TIDMORPH
RNS Number : 5480B
Open Orphan PLC
31 January 2020
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
(INCLUDING THE APPICES) DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
31 January 2020
Open Orphan plc
("Open Orphan", the "Company" or the "Group")
Proposed Placing and Subscription to raise a minimum of GBP5
million
Open Orphan plc (ORPH), a rapidly growing specialist
pharmaceutical services company which has a focus on orphan drugs,
with reference to its announcement of 20 January 2020, is pleased
to announce a fundraising to raise a minimum of GBP5 million
(before expenses) (the "Fundraising") via a conditional placing of
new Ordinary Shares ("Placing Shares") at a price of 6.1 pence per
new Ordinary Share (the "Issue Price") to institutional and other
investors (the "Placing") and a subscription of new Ordinary Shares
("Subscription Shares") at the Issue Price to institutional and
other investors (the "Subscription").
Fundraising highlights:
- The Group intends to conduct a conditional Placing and
Subscription to raise a minimum of GBP5 million via the Placing of
the Placing Shares at the Issue Price and Subscription of the
Subscription Shares at the Issue Price.
- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
- The Company has conditionally raised approximately GBP1.0
million (before expenses) through the Subscription of 15,631,143
Subscription Shares.
- The proceeds of the Fundraising receivable by the Group will
be used to fund the growth and synergies programme of the Group
following completion of the Merger of Open Orphan and hVIVO (the
"Merger").
- The Issue Price represents a premium of approximately 0.8 per
cent. to the closing mid-market price on 30 January 2020, being the
latest practicable date before this Announcement.
- The Fundraising has been underwritten up to GBP2.5 million by
Raglan Capital Limited, an entity controlled by Cathal Friel.
Cathal Friel also intends to participate in the Placing.
- Admission of the Placing Shares and Subscription Shares (the
"Fundraising Shares") to trading on AIM and Euronext Growth
("Admission") is expected to occur no later than 8.00 a.m. on 6
February 2020 or such later time and/or date as Arden, Davy and the
Group agree (being in any event no later than 8.00 a.m. on 28
February 2020).
Cathal Friel, Executive Chairman of Open Orphan commented:
"The Fundraising of GBP5 million will be used to fund the growth
and synergies programme of the business and provide balance sheet
strength to convert a strong pipeline of proposals with hVIVO. We
are excited by the potential of the combined businesses, which we
believe is positioned for profitability, and can deliver
substantial returns for our shareholders."
For further information please contact
Open Orphan plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
Trevor Phillips, Chief Executive Officer +44 (0)20 7347 5350
Arden Partners plc (Nominated Adviser and Joint Broker) +44
(0)20 7614 5900
John Llewellyn-Lloyd / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) +353 (0)1 679
6363
Anthony Farrell
Camarco (Financial PR) +44 (0)20 3757 4980
Tom Huddart / Daniel Sherwen
Additional information
Expected timetable of principal events
Announcement of the Fundraising 31 January 2020
Announcement of the results of the Fundraising 31 January 2020
Admission of the Fundraising Shares to 8.00 a.m. on 6 February
trading on AIM and Euronext Growth and 2020
commencement of dealings
Expected date for CREST accounts to be 6 February 2020
credited in respect of Fundraising Shares
in uncertified form
Where applicable, expected date for despatch 20 February 2020
of definitive share certificated for Fundraising
Shares in certified form
Information on Open Orphan
Since the acquisition of Venn Life Sciences by Open Orphan by
way of reverse takeover in June 2019, Open Orphan has focused on
transitioning Venn from short term contracts to long term contracts
with recurring revenues, reducing its overheads and taking actions
to increase profitability. Before the Merger with hVIVO on 17
January 2020, hVIVO had successfully refocused its business model
and completed a business turnaround with operational efficiency
measures and headcount reductions implemented. The Merger is
expected to bring further benefits as a result of hVIVO now being
able to provide the Venn offering, preclinical, Phase I and Phase
II to its challenge study customers. The enlarged Group will now be
able to offer a wider range of services to a broader customer
base.
In addition to the Group's focus on delivering the pipeline, it
plans to supplement returns through immediate cost savings and
operational synergies and near and medium term revenue synergies.
In the short term, the combination of Open Orphan and hVIVO is
expected to result in substantial cost savings through the
elimination of subcontractor costs where they can be replaced by
new capabilities within the enlarged Group. The Group estimates
savings of up to GBP2.3m in FY20 rising to GBP3.1m in FY21 from
subcontracting synergies. Furthermore, the Group intends to
rationalise a number of duplicate costs resulting in GBP0.8m of
cost savings in FY20 rising to GBP1.3m in FY21.
The Group expects to deliver total synergies of GBP3.1m in 2020
rising to GBP4.4m in 2021. This, combined with identified
longer-term revenue synergies by extending hVIVO relationships and
utilising Phase II capability of Open Orphan to gain contracts for
Phase II execution and lab services as existing challenge customers
migrate to field trials, is anticipated to see the Group well
positioned for future growth.
Delivering the strategy is an enhanced leadership team with a
track record of operational success and creating shareholder value.
The new management of hVIVO, who joined eighteen months ago, has a
track record of successfully restructuring and re-positioning the
business for profitability having delivered significant savings of
GBP11m since 2017 at hVIVO. The Open Orphan management team has a
successful history of M&A, business integration and delivering
shareholder value and have significantly rationalised the Venn
business and taken action to improve profitability. The Board
believe that the combined Group has the relevant expertise to
deliver substantial revenue growth and profitability.
Following the Merger, the Group has enhanced the management team
and Board, with a strong operational track record and M&A
experience:
-- Cathal Friel has moved to Executive Chairman with a full-time hands-on role in the business;
-- Trevor Phillips and Tim Sharpington have become CEO and COO respectively of the Group; and
-- Michael Meade and Mark Warne have been appointed as
non-executive directors, while Brendan Buckley continues as a
non-executive director. Trevor Phillips and Cathal Friel serve as
CEO and Executive Chairman respectively.
Reasons for the Fundraising
The proceeds of the Fundraising will be used to fund the growth
and synergies programme of the business following the completion of
Merger on 20 January 2020. An improved balance sheet is expected to
facilitate the conversion of the Group's current strong pipeline of
proposals.
Current trading and prospects
The Directors believe that following the Merger with hVIVO
earlier this month, the Group has considerable growth and
consolidation opportunities in the CRO services market. In
particular, the Group has potential for organic growth with
synergies between the capabilities of Open Orphan and hVIVO, and
via selected acquisitions to further expand the scope of services
and geographical reach. The expanded services will help the Group
to reap broader revenues from existing client relationships through
provision of additional services in areas such as field trials,
laboratory analyses and data analysis. In the short term, the
Directors will focus on unlocking the potential value and synergies
from the combination of Open Orphan and hVIVO.
The Merger has given the Group a pipeline of approximately
GBP100 million as at January 2020. The Group is focused on building
long term contracts with recurring revenues. Open Orphan has
confirmed signed contracts of EUR10.5m as of January 2020 which is
the highest in its history with an additional EUR4m at an advanced
stage with clients under an existing MSA. Open Orphan is
successfully moving Venn away from short-term contracts to
long-term, 3-year contracts with recurring revenues e.g. IPSEN (Nov
'19) and a German Tier One pharma company (Jan '20). hVIVO has a
solid pipeline of identified and pitched for contracts of GBP81.2m
as of January 2020, which is significantly higher than the prior
two years.
Financial information
Audited accounts for Open Orphan for the two years ended 31
December 2018 and 31 December 2017 are available on the Open Orphan
website at www.openorphan.com.
Audited accounts for hVIVO for the two years ended 31 December
2018 and 31 December 2017 are available on hVIVO's website at
www.openorphan.com.
The Subscription
Under the Subscription, the Company has conditionally raised
approximately GBP1.0 million (before expenses) by way of the
subscription at the Issue Price of 15,631,143 new Ordinary Shares.
The Subscription is conditional upon admission of the Subscription
Shares to trading on AIM and Euronext Growth occurring no later
than 8.00 a.m. on 6 February 2020.
The Placing Agreement
Pursuant to the Placing Agreement, Arden, as agent for the
Group, has conditionally agreed to use reasonable endeavours to
procure subscribers at the Issue Price for the Placing Shares.
Arden intends to conditionally place the Placing Shares with
certain institutional and other investors at the Issue Price. The
Placing Agreement is conditional upon admission of the Placing
Shares to trading on AIM and Euronext Growth occurring no later
than 8.00 a.m. on 6 February 2020 (or such later time and/or date
as Arden and the Group may agree, but in any event no later than
8.00 a.m. on 28 February 2020).
The Placing Agreement contains customary warranties from the
Group in favour of Arden in relation to, inter alia, the accuracy
of the information in this Announcement and other matters relating
to the Group and its business. In addition, the Group has agreed to
indemnify Arden in relation to certain liabilities that it may
incur in respect of the Placing.
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to admission of the Placing Shares to
trading on AIM and Euronext Growth, including, in the event that
any of the warranties in the Placing Agreement were untrue or
inaccurate, or were misleading when given or in the event of a
material adverse change affecting the business, financial trading
position or prospects of the Group or the Group as a whole, whether
or not arising in the ordinary course of business and whether or
not foreseeable at the date of the Placing Agreement.
The Placing Agreement also provides for the Group to pay all
costs, charges and expenses of, or incidental to, the Placing and
Admission including all legal and other professional fees and
expenses.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Group. 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 Arden or Davy
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.
NOTICE TO OVERSEAS PERSONS
This Announcement does not constitute, or form part of, a
prospectus relating to the Group, nor does it constitute or contain
any invitation or offer to any person, or any public offer, to
subscribe for, purchase or otherwise acquire any shares in the
Group or advise persons to do so in any jurisdiction, nor shall it,
or any part of it form the basis of or be relied on in connection
with any contract or as an inducement to enter into any contract or
commitment with the Group. In particular, the Fundraising Shares
have not been, and will not be, registered under the United States
Securities Act of 1933 as amended or qualified for sale under the
laws of any state of the United States or under the applicable laws
of any of Canada, Australia, New Zealand, the Republic of South
Africa or Japan and, subject to certain exceptions, may not be
offered or sold in the United States or to, or for the account or
benefit of, US persons (as such term is defined in Regulation S
under the Securities Act) or to any national, resident or citizen
of Canada, Australia, New Zealand, the Republic of South Africa or
Japan.
The distribution or transmission of this Announcement and the
offering of the Fundraising Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Group 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 Group to
inform themselves about, and to observe, such restrictions. In
particular, this announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
FORWARD-LOOKING STATEMENTS
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", "intends", "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 Group's results of
operations, financial condition, liquidity, prospects, growth,
strategies and the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any 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 Group's operations,
results of 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 or the Euronext Growth
Rules, none of the Group, Arden, Davy nor their respective
directors undertakes any obligation to publicly release the results
of any revisions to any 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.
GENERAL
Arden, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nomad and Joint Broker to the Group in
connection with the Fundraising. Arden will not be responsible to
any person other than the Group for providing the protections
afforded to clients of Arden or for providing advice to any other
person in connection with the Fundraising. Arden is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Arden has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by Arden for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting as Euronext Growth Advisor
(pursuant to the Euronext Growth Rules) to the Group. Davy will not
be responsible to any person other than the Group for providing the
protections afforded to clients of Davy or for providing advice to
any other person in connection with the Fundraising. Davy accepts
no liability whatsoever for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information, for which it is not responsible. Davy has not
authorised the contents of, or any part of, this Announcement and
no liability whatsoever is accepted by Davy for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any information from this Announcement.
The Fundraising Shares will not be admitted to trading on any
stock exchange other than AIM and Euronext Growth.
Nothing in this Announcement shall be effective to limit or
exclude any liability for fraud or which otherwise, by law or
regulation, cannot be so limited or excluded.
Neither the content of the Group's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Group's website (or any other website) is incorporated into,
or forms part of, this Announcement.
INTERPRETATION
Certain terms used in this Announcement are defined under the
heading "Definitions" in Appendix II of this Announcement.
All times referred to in this Announcement are, unless otherwise
stated, references to London time.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation or regulation
shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender and vice versa.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS, BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU)
2017/1129 AS AMED FROM TIME TO TIME ("PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, INVESTORS WHO
ARE QUALIFIED INVESTORS (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO
WHICH SECTION 86(2) OF FSMA APPLIES) AND WHO ARE PERSONS: (I) WHO
FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF
THE ORDER; OR (III) TO WHOM THEY MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing (and, for the avoidance of
doubt, these terms and conditions do not apply in respect of the
Subscription). Each person to whom these terms and conditions
apply, as described above, who confirms its agreement to Arden and
the Company (whether orally or in writing) to acquire Placing
Shares under the Placing (a "Placee") hereby agrees with Arden and
the Company to be bound by the trade confirmation issued by Arden
to such Placee and these terms and conditions, being the terms and
conditions upon which Placing Shares will be sold under the
Placing. A Placee shall, without limitation, become so bound if
Arden confirms to such Placee its allocation of Placing Shares
under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, a Placee shall be contractually committed to acquire the
number of Placing Shares allocated to it at the Issue Price (as
defined below) and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment. Dealing may
not begin before any notification is made.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(except for Admission) (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will
commence on AIM on or around 8.00 a.m. on 6 February 2020.
(c) Bookbuilding Process
Commencing today, Arden will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuilding Process"). This Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. However, Arden will be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as it may, after consultation with the Company, determine.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Arden is acting as agent of the Company in connection with the
Placing.
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates (as defined below)
are entitled to participate as Placees in the Bookbuilding Process
as principals.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing. The price per Placing
Share (the "Issue Price") is fixed at 6.1 pence per Placing Share
and is payable to Arden (as agent for the Company) by all
Placees.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 6 p.m. on 31 January
2020, but may be closed at such earlier or later time as Arden may,
in its absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Issue Price (the
"Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price.
If successful, Arden will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Arden's oral confirmation of the
size of allocations and each Placee's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and Arden pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out herein and in
accordance with the Company's articles of association ("Articles").
Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued by Arden to such Placee. The terms of
this Appendix I will be deemed incorporated in that trade
confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Arden.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
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 of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Arden may determine.
(e) 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 Arden under the Placing Agreement are
conditional, among other things, upon:
(i) the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
(ii) the Placing Shares having been issued and allotted,
conditional only on Admission, by 5 February 2020;
(iii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission;
(iv) the obligations of Arden not having been terminated (as
described below under "Right to terminate under the Placing
Agreement"); and
(v) Admission occurring not later than 8.00 a.m. on 6 February
2020 or such later time and/or date as Arden and the Company may
agree (but in any event not later than 28 February 2020).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary or
subsidiary undertaking of the Company, nor any branch, affiliate or
associated undertaking of any such company nor any of their
respective directors, partners, consultants, officers and employees
(each an "Company Affiliate") 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 it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in
respect of the Placing generally.
By participating in the Placing, each Placee agrees that Arden's
rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a breach of the warranties given to Arden in the Placing
Agreement (in a manner which is material in the context of the
Placing), the failure of the Company to comply with certain of its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any Company Affiliate shall have any liability whatsoever to
the Placees in connection with any such exercise or failure to so
exercise.
(g) No prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to herein), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Company Affiliate and none of
Arden, any Arden Affiliate, any persons acting on their behalf, the
Company, any Company Affiliate nor any persons acting on their
behalf will be liable for the decision of any Placee to participate
in the Placing based on any other information, representation,
warranty or statement which the Placee 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 to and agrees with Arden for itself and as
agent for the Company that, except in relation to the information
contained in this Announcement, it has relied on its own
investigation of the business, financial or other position of the
Company in deciding whether or not to participate in the Placing.
Nothing in this paragraph shall limit or exclude the liability of
any person for fraudulent misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as Arden may deem
necessary, including, without limitation, 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.
The expected timetable for settlement will be as follows:
Trade Date 4 February 2020
Settlement Date 6 February 2020
ISIN Code GB00B9275X97
SEDOL B9275X9
Deadline for input instruction 5.00 p.m. on 4 February 2020
into CREST
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by Arden.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 6 February 2020 (or such later time
and/or date as the Company and Arden may agree being no later than
8.00 a.m. (London time) on 28 February 2020) and on the Placing
Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before
Admission; and (ii) the confirmation mentioned under paragraph (a)
above, a Placee agrees to become a member of the Company and agrees
to acquire Placing Shares at the Issue Price. The number of Placing
Shares acquired by such Placee under the Placing shall be in
accordance with the arrangements described above.
(j) Payment for Placing Shares
Each Placee undertakes to pay the Issue Price for the Placing
Shares acquired by such Placee in such manner as shall be directed
by Arden. In the event of any failure by a Placee to pay as so
directed by Arden, the relevant Placee shall be deemed hereby to
have appointed Arden or its nominee to sell (in one or more
transactions) any or all of the Placing Shares in respect of which
payment has not been made as so directed by Arden and to have
agreed to indemnify on demand Arden in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Placee and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of a Placee or authorising Arden to notify a
Placee's name to the Registrars, is deemed to acknowledge, agree,
undertake, represent and warrant to each of Arden, the Registrars
and the Company that:
(i) the Placee has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Placee agrees that these terms and conditions and the trade
confirmation issued by Arden to such Placee represent the whole and
only agreement between the Placee, Arden and the Company in
relation to the Placee's participation in the Placing and supersede
any previous agreement between any of such parties in relation to
such participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. Such Placee agrees that none of the
Company, Arden nor any of their respective officers or directors
will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Arden, any Arden Affiliate nor any person acting on its behalf is
responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or
any member of the Group and will not be liable for any decision by
the Placee to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Placee has not relied on Arden or any Arden Affiliate
in connection with any investigation of the accuracy of any
information contained in this Announcement or its investment
decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Placee is relying on this Announcement and not on any draft
thereof or other information, investor presentation or
representation concerning the Group, the Placing or the Placing
Shares. Such Placee agrees that neither the Company nor Arden nor
their respective officers, directors, partners, consultants or
employees will have any liability for any such other information,
investor presentation or representation and irrevocably and
unconditionally waives any rights it may have in respect of any
such other information or representation;
(i) Arden is not making any recommendations to Placees or
advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and
the Placee acknowledges that its participation in the Placing is on
the basis that it is not and will not be a client of Arden and that
Arden is acting for the Company and no one else, that Arden will
not be responsible to anyone else for the protections afforded to
its clients, that Arden will not be responsible for anyone other
than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements
or other matters referred to herein, and that Arden will not be
responsible for anyone other than the relevant party under the
Placing Agreement in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of Arden's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(ii) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Arden nor any of its
directors or employees shall be liable to the Placee for any matter
arising out of the role of Arden as the Company's nominated adviser
and broker or otherwise, and that where any such liability
nevertheless arises as a matter of law the Placee will immediately
waive any claim against Arden and any of its respective directors
and employees which a Placee may have in respect thereof;
(iii) the Placee has complied with all applicable laws and the
Placee will not infringe any applicable law as a result of its
agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or any actions arising from the Placee's rights
and obligations under the Placee's agreement to acquire Placing
Shares under the Placing and/or acceptance thereof or under the
Articles;
(iv) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Placee lawfully to enter into and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Placee's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Placee is a party or which is binding on the Placee or its assets,
and, in order lawfully to enter into and exercise its rights and
perform and comply with its obligations to acquire the Placing
Shares under the Placing, the Placee does not need to be provided
with any prospectus, registration statement, offering memorandum or
other similar document in, into or from any jurisdiction;
(v) it understands that no action has been or will be taken in
any jurisdiction by the Company, Arden or any other person that
would permit a public offering of the Placing Shares, or possession
or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required; and that,
if the Placee is in a relevant EEA member state (other than the UK,
it is: (i) a Qualified Investor; (ii) otherwise permitted by law to
be offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Regulation or other applicable laws; or
(iii) in the case of any Placing Shares acquired by the Placee as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, either:
1. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than Qualified Investors, or in circumstances in which the
prior consent of Arden has been given to the placing or resale;
or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than Qualified
Investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(vi) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(vii) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States or under the
applicable securities laws of Canada, Australia, New Zealand, the
Republic of South Africa or Japan or where to do so may contravene
local securities laws or regulations;
(viii) the Placee is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(ix) the Placee is not acquiring the Placing Shares as a result
of any "directed selling efforts" as defined in Regulation S or as
a result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act);
(x) if it is acquiring the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account;
(xi) the Placee is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xii) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xiii) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Placee, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xiv) the Placee invests in or purchases securities similar to
the Placing Shares in the normal course of its business and it has
such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment
in the Placing Shares;
(xv) the Placee has conducted its own investigation with respect
to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the
Placing Shares as the Placee deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Placee has concluded that an investment in the Placing Shares is
suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xvi) the Placee or, where the Placee is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xvii) there may be adverse consequences to the Placee under tax
laws in other jurisdictions resulting from an investment in the
Placing Shares and the Placee has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xviii) the Placee is not a resident of the United States,
Canada, Australia, New Zealand the Republic of South Africa or
Japan or any other or any other jurisdiction in which such
publication or distribution of this Announcement would be unlawful
and acknowledges that the Placing Shares have not been and will not
be registered nor will a prospectus be prepared in respect of the
Placing Shares under the securities legislation of the United
States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan and, subject to certain exceptions, the Placing
Shares may not be offered or sold, directly or indirectly, in or
into those jurisdictions;
(xix) the Placee is 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 UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xx) in the case of a person who confirms to Arden on behalf of
a Placee an agreement to acquire Placing Shares under the Placing
and/or who authorises Arden to notify such Placee's name to the
Registrars, that person represents that he has authority to do so
on behalf of the Placee;
(xxi) the Placee has (i) complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017; and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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 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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Arden such evidence, if any, as to
the identity or location or legal status of any person which Arden
may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by Arden on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be subscribed for and/or purchased by it
or at its direction pursuant to the Placing being reduced to such
number, or to nil, as Arden may decide in its absolute
discretion;
(xxii) the Placee agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, Arden and/or
the Company may require proof of identity of the Placee and related
parties and verification of the source of the payment before the
application can be processed and that, in the event of delay or
failure by the Placee to produce any information required for
verification purposes, Arden and/or the Company may refuse to
accept the application and the moneys relating thereto. The Placee
holds harmless and will indemnify Arden and/or the Company against
any liability, loss or cost ensuing due to the failure to process
this application, if such information as has been required has not
been provided by it or has not been provided on a timely basis;
(xxiii) the Placee is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxiv) the Placee has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Placee in relation to the Placing in, from or otherwise involving
the UK;
(xxv) if the Placee is in the UK, the Placee is a Qualified
Investor (acting as principal or in circumstances to which section
86(2) of FSMA applies) and a person: (i) who has professional
experience in matters relating to investments falling within
article 19(5) of the Order; or (ii) a high net worth entity falling
within article 49(2)(a) to (d) of the Order; or (iii) is a person
to whom this Announcement may otherwise be lawfully communicated,
and in all cases is capable of being categorised as a Professional
Client or Eligible Counterparty for the purposes of the Financial
Conduct Authority Conduct of Business Rules;
(xxvi) if the Placee is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex ll/Article 30 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Placee has authority to
make decisions on a wholly discretionary basis;
(xxvii) each Placee in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of Arden and the Company that: (i) it is a qualified investor
within the meaning of the law in that relevant member state
implementing Article 2(e) of the Prospectus Regulation; and (ii) 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
Prospectus Regulation: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Regulation, or in other circumstances
falling within Article 5(1) of the Prospectus Regulation and the
prior consent of Arden has been given to the offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(xxviii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxix) in the case where the Placee confirms to Arden an
agreement to acquire Placing Shares under the Placing on behalf of
a third party, the terms on which the Placee (or any person acting
on its behalf) is engaged enable it to make investment decisions in
relation to securities on that third party's behalf without
reference to that third party;
(xxx) the exercise by Arden of any rights or discretions under
the Placing Agreement shall be within its absolute discretion and
Arden need not have any reference to the Placee and shall have no
liability to the Placee whatsoever in connection with any decision
to exercise or not to exercise or to waive any such right and the
Placee agrees that it shall have no rights against Arden or any of
its directors or employees under the Placing Agreement;
(xxxi) it irrevocably appoints any director of Arden 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 and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxii) it will indemnify and hold the Company, Arden and any
Arden Affiliate harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxiii) Arden may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, Arden will not
make any public disclosure in relation to such transactions;
and
(xxxiv) Arden and each Arden Affiliate, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, 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 being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Arden and/or any Arden
Affiliate, acting as an investor for its or their own account(s).
Neither Arden nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so.
The Company, Arden and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Arden for itself and on behalf of the Company
and are irrevocable.
(l) Supply and disclosure of information
If any of Arden, the Registrars or the Company or any of their
respective agents request any information about a Placee's
agreement to acquire Placing Shares, such Placee must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
(m) Miscellaneous
The rights and remedies of Arden, the Registrars and the Company
under these terms and conditions 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.
(i) On application, each Placee may be asked to disclose, in
writing or orally to Arden:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Placee's risk. They may
be sent by post to such Placee at an address notified to Arden.
(iii) Each Placee agrees to be bound by the Articles (as amended
from time to time) once the Placing Shares which such Placee has
agreed to acquire have been acquired by such Placee.
(iv) These provisions may be waived, varied or modified as
regards specific Placees or on a general basis by Arden.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of Arden, the Company and the Registrars, each
Placee irrevocably submits to the exclusive jurisdiction of the
English courts in respect of these matters. This does not prevent
an action being taken against a Placee in any other
jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Placee" in these terms and conditions are to each
of such Placees and such joint Placees' liability is joint and
several.
(vii) Arden and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
(ix) 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 Arden or
by any Arden Affiliates 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.
APPIX II
DEFINITIONS
"Admission" the admission of the Fundraising Shares to trading on AIM and Euronext
Growth in accordance
with Rule 6 of the AIM Rules and Rule 6 of the Euronext Growth Rules
respectively
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules applicable to companies governing their admission to AIM,
and following admission
their continuing obligations to AIM, as set out in the AIM Rules for
Companies published by
the London Stock Exchange from time to time
"Announcement" this announcement (including Appendices I and II which form part of
this announcement) dated
31 January 2020
"Arden" means Arden Partners plc, nominated adviser and joint broker to Open
Orphan
"business day" a day (excluding Saturdays, Sundays and public holidays) on which
banks are generally open
for business in the City of London
"certificated" or in "certificated form" where a share or other security is not in uncertificated form (that
is, not in CREST)
"CREST" the relevant system (as defined in the CREST Regulations) in respect
of which Euroclear is
the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"CRO" Clinical Research Organisation
"Davy" J&E Davy, trading as Davy, the Group's Euronext Growth Adviser and
joint broker
"EEA" the European Economic Area
"Euroclear" Euroclear UK & Ireland Limited, a company incorporated under the laws
of England and Wales
"Euronext Growth" the market of that name operated by Euronext Dublin
"Euronext Growth Rules" the Euronext Growth Rules for Companies published by Euronext Dublin
from time to time
"FCA" the UK Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" the proposed Placing and Subscription of new Ordinary Shares to be
undertaken by Open Orphan
"Fundraising Shares" the Placing Shares and the Subscription Shares
"hVIVO" hVIVO plc
"Ireland" the island of Ireland, excluding Northern Ireland (the counties of
Antrim, Armagh, Derry,
Down, Fermanagh and Tyrone), and the word "Irish" shall be construed
accordingly
"Issue Price" 6.1 pence per Fundraising Share
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) (incorporating the technical
standards, delegated
regulations and guidance notes, published by the European Commission,
London Stock Exchange,
the FCA and the European Securities and Markets Authority)
"Merger" the acquisition by Open Orphan of the entire issued and to be issued
share capital of hVIVO
pursuant to the Offer, completed on 17 January 2020
"Offer" the recommended offer by Open Orphan for the entire issued share
capital of hVIVO
"Overseas Shareholders" Shareholders of Open Orphan who are resident in, ordinarily resident
in, or citizens of, jurisdictions
outside the United Kingdom
"Open Orphan" or the "Company" Open Orphan plc
"Open Orphan Directors" or "Directors" any member of the Open Orphan board of directors
"Open Orphan Group" or "Group" Open Orphan and its subsidiaries and subsidiary undertakings (each as
defined in the Companies
Act 2006)
"Ordinary Shares" the ordinary shares of 0.1 pence each in the capital of the Company
"Placing" the proposed placing of new Ordinary Shares to be undertaken by Open
Orphan
"Placing Agreement" the placing agreement entered into on 7 December 2019 (and as amended
and restated) between
the Company, Arden and the Directors)
"Placing Shares" the new Ordinary Shares proposed to be issued pursuant to the Placing
"pounds", "GBP", "pence", "p" or "Sterling" the lawful currency of the United Kingdom
"Registrars" the Company's registrars, being SLC Registrars of Elder House, St
Georges Business Part, Weybridge,
Surrey
"Securities Act" the United States Securities Act of 1933, as amended
"Subscription" the proposed Subscription of new Ordinary Shares to be undertaken by
Open Orphan
"Subscription Shares" the new Ordinary Shares proposed to be issued pursuant to the
Subscription
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or in "uncertificated form" in respect of a share or other security, where that share or other
security is recorded on
the relevant register of the share or security concerned as being held
in uncertificated form
in CREST and title to which may be transferred by means of CREST
"Venn" or "Venn Life Sciences" Venn Life Sciences business of the Group
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.
END
IOEFIFFRLVILVII
(END) Dow Jones Newswires
January 31, 2020 02:00 ET (07:00 GMT)
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