenkos;
37. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to 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 and Warrants (together with any
interest chargeable thereon) may be taken by the Company or Cenkos
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; and
38. its obligations are irrevocable and legally binding and
shall not be capable of recission or termination by it in any
circumstances, save only to the extent permitted by law.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Cenkos and each of its respective affiliates, agents,
consultants, directors, employees and officers harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by
Cenkos, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers arising from the
performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive completion of the Placing.
The agreement to allot and issue Placing Shares and Warrants to
Placees (or the persons for whom Placees are contracting as agent)
free of stamp duty and stamp duty reserve tax in the United Kingdom
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, directly by the Company.
Such agreement assumes that the Placing Shares and Warrants are not
being acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares or Warrants into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealings in the Placing Shares and
Warrants, stamp duty or stamp duty reserve tax may be payable. In
that event, the Placee agrees that it shall be responsible for such
stamp duty or stamp duty reserve tax and neither the Company nor
Cenkos shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and they should notify Cenkos accordingly. In addition,
Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the acquisition by
them of any Placing Shares and Warrants or the agreement by them to
acquire any Placing Shares and Warrants and each Placee, or the
Placee's nominee, in respect 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 and
Warrants has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Cenkos in the
event that either the Company and/or Cenkos have incurred any such
liability to such taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to Cenkos for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
If a Placee is acting in its capacity as agent, as a
discretionary investment manager on behalf of its underlying
clients (who may include individuals and/or retail clients as
defined within MiFID II and/ or the FCA rules), then the
discretionary investment manager shall be regarded as the Placee
for the purpose of this Announcement and not the underlying client.
For the avoidance of doubt, the representations and warranties are
given by the Placee itself, and not the underlying client(s).
Each Placee and any person acting on behalf of the Placee
acknowledges that Cenkos do not owe any fiduciary or other duties
to any Placee in respect of any acknowledgements, agreements,
indemnities, representations, undertakings or warranties in the
Placing Agreement.
Any money held in an account with Cenkos 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 relevant rules
and regulations of the FCA made under FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing Shares and Warrants 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 Placing Shares and
Warrants. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange. The Warrants will not be admitted to
trading on any stock exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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.
END
IOEFZGMKLMDGMZG
(END) Dow Jones Newswires
May 11, 2021 05:40 ET (09:40 GMT)
Agronomics (AQSE:ANIC.GB)
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Agronomics (AQSE:ANIC.GB)
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