THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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, AUSTRALIA, NEW ZEALAND, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON FOR THE
SALE OR SUBSCRIPTION FOR THE SECURITIES IN ILIKA PLC IN ANY
JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION,
RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER
THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
Ilika plc
Proposed Placing and Open
Offer
Posting of Circular &
Notice of General Meeting
Raising gross proceeds of up
to approximately £3.4
million
Ilika plc (AIM: IKA)
("Ilika",
the "Company" or, together
with its subsidiary undertakings, the "Group"), an independent global expert in
solid-state battery technology, today
announces a proposed conditional placing of up to 6,071,428 new
ordinary shares of one penny each ("Ordinary Shares") in the capital of
the Company (the "Placing
Shares") at a price
of 28 pence per Placing Share (the "Issue Price") to raise gross proceeds
of approximately £1.7 million (the "Placing").
The Placing Shares represent
approximately 3.8 per cent. of the existing issued ordinary share
capital of the Company (the "Existing Ordinary
Shares") and the Issue
Price represents a discount of approximately 5.1 per cent. to the closing mid-market price of
29.5 pence per Existing Ordinary Share on 9 May 2024, being the
latest practicable date prior to the publication of this
Announcement.
The Company also intends to raise
gross proceeds of up to approximately £1.7 million through the
issue of up to 6,114,449 new Ordinary Shares (the "Open Offer Shares") pursuant to an
open offer (the "Open
Offer") to allow Ilika shareholders, including those who are
not participating in the Placing, to subscribe for new Ordinary
Shares at the Issue Price.
It is intended that the Placing, the
Open Offer and the Director Subscriptions (together the
"Capital Raising") will
result in the Company raising total gross proceeds of up to
approximately £3.4 million.
Capitalised terms used in this
announcement (including the appendices) (this "Announcement") have the meanings given
to them in Appendix 3 to this Announcement,
unless the context provides otherwise.
Liberum Capital Limited
("Liberum") and Joh.
Berenberg, Gossler & Co. KG ("Berenberg") are acting as joint
bookrunners (together being the "Joint Bookrunners") in connection with
the Placing. The Placing Shares are being offered
by way of an accelerated bookbuild (the "Bookbuild"), which will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in Appendix 4 to this
Announcement.
The timing of the closing of the
Bookbuild and the allocation of Placing Shares to be issued at the
Issue Price are to be determined at the discretion of the Company
and the Joint Bookrunners.
A further announcement will be made
following the close of the Bookbuild, confirming final details of
the Placing.
Capital Raising highlights
·
Conditional Placing to raise gross proceeds of
approximately £1.7 million and an
associated Open Offer to raise gross proceeds of up to
approximately £1.7 million through the
issue of an aggregate of up to 12,185,877
new Ordinary Shares at the Issue Price.
·
Intended Director Subscriptions to raise gross
proceeds of approximately £22,000 through
the issue of an aggregate of 78,570 new Ordinary Shares at the
Issue Price.
·
The net proceeds of the Capital Raising are
expected to be utilised to drive Ilika's roadmap for its Goliath
solid-state battery projects.
·
In particular, the net proceeds of the Placing
(being approximately £1.5 million) are expected to be utilised as
follows:
o £0.75 million to support the
development of Goliath technology , with grant assistance, to
support partner collaboration;
o £0.75 million to increase the battery
testing capacity from 20 kWh/a to 0.75 MWh/a and to upgrade
existing dry room facilities; and
o any
Placing proceeds over £1.5 million to
further support of Goliath working capital and capital expenditure
for expansion of testing and dry room facilities and support of
Stereax working capital.
The net
proceeds of the Open Offer and the Director Subscriptions will be
used to further support the Group's working capital
requirements.
The Directors are of the opinion,
the net proceeds of the Capital Raising will further strengthen the
balance sheet (cash and cash equivalents as at 30 April 2024 in
excess of £11 million) and provide working capital beyond 12 months
from the date of this announcement.
Posting of Circular
The Company intends to publish and
send a circular (the "Circular") to shareholders in
connection with the Open Offer on or around 13 May 2024. The
Circular will also be available on the Company's website:
www.Ilika.com.
General Meeting
The Capital Raising is conditional
upon, inter alia, the passing of the
Resolutions at the General Meeting. The Company will hold
the General Meeting at the offices of
Eversheds Sutherland (International) LLP, One Wood Street, London,
EC2V 7WS at 11.00 a.m. on 29 May 2024.
The Expected Timetable of Principal
Events is set out in Appendix 2 of this Announcement whilst the
Placing and Open Offer Statistics as well as the Chairman's Letter,
as extracted from the Circular, are set out below.
The person responsible for arranging
the release of this Announcement on behalf of the Company is Graeme
Purdy, Chief Executive of the Company.
For
more information contact:
|
|
Ilika plc
|
www.ilika.com
|
Graeme Purdy, Chief
Executive
|
Via
Walbrook PR
|
Jason Stewart, Chief Financial
Officer
|
|
|
|
|
|
|
|
Liberum Capital Limited (Nomad and Joint
Bookrunner)
|
Tel: 020
3100 2000
|
Andrew Godber, John More
|
|
Nikhil Varghese, Joshua
Borlant
|
|
|
|
|
|
Joh. Berenberg, Gossler & Co. KG (Joint
Bookrunner)
|
Tel: 020
3207 8700
|
Mark Whitmore, Detlir Elezi, Natasha
Ninkov
|
|
|
|
|
|
|
|
Walbrook PR Ltd
|
Tel: 020
7933 8780 / Ilika@walbrookpr.com
|
Nick Rome, Charlotte Edgar, Joe
Walker
|
|
|
| |
About Ilika
plc - https://www.ilika.com
Ilika specialises in the developing
and commercialisation of solid state batteries. The Company's mission is to rapidly
develop leading-edge IP, manufacture
and license solid state batteries for markets that cannot be
addressed with conventional batteries due to their safety, charge
rates, energy density and life limits. The Company achieves
this by using ceramic-based lithium-ion technology that is
inherently safe in manufacture and usage, higher thermal tolerance
and easier to recycle which differentiates our products from
existing batteries.
The Company has two product lines.
Its Stereax batteries which are designed for powering miniature
medical implants, industrial wireless sensors and industrial
internet of Things (IIoT) applications and the Goliath large format
batteries designed for EV cars and cordless appliances.
IMPORTANT NOTICES
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", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "intends", "may", "will",
"seeks", "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a
number of places throughout this Announcement and include
statements regarding the Company's and the Directors' intentions,
beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements
are not guarantees of future performance. The Company's
actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking
statements in this Announcement. In addition, even if the
Company's results of operations, performance, achievements and
financial condition are consistent with the forward-looking
statements in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company
makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or
regulatory obligations) neither the Company, nor the Joint
Bookrunners nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update such
statements. Comparisons of results for current and any prior
periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and
should only be viewed as historical data.
Liberum is authorised and regulated
by the Financial Conduct Authority (the "FCA") in the United Kingdom and is
acting exclusively for the Company and no one else in connection
with the Placing or any other matters referred to in this
Announcement, and Liberum will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Berenberg, which is authorised and
regulated by the German Federal Financial Supervisory Authority and
in the United Kingdom is deemed authorised under the Temporary
Permissions Regime and subject to limited regulation by the FCA, is
acting exclusively for the Company in connection with the Placing
and will not be acting for any other person (including any Placees)
and will not be responsible to any person other than the Company
for providing the protections afforded to clients of Berenberg or
for advising any other person in respect of the matters referred to
in this Announcement.
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 the
Joint Bookrunners or by any of its 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 therefor is expressly disclaimed.
No statement in this Announcement is
intended to be 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 necessarily match or exceed the historical published earnings
per share of the Company.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance,
and persons needing advice should consult an independent financial
adviser.
The New Ordinary Shares to be issued
pursuant to the Capital Raising will not be admitted to trading on
any stock exchange other than the AIM market of the London 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.
Information to Distributors
UK product
governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target
Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the
Placing Shares may decline and investors could lose all or part of
their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of Chapter 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product
governance
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 in the European
Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The following is an extract from the
Chairman's letter to be set out in substantially the same form in
the Circular.
INTRODUCTION
The Company is pleased to announce a
conditional Placing to raise gross proceeds of approximately £1.7
million, and an associated Open Offer to raise gross proceeds of up
to approximately £1.7 million, in each case at a price of 28 pence
per New Ordinary Share. Certain Directors have also conditionally
agreed to subscribe directly with the Company for, in aggregate,
78,570 New Ordinary Shares at the Issue Price.
The net proceeds of the Capital
Raising are expected to be utilised to drive Ilika's roadmap for
its Goliath solid-state battery projects. In particular, the net
proceeds of the Placing are expected to be utilised to: i) support
the development of Goliath technology, with grant assistance; ii)
provide capital expenditure to increase the battery testing
capacity from 20 kWh/a to 0.75 MWh/a, and to upgrade existing dry
room facilities in order to install the automated assembly line
contracted through the SiSTEM project. Proceeds in excess of the
Capital raising target would be used to add further dry room
facilities & testing capacity to support Goliath and to develop
Stereax product roadmap in collaboration with Cirtec Medical
Corporation ("Cirtec").
All of the net proceeds of the Open
Offer and the Director Subscriptions will be used to further
support the Group's working capital requirements.
The Directors are of the opinion,
the net proceeds of the Capital Raising will further strengthen the
balance sheet (cash and cash equivalents as at 30 April 2024 in
excess of £11 million) and provide working capital beyond 12 months
from the date of this announcement.
The Capital Raising is conditional
upon, inter alia, the
passing of the Resolutions at the General Meeting. Applications
will be made in due course to the London stock exchange for the New
Ordinary Shares to be admitted to trading on AIM. Admission is
expected to become effective and dealings in the Placing Shares,
the Open Offer Shares and the Director Subscription Shares are
expected to commence on 31 May 2024.
If the conditions relating to the
issue of the Placing Shares are not satisfied or the Placing
Agreement is terminated in accordance with its terms, the Placing
Shares will not be issued and the Company will not receive the
related placing monies. In this scenario, the Open Offer and the
Director Subscriptions will similarly not proceed.
The Issue Price represents a
discount of approximately 5.1 per cent. to the mid-market price of
29.5 pence per Existing Ordinary Share on 9 May 2024, being the
latest practicable date prior to the publication of this
Announcement.
BACKGROUND TO, AND REASONS FOR, THE CAPITAL
RAISING
Ilika is an independent global
expert in solid-state battery technology.
Solid state batteries are a variant
of lithium-ion batteries which does not contain a toxic liquid
electrolyte, providing higher safety combined with competitive
performance compared to incumbent technology. The Company's primary
activities focus on, 1) commercialising its miniature Stereax
technology for use in medical technology and Industrial Internet of
Things ("IIoT") through its
manufacturing collaboration with Cirtec and 2) collaborating with
automotive partners, supported by UK government agencies, to
develop its Goliath technology for use in electric vehicles
("EVs"). Designs of
conventional large format lithium-ion cells are reaching their
maximum theoretical energy density of 300-350 Wh/kg. Solid state
cell designs offer the promise of theoretical energy densities of
450-500 Wh/kg depending on the choice of architecture and
materials. Developers around the world are designing and making
prototype solid state cells that are gradually increasing in energy
density. These new designs are expected to yield energy densities
that will exceed conventional lithium-ion cells and move towards
the theoretical limit of such designs over the next five
years.
Solid-state cells have a number of
environmental benefits over traditional lithium-ion cells.
Currently, only 5 per cent. of lithium-ion cells are recycled and
yet they are environmentally harmful due to liquid electrolyte
toxicity and the risk of fire and explosions. Traditional
lithium-ion cells cannot be landfilled or incinerated. In contrast,
solid-state cells present no risk of explosion from a flammable
electrolyte and commonly available process technologies can be used
for recycling, including the oxide electrolytes preferred by
Ilika's cells.
The Company has an asset-light
business model, in which Ilika develops intellectual property
("IP") defining active materials, cell architecture and
manufacturing process, which it licenses to manufacturing partners
in return for license fees and royalties. In order to validate its
IP, Ilika produces initial batches of its products on pilot lines
for customer evaluation. Ilika does not aim to invest in large
scale manufacturing facilities, as it believes its processes can be
better scale-up through targeted manufacturing
partnerships.
In August 2023, Ilika signed a
ten-year manufacturing licence with Cirtec to produce the Stereax
range of mm-scale batteries at Cirtec's facility in Lowell,
Massachusetts. Ilika is now focused on advanced technology
development and IP licensing in support of Cirtec's manufacturing
and commercialisation activities. This partnership is reinforcing
Cirtec's ongoing activities in system level miniaturisation for the
medical device industry.
The Company's Goliath technology
development path is aligned with the EV revolution currently taking
place, as annual sales accelerate to meet international commitments
to reduce carbon emissions. The Company is able to utilise the
experience gained from Stereax to help with the scale-up of the
Goliath programme. In December 2023, the Company reached its
intermediate technology development target of lithium-ion energy
density parity in its Goliath large format EV battery programme.
This achievement validated the technical approach taken by the
Company and supports the justification for investment in a
full-pilot facility configured to demonstrate that the technology
can be licensed for third-party giga-scale
implementation.
In July 2021, Ilika completed a
placing, retail offer and open offer raising approximately £24.7
million, allowing the Company to accelerate the development of the
Company's Goliath technology. Correspondingly, Ilika has achieved
substantial technical validation milestones, most recently through
the D4 development point (the first prototype for customer release)
and lithium-ion energy density (a demonstrative approach that the
technology can be licensed for third-party giga-scale
implementation). These milestones were reached in November 2023 and
December 2023 respectively, highlighting the progress in achieving
the objective of Minimum Viable Product status ("MVP") in 2025-2026. As the Goliath
technology continues to develop to reach MVP status, Ilika looks to
commercialise the process through partnerships with OEMs in order
to deploy the batteries on a giga-scale production
basis.
In March 2020, Ilika completed a
placing and open offer raising £15.1 million, allowing the Company
to support the implementation of initial Stereax manufacturing in
the UK. Following process and product qualification, initial
product was shipped to customers in May 2023.
Reflective of the vision to step up
production capacity and scalability, Ilika had entered into a
memorandum of understanding with Cirtec in January 2023. Ilika and
Cirtec followed that up with a 10-year licencing and royalty
agreement in August 2023, whereby Ilika's focus shifted to support
Cirtec's manufacturing and commercialisation activities through
advanced technology development and IP licensing. Accordingly, this
deal served to significantly de-risk Ilika's mm-scale product
offering, whilst allowing the Company to place a greater focus on
its high structurally growth driven Goliath technology.
Given the accelerating demand and
addressable market for EVs, underpinned by government policies
worldwide, scaling Goliath continues to present a large opportunity
for the Company. The Company's Goliath technology development path
is aligned with the EV revolution currently taking place, as annual
sales accelerate to meet international commitments to reduce carbon
emissions. The Company is able to utilise the experience gained
from its Stereax technology to help with the scale-up of the
Goliath programme.
The development path for Goliath is
strongly aligned to the market growth within the EV sector, and
there are a number of structural drivers, primarily through
challenging environmental pressures, that is leading to increased
consumer purchases of battery electric vehicles. According to the
Climate Action Tracker, there are currently around 145 countries
considering net zero targets, countries who currently cover close
to 90 per cent. of global emissions. Correspondingly, a GOV.UK 2023
study highlighted transport as the largest emitting sector,
underpinning the rationale for government policy to continue the
shift towards electric mobility. In 2023, the UK Government set out
targets, with an overarching goal to reach zero emission vehicles
by 2035, with a shorter-term focus of 80 per cent. of new car
purchases to be zero emission by 2030. These governmental pressures
are noticeably a catalyst to the recent strong momentum of
worldwide EV sales. Accordingly, electric car sales in 2023 were
3.5 million higher than in 2022, a 35 per
cent. year-on-year increase. This is more than six times
higher than in 2018, just 5 years earlier. In 2023, there were over
250 000 new registrations per week, which is more than the annual
total in 2013, ten years earlier. Electric cars accounted for
around 18 per cent. of all cars sold
in 2023, up from 14 per cent. in 2022
and only 2 per cent. 5 years earlier,
in 2018. These trends indicate that growth remains robust as
electric car markets mature. This positive market dynamic provides
a compelling backdrop to Goliath's offering of longer range,
increased safety and competitive performance versus traditional,
liquid-electrolyte-based lithium-ion cells.
Ilika expects that the commercial
adoption of its Goliath technology will also include high value
consumer appliance applications such as hair straighteners, curling
tongs and cleaning appliances, which can also benefit from some of
the unique properties of solid-state batteries.
Following key significant
technological developments in the Goliath product development
through the aforementioned milestones, Ilika, in April 2024
announced a collaboration with Agratas, a subsidiary of the Tata
Group. This collaboration, inclusive of two significant news
developments, is firstly represented through Agratas joining the
17-month £2.7 million grant supported Project SiSTEM project, a
project which Ilika has been participating in since October 2023.
Running in parallel with Project HISTORY, the inclusion of Agratas
is envisaged to support Ilika's scale up of the Goliath SSB
large-format pouch cell, whereby the objectives are to build a
1.5MWh solid-state battery assembly line in collaboration with
MPAC. In addition to joining the SiSTEM project, Ilika and Agratas
have entered into a 12-month technology collaboration agreement
that will facilitate interactions between the companies to support
Ilika's journey to its D8 (50Ah, chemistry frozen) development
milestone in H1 2025, alongside exploring wider collaboration
opportunities between the two parties. Given Agratas's strategy to
build a battery gigafactory, with a vision to power hundreds of
thousands of electric cars, there is a strong opportunity for
further collaboration, whereby both companies can leverage their
respective expertise and resources for continued and material
Goliath development.
£0.75 million of the gross proceeds
of the Placing are expected to be used to fund the development of
Goliath technology, building on the achievement of lithium-ion
battery equivalence in December 2023. Supplemented by expected
government grant support, the proceeds will support the development
of Goliath technology to support partner collaboration.
As Ilika develops larger Goliath
prototypes with state-of-the-art materials, the Company has a need
to increase its battery testing capacity from 20 kWh/a to 0.75
MWh/a and to upgrade its dry room facilities, accounting for £0.75
million of the proceeds.
In line with its asset-light
business model, Ilika will demonstrate its Goliath technology at
pilot scale (1.5 MWh/a) to underpin licensing discussions and
technology transfer.
CURRENT
TRADING AND PROSPECTS
Ilika's "Capital Markets Day and Trading
Update" was announced via a Regulatory Information Service
on 23 April 2024, and contained the following
statements:
•
Trading for the year ended 30
April 2024 has been in line with current market
expectations;
•
The Company expects to generate
revenue of approximately £2.0m for FY 2024 (FY 2023: £0.8m). This
figure is reflective of a material increase in grant funding
received during H1 of the current financial year and, as expected,
this was not replicated in H2 due to the phasing of grant
activity.; and
•
Cash and cash equivalents at 30
April 2024 are expected to be higher than expected and
approximately £11.0 million due to the grant funding income and
cost reduction activity resulting from the Cirtec contract and
technology transfer activity.
Ilika's unaudited half-year report
for the six months ended 31 October 2023 was announced via a
Regulatory Information Service on 23 January 2024 and contained the
following statements:
Operating Highlights
During the period, significant
progress has been made with transferring manufacturing of Ilika's
thin-film Stereax miniature solid-state batteries (SSBs) for
powering medical devices and industrial wireless sensors in
specialist environments, and developing its large-format Goliath
cells for electric vehicles (EV) and cordless
appliances.
Financial highlights for H1
2024
(i) Total revenue
for the period of £1.3m (H1 2023: £0.2m)
·
Grant funding of £1.3m (H1
2023: £0.2m)
(ii) EBITDA loss,
excluding share-based payments, of £1.9m (H1
2023: £4.1m loss)
(iii)
Cash & Cash equivalents at period end of £13.2m (H1
2023: £18.6m)
Outlook
(i) Signed contract
with Cirtec represents most immediate commercialisation
opportunity, allowing fulfilment of order book and creating further
opportunities for commercial engagement.
(ii) Well-developed plans
to move Ilika's Goliath roadmap to the next stage, MVP, aiming to
reach the D8 development milestone by the end of the HISTORY
programme grant in Q1 2025, underpinning licencing
opportunities.
(iii)
First half of calendar year 2024 Ilika will manufacture and test
batches of pouch cells based on the D4 development point prior to
delivering fully characterised P1 cells to customers.
(iv)
Plans to increase the capacity of the Company's existing pre-pilot
production facility using automation and larger scale items of
equipment.
(v) Targets to reach an
installed capacity of 1.5 MWh/a to allow Ilika to scale production
volumes and mature its technology to the level required to respond
to automotive requests for quotation by the end of 2025.
(vi)
Commercial interest and government grant support expected to
intensify as the Goliath product continues to mature.
DETAILS OF THE
PLACING
The Company intends to raise
gross proceeds of approximately £1.7 million by means of the
Placing. The Placing Shares, in aggregate, will represent
approximately 3.75 per cent. of the Existing Ordinary Shares on 9
May 2024, the latest practicable date prior to the publication of
this Announcement. The aggregate net proceeds after costs related
to the Placing are expected to be approximately £1.5
million.
The Joint Bookrunners' obligations
under the Placing Agreement in respect of the Placing are
conditional, inter alia,
upon:
(i) the Placing
Agreement becoming unconditional in all respects (save for any
condition relating to Admission) and not having been terminated in
accordance with its terms prior to Admission; and
(ii) Admission becoming
effective by no later than 8.00 a.m. on 31 May 2024 (or such later
time and/or date (being no later than 8.00 a.m. on the Long Stop
Date) as the Joint Bookrunners and the Company may
agree).
If any of the conditions above are
not satisfied, the Placing Shares will not be issued.
The Placing Shares are not subject
to clawback. The Placing is not being underwritten.
The Placing Shares will be issued
free of all liens, charges and encumbrances and will, when issued,
be fully paid, and rank pari
passu in all respects with the Existing Ordinary Shares,
including the right to receive dividends and other distributions
declared, paid or made after the date of their issue.
Subject to, inter alia, the passing of the
Resolutions, application will be made to the London Stock Exchange,
by means of the Application, for the admission of the Placing
Shares, the Open Offer Shares and the Director Subscription Shares
to trading on AIM. Admission is expected to occur and dealings are
expected to commence in the Placing Shares, the Open Offer Shares
and the Director Subscription Shares at 8.00 a.m. on 31 May 2024.
If Admission does not occur, then the Company will not receive the
relevant net proceeds in respect of Admission and the Company may
not be able to finance the activities it intends to utilise the net
proceeds of the Placing for, as described in this Announcement, and
may have to seek additional funding.
DIRECTOR
SUBSCRIPTIONS
The following Directors intend to
subscribe for New Ordinary Shares in the following amounts and
pursuant to the Director Subscription Agreements:
Director
|
Existing beneficial
shareholding
|
New Ordinary Shares subscribed
for
|
Shareholding on completion of the
Capital Raising
|
Shareholding as a percentage of the
Enlarged Issued Share Capital
|
Graeme Purdy
|
782,927
|
53,571
|
836,498
|
0.49%
|
Jason Stewart
|
0
|
7,142
|
7,142
|
0.00%
|
Keith Jackson
|
102,142
|
17,857
|
119,999
|
0.07%
|
DETAILS OF THE
OPEN OFFER
The Company considers it important
that Qualifying Shareholders have an opportunity (where it is
practicable for them to do so) to participate at the same price per
New Ordinary Share as investors in the Placing and, accordingly,
the Company is making the Open Offer to Qualifying Shareholders.
The Company is proposing to raise a maximum of approximately £1.7
million (before expenses) (assuming full take up of the Open Offer
shall be less than the €8.0 million maximum amount permitted
without requiring the publication by the Company of a prospectus
under the Prospectus Regulation Rules Sourcebook) through the issue
of up to 6,114,449 Open Offer Shares.
The Open Offer Shares are available
to Qualifying Shareholders (including Qualifying Shareholders who
are also participants in the Placing) pursuant to the Open Offer at
the Issue Price, payable in full on acceptance. The Issue Price
represents a discount of approximately 5.1 per cent. to the closing
mid-market price of 29.5 pence per Existing Ordinary Share on 9 May
2024, being the latest practicable date prior to the publication of
this Announcement. Any Open Offer Shares not applied for by
Qualifying Shareholders will be available to other Qualifying
Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply
for Open Offer Shares under the Open Offer pro rata to their
holdings of Existing Ordinary Shares as at the Record Date at the
Issue Price on the following basis:
1 Open
Offer Share for every 26 Existing Ordinary Shares held by the
Qualifying Shareholder on the Record Date
Entitlements of Qualifying
Shareholders to apply for Open Offer Shares will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be aggregated and made available
under the Excess Application Facility. The Excess Application
Facility enables Qualifying Shareholders to apply for Excess Shares
in excess of their Open Offer Entitlements. Not all Shareholders
will be Qualifying Shareholders. Shareholders who are located in,
or are citizens of, or have a registered office in, Restricted
Jurisdictions will not qualify to participate in the Open
Offer.
Valid applications by Qualifying
Shareholders will be satisfied in full up to their Open Offer
Entitlements. Applicants can apply for less or more than their Open
Offer Entitlements but the Company cannot guarantee that any
application for Excess Shares under the Excess Application Facility
will be satisfied as this will depend, in part, on the extent to
which other Qualifying Shareholders apply for less than or more
than their own Open Offer Entitlements. The Company may satisfy
valid applications for Excess Shares of applicants in whole or in
part but reserves the right not to satisfy any excess above any
Open Offer Entitlement. The Board may scale back applications made
in excess of Open Offer Entitlements on such basis as it reasonably
considers to be appropriate.
Qualifying Shareholders should note
that the Open Offer is not a rights issue and therefore the Open
Offer Shares which are not applied for by Qualifying Shareholders
will not be sold in the market for the benefit of Qualifying
Shareholders who do not apply under the Open Offer. The Application
Form will not constitute a document of title and will not be able
to be traded or otherwise transferred.
The Open Offer is subject to the
satisfaction, inter alia,
of the following conditions on or before 31 May 2024 (or such later
date (being no later than the Long Stop Date) as the Joint
Bookrunners and the Company may agree):
(i) the Placing
becoming unconditional in all respects (save for any condition
relating to Admission);
(ii) the passing of the
Resolutions at the General Meeting (or any adjournment thereof);
and
(iii)
Admission becoming effective by 8.00 a.m. on 31 May 2024 (or such
later time and/or date (being no later than 8.00 a.m. on the Long
Stop Date) as the Joint Bookrunners and the Company may
agree).
Accordingly, if the above conditions
are not satisfied, the Open Offer will not proceed and the Open
Offer Shares will not be issued and all monies received by the
Receiving Agent will be returned to the applicants (at the
applicant's risk and without interest) as soon as possible but, in
any event, within 14 days thereafter. Any Open Offer Entitlements
admitted to CREST will thereafter be disabled.
The Open Offer Shares will be issued
free of all liens, charges and encumbrances and will, when issued,
be fully paid, and rank pari
passu in all respects with the Placing Shares and the
Existing Ordinary Shares, including the right to receive dividends
and other distributions declared, paid or made after the date of
their issue.
Application will be made to the
London Stock Exchange, by means of the Application, for the
admission of the Open Offer Shares to trading on AIM. Admission is
expected to occur and dealings are expected to commence in the Open
Offer Shares at 8.00 a.m. on 31
May 2024.
Application has been made for the
Open Offer Entitlements to be admitted to CREST. It is expected
that such Open Offer Entitlements will be credited to CREST stock
accounts on 14 May 2024.
Application has also been made for the Excess CREST Open Offer
Entitlements to be admitted to CREST and it is also expected that
such Excess CREST Open Offer Entitlements will be credited to CREST
stock accounts on 14 May 2024. The Open
Offer Entitlements and Excess CREST Open Offer Entitlements will be
enabled for settlement in CREST until 11.00 a.m. on 28
May 2024.
Applications through the CREST
system may only be made by the Qualifying CREST Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim. The Open Offer Shares must be paid for in full
on application.
The latest time and date for receipt
of completed Application Forms or CREST instructions and payment in
respect of the Open Offer is 11.00 a.m. on 28 May 2024. The Open Offer is not being made
to certain Overseas Shareholders.
The procedure for application and
payment depends on whether, at the time at which such application
and payment is made, a Qualifying Shareholder has an Application
Form in respect of their Open Offer Entitlement or has their Open
Offer Entitlement credited to their stock account in
CREST.
USE OF PROCEEDS
The net proceeds of the Capital
Raising are expected to be utilised to drive Ilika's roadmap for
its Goliath solid-state battery projects.
In particular, the net proceeds of
the Placing are expected to be utilised to:
i) support Goliath
technology, with grant assistance; and
ii) provide capital
expenditure to increase the battery testing capacity from 20 kWh/a
to 0.75 MWh/a, and to upgrade existing dry room facilities in order
to install the automated assembly line contracted through the
SiSTEM project,
Proceeds in excess of the Capital
Raising target would be used to add further dry room facilities and
testing capacity to support Goliath and to develop Stereax product
roadmap in collaboration with Cirtec.
The Directors are of the opinion,
the net proceeds of the Capital Raising will further strengthen the
balance sheet (cash and cash equivalents as at 30 April 2024 in
excess of £11 million) and provide working capital beyond 12 months
from the date of this Announcement.
EFFECTS OF THE
CAPITAL RAISING
Upon Admission, and assuming full
take up of Open Offer Entitlements, the Enlarged Issued Share
Capital is expected to be 171,161,544 Ordinary Shares. On this
basis, the New Ordinary Shares will represent approximately 7.1 per
cent. of the Enlarged Issued Share Capital.
Following the issue of the New
Ordinary Shares pursuant to the Capital Raising, assuming full take
up of Open Offer Entitlements, Qualifying Shareholders who neither
take up any of their Open Offer Entitlements nor participate in the
Placing will suffer a dilution of approximately 7.1 per cent. to
their interests in the Company. If a Qualifying Shareholder takes
up their Open Offer Entitlement in full, but does not participate
in the Placing, they will suffer a dilution of approximately 3.5
per cent. to their interest in the Company.
The Directors have concluded that
proceeding with the Capital Raising is the most suitable option
available to the Company for raising additional funds through the
issue of the New Ordinary Shares and that issuing the New Ordinary
Shares at a discount is fair and reasonable so far as all existing
Shareholders are concerned. The Issue Price has been set by the
Joint Bookrunners, after consultation with the Company, following
their assessment of market conditions and following discussions
with a number of institutional investors.
GENERAL
MEETING
The Directors currently have
existing authorities to allot shares and dis-apply pre-emption
rights under section 551 and section 570 of the Act which were
obtained at the Company's annual general meeting held on 20
September 2023. However, these are insufficient to enable the
Company to allot and issue the full amount of New Ordinary Shares
pursuant to the Capital Raising. Accordingly, in order for the
Company to allot and issue the New Ordinary Shares, the Company
needs to first obtain approval from its Shareholders to grant to
the Board additional authority to allot the New Ordinary Shares and
to dis-apply statutory pre-emption rights which would otherwise
apply to such allotment. The Company is therefore also seeking
Shareholder authority to increase the Directors' general authority
to allot securities and dis-apply pre-emption rights pursuant to
sections 551 and 570 of the Act, respectively.
Set out at the end of the Circular
is the Notice of the General Meeting to be held at the offices of
Eversheds Sutherland (International) LLP at One Wood Street, London
EC2V 7WS at 11.00 a.m. on 29 May 2024, at which the Resolutions
will be proposed.
If any Resolution is not passed by
the Shareholders at the General Meeting, the Capital Raising will
not proceed. The Resolutions can be summarised as
follows:
·
Resolution 1 - this will be proposed as an
ordinary resolution (requiring a simple majority of votes in
favour) and seeks the approval of Shareholders to authorise the
Directors to allot the New Ordinary Shares in connection with the
Capital Raising; and
·
Resolution 2 - this will be proposed as a special
resolution (requiring the approval of at least 75 per cent. of the
votes cast) and seeks the approval of Shareholders to authorise the
Directors to dis-apply pre-emption rights in connection with the
allotment of the New Ordinary Shares in connection with the Capital
Raising. This authority is being sought to allow the Directors to
issue New Ordinary Shares on a non pre-emptive basis in connection
with the Capital Raising. Whilst Shareholders may apply for Open
Offer Shares under the Open Offer pro rata to their holdings of
Existing Ordinary Shares, this resolution is nevertheless required
to deal with, inter alia,
Excess Open Offer Entitlements and other practical issues in the
context of the Open Offer, in particular, in relation to fractional
entitlements to Open Offer Shares and legal and/or practical
restrictions under the laws of certain territories or the
requirements of relevant regulatory bodies or stock
exchanges.
Save in respect of the allotment of
the New Ordinary Shares, the grant of options to employees under
employee share plans or other similar incentive arrangements and
pursuant to any exercise of existing options in respect of Ordinary
Shares (including in relation to the proposed exercise of options
by certain Directors referred to in paragraph 11 below), the
Directors have no current intention to allot shares, or rights to
subscribe or convert into shares, in the capital of the
Company.
APPENDIX
1
RISK
FACTORS
In
addition to the other information set out in this Announcement, the
risks described below should be carefully considered by investors
prior to making any investment decision relating to the Ordinary
Shares. The risks set out below are those risks which the Directors
consider to be material as at the date of this Announcement, but do
not necessarily comprise all those risks associated with an
investment in the Ordinary Shares or the Company and are not
intended to be presented in any assumed order of priority. There
may be additional risks that the Directors do not currently
consider to be material or of which the Directors are not aware,
which may affect the Group's financial condition, performance,
prospects, results and/or the price of the Ordinary
Shares.
An
investment in the Ordinary Shares involves significant risks and
uncertainties and investors may lose a substantial portion, or even
all, of the money that they invest in the Company. An investment in
the Company is therefore only suitable for financially
sophisticated investors who are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear losses (which may equal the whole amount
invested) that may result from such an investment. An investment in
the Ordinary Shares should constitute part of a diversified
investment portfolio. Typical investors are expected to be
professionally advised private investors and professional
investors. Prospective investors should review carefully and
evaluate the risks and other information contained in this
Announcement before making a decision to invest in the Ordinary
Shares.
1.
GENERAL RISKS
An investment in the Company is only
suitable for investors capable of evaluating the risks and merits
of such investment and who have sufficient resources to bear any
loss which may result from the investment. A prospective investor
should consider with care whether an investment in the Company is
suitable for them in the light of their personal circumstances and
the financial resources available to them.
Investment in the Company should not
be regarded as short-term in nature. There can be no guarantee that
any appreciation in the value of the Ordinary Shares will occur or
that the objectives of the Company will be achieved. Investors may
not get back the full amount initially invested.
The prices of shares and income
derived from them can go down as well as up. Past performance is
not necessarily a guide to future performance.
2.
RISKS RELATING TO THE SECTOR IN WHICH THE GROUP
OPERATES
2.1 Regulatory risk
The Group's products and materials
are subject to various European and other legislative and
regulatory requirements. Failure to satisfy such requirements could
result in the imposition of sanctions on members of the Group,
including fines, injunctions, civil penalties, import bans, delays,
suspensions or withdrawals of approvals, licence revocations,
seizures or recalls of products, operating restrictions and
criminal prosecutions, any of which could materially harm the
Company's product development and commercialisation efforts.
Legislative changes in, or regulatory reform of, the relevant
sectors in the countries in which the Group operates or in which
the end-products are sold may also affect the Group's ability to
sell products and materials profitably or at all. Furthermore, the
Company and its partners may not be successful in securing
regulatory approval in a timely manner, or at all, for materials
and products that may be developed in the future. Any or a
combination of these factors could have a material adverse effect
on the Group's business, financial condition and results of
operations.
2.2
The Group is largely dependent on its partners to
commercialise the end-products containing the Group's
materials
The Group's ability to develop
future products largely depends on its ability to maintain existing
relationships with its commercialisation partners (such as Cirtec)
and enter into relationships with new commercialisation partners.
In addition, the majority of the Group's development programmes are
dependent on its commercialisation partners successfully marketing
the end-products of which the Group's materials are an integral
component. There can be no guarantee that partners:
(a)
will fulfil their obligations to the Group (for
example, they may not prioritise Ilika's products over other
product lines); or
(b)
will continue to manufacture sufficient quantities
of the Group's finished end-products on a timely basis, at an
acceptable cost or at all (for example, notwithstanding that the
Group may have entered into such binding contractual commitments,
utilise production capacity not being used at any time for the
manufacture of the Group's products for the manufacture of third
parties' products, which, in each case, may potentially inhibit the
Group's ability to produce and commercialise its products and/or to
increase or scale-up the manufacture and commercialisation of its
products in line with its growth strategy and/or increase the costs
to the Group of producing its products, all of which could have a
material adverse impact on the Group's operations, financial
position and ability to pursue its growth strategy).
Furthermore, there is a limited
number of companies which have the scale and technological
capability to manufacture the Group's products and/or to create and
develop the new markets that some of the Group's materials may
enable. Accordingly, the Group is exposed to the risk of its
commercialisation partners being acquired by third parties who may
cease to contract with the Group on an ongoing basis or, in the
case of an overseas acquirer, potentially transfer the
commercialisation partner's manufacturing technology overseas or
otherwise prevent the Group from being able to access it, which,
again, could have a material adverse impact on the Group's
operations, financial position and ability to pursue its growth
strategy.
2.3 Protection of the Group's intellectual property
rights
Policing unauthorised use of the
Group's technology is difficult and expensive. The Group relies to
great extent on patent protection for its inventions but there can
be no assurance that the steps the Group takes will prevent
misappropriation of, or prevent an unauthorised third party from
obtaining or using, the technologies which the Company relies on.
Many of the Group's patent applications for its existing inventions
are still pending. In addition, effective protection may be
unavailable or limited in some jurisdictions.
Also, no assurance can be given that
the Group will develop products which are patentable or that
patents will be sufficiently broad in their scope to provide
protection for the Group's intellectual property rights against
third parties.
The Group also relies upon
unpatented proprietary technology, processes, know-how and in-house
software. The Group has confidentiality agreements in place with
customers, partners, suppliers and employees who have access to its
proprietary information and know-how but such agreements may be
breached and the Group may not have adequate remedies for any
breach. Finally, the Group's trade secrets may become known
otherwise or be independently developed by competitors.
Any misappropriation of the Group's
proprietary technology and intellectual property could have a
negative impact on the Group's business and its operating results.
Litigation may be necessary in the future to enforce or protect the
Group's rights or to determine the validity or scope of the
proprietary rights of others. Litigation could cause the Group to
incur substantial costs and divert resources and management
attention away from its daily business and there can be no
guarantees as to the outcome of any such litigation.
2.4 The Group may inadvertently infringe a third party's
intellectual property rights
Although the Group believes that its
technologies do not currently infringe upon patents held by others,
no assurance can be given that such infringements do not exist or
will not exist in the future. The Group may be unaware of filed
patent applications and issued patents that could include claims
covering the Company's products. There is a risk that the Group may
inadvertently infringe a patent held by another party. In order to
mitigate this risk, the Company engages external patent attorneys
and technical consultants when appropriate. Further, there can be
no assurances that others have not developed, or will not develop,
similar or competing products, duplicate any of the products of the
Group or design around any pending patent application or patents
(if any) subsequently granted in favour of the Group. Parties
making claims of infringement may be able to obtain injunctive or
other equitable relief that could effectively block the Group's
ability to sell or supply its products or to license its technology
and could cause the Group to pay substantial royalties, licensing
fees or damages or incur substantial costs in redesigning those
products that contain the allegedly infringing intellectual
property or in obtaining alternative technology. There can be no
assurance that the Group will be able to obtain alternative
technology on a timely basis or, if any licences are required, that
the Group will be able to obtain any such licence on commercially
favourable terms, if at all. This may have a material adverse
effect on the Group and its ability to compete.
The defence of any lawsuit could
divert management's efforts and attention from ordinary business
operations and result in time-consuming and expensive litigation,
regardless of the merits of such claims, which could materially and
adversely affect the Group's business, results of operations and
financial condition. Any potential intellectual property litigation
could also involve the Group losing the opportunity to license its
technology to others or to collect royalty payments based upon
successful protection and assertion of its intellectual property
against others. In addition, the Group may be required to develop
alternative non-infringing solutions that may require significant
time and substantial unanticipated resources. There can be no
assurance that such claims will not have a material adverse effect
on the Group's business, financial condition or results.
2.5 The Group is exposed to potential product
liability
Some of the Group's activities
expose it to potential product liability and professional indemnity
risks, as well as litigation and reputational risks, which are
inherent in the development and manufacture of its products and
future products. Any product liability claim brought against the
Group, with or without merit, could result in the increase of the
Group's product liability insurance rates or the inability to
secure coverage in the future. There can be no assurance that the
necessary insurance cover will be available to the Group at a
commercially acceptable cost or that, in the event of any claim,
the level or extent of insurance carried by the Group now or in the
future will be adequate, or that a product liability or other claim
would not materially and/or adversely affect the business of the
Group.
2.6
Contravention of environmental and safety
regulation could have an adverse impact on the Group
The Company's operations, including
its development facilities, are subject to environmental and safety
laws and regulations, including those governing the use of
hazardous materials. The cost of compliance with these and similar
future regulations could be substantial. Although the Directors
believe that the Group's procedures comply with applicable
regulations, the risk of accidental contamination or injury from
such materials cannot be eliminated. In the event of an incident,
the resulting liabilities could have an adverse impact on the
Group. Similarly, many of the Company's suppliers, collaborators
and customers are subject to similar laws and regulations.
Contravention of these laws and regulations by such parties could
have an adverse impact on the Group.
3.
RISKS RELATING TO THE GROUP'S BUSINESS AND
OPERATIONS
3.1 The Group is reliant on core technology and
development
If any part of the Group's
technology suffers a technical malfunction, the Group's ability to
continue operations and perform work for customers and partners may
be affected. If faults and breakdowns cannot be rectified in a
timely and economic manner, these factors could have a material
adverse effect on the Group's business, financial condition and
results of operations.
The Group has limited capacity to
run experiments and process data. If capacity constraints lead to
development programme delays and termination of contracts with
customers, this could have a material adverse effect on the Group's
business, financial condition and results of operations. The
Group's current development capacity limits the number of new
projects and partners with which it can work.
3.2
The Group has historically been loss making and
its future capital needs are uncertain and may necessitate the need
to raise additional funds in the future
The Group has historically been loss
making and there can be no certainty when, or if, profitability or
positive operating cash flow will be achieved. Further the Group
cannot be certain of its future financing needs or that suitable
financing will be available in the required amounts or on
acceptable terms. The Group's future capital needs, and other
business reasons at that time, may require the Company to issue
additional equity or obtain a credit facility. If additional equity
or equity-linked securities were to be issued this may result in
the dilution of existing Shareholders' holdings. The incurrence of
indebtedness would result in increased debt service obligations and
could result in operating and financing covenants that would
restrict the Group's operations or the Group's ability to pay
dividends to Shareholders or, in the worst scenario, it may not be
able to continue operations. Whilst the Directors believe that the
net proceeds of the Placing will improve the working capital
position of the Company, there can be no guarantee that the amount
raised will be sufficient to result in an unqualified audit opinion
in the upcoming audit.
3.3 The Group may not achieve anticipated revenues or
growth
The Group's future success will
depend on the ability of the Directors to implement their
objectives and strategy. Whilst the Directors are confident about
the Group's prospects, there is no certainty that anticipated
revenues or growth can be achieved. The Group has over 10 years of
operating history but this may not be operating experience upon
which its performance and prospects during its anticipated
expansion can be properly compared and evaluated against and it has
experienced operating losses in each year since its formation. The
Group's ability to become and remain profitable depends on a number
of factors, including, in particular, being able to find and
contract with appropriate partners and customers. The rapidly
evolving markets in which the Company sells its products, its
limited experience and progress in winning partners and customers,
as well as other factors, make it difficult for the Group to
forecast revenues accurately. As a result, the Group could
experience budgeting and cash flow management problems, unexpected
fluctuations in its results of operations and other difficulties,
any of which would make it difficult for the Group to gain and
maintain profitability. Potential investors should be aware of the
risks associated with an investment in companies with limited
trading histories. There can be no assurance that the Group will
operate profitably, produce a reasonable return, if any, on
investment, or remain solvent. If the Group's strategy proves
unsuccessful, Shareholders could lose all or part of their
investment.
3.4 Management of the Group's growth strategy
There can be no certainty that the
Group will be able to implement successfully its stated strategy.
The ability of the Group to implement its strategy in rapidly
evolving and competitive markets will require effective management
planning and operational controls. The Directors anticipate that
significant expansion will be required to respond to market
opportunities. The Group's growth plans may place a significant
strain on the Group's management, operational, financial and
personnel resources. The Group's future growth and prospects will
depend on its ability to manage this growth and to continue to
expand and improve operational and financial performance, whilst at
the same time maintaining effective cost controls. The Group's
future growth may depend, in part, on its ability to identify
suitable acquisition targets. There can be no assurance that any
targets identified will be available at a value which makes them
suitable for acquisition at the relevant time, or that third party
finance required to fund the acquisition will be available on
acceptable terms. Any failure to expand and improve operational,
financial and quality control systems in line with the Group's
growth could have a material adverse effect on the Group's
business, financial condition and results of operations.
3.5 The Group's competitors may take actions which adversely
affect its financial condition
The Company faces competition from
other companies within its industry and, in addition, there is a
risk that the Group's commercialisation partners, and potential
commercialisation partners, may elect to undertake in-house the
technology and product development that the Group currently
operates for them instead of partnering with the Group. There may
also be products and competitors that the Group is currently
unaware of that could have a detrimental effect on the business
performance of the Group. There can be no assurance that the
Group's current and future competitors will not develop superior
technology, offer superior products to the Group, sell products at
a lower price to the Group, or achieve greater market acceptance in
the Group's target markets, or precede the Group in receiving any
necessary regulatory approvals, which may render one or more of the
Group's technologies or products obsolete and/or otherwise
uncompetitive.
Technologies and products developed
by the Group may have a shorter commercial life than anticipated,
if any, due to the invention or development of more successful
technologies or products by competitors. Competitors of the Group
may have longer operating histories, greater name recognition,
access to larger customer bases and significantly greater
financial, research, development, sales and marketing, operational,
manufacturing, distribution and personnel resources than the Group.
As a result, such competitors may be able to respond more quickly
and effectively to changing customer demands or to devote greater
resources to the development, promotion and sale of their products
than the Company can, giving them a competitive advantage. While
the Directors are confident that the Group's technologies and
products are generally well-protected by its patent portfolio and
by the Company's proprietary know-how and expertise, there can be
no assurance that new technology and new competitive products or
solutions will not emerge, or that they will not be equally or more
attractive than the Group's products or solutions and therefore
threaten the Group's market position. There can be no assurance
that the Group will be able to compete successfully with existing
or new competitors and, if that proves to be the case, this may
have an adverse effect on the Group's business, financial condition
and results.
3.6 The Group is dependent on technology and product
development
Although the Group has successfully
completed the initial development of several products, continued
research and development of additional products will be required.
There can be no assurance that any of the Group's product
candidates will be successfully developed or commercialised. The
Group may encounter delays and incur additional development and
production costs and expenses, over and above those expected by the
Directors, in order to develop products at sufficient quality and
low enough cost for future partnership. Furthermore, there can be
no assurance that any of the Group's developed products will
successfully complete any applicable regulatory certification or
clinical testing process or that they will meet the regulatory and
production requirements necessary for commercial distribution. If
the Group's development programme is curtailed due to any of the
above issues, this may have an adverse material effect on the
Group's business and financial conditions.
The Group's success and ability to
compete are dependent on underlying technologies which the Group
has developed or may develop in the future. There is a risk that
the technology that the Group has developed or may develop in the
future may not work as well as planned or that the marketing of the
technology may not be as successful as the Group hopes.
Furthermore, the markets in which the Group and its
commercialisation partners compete, or plan to compete, are
characterised by constantly and rapidly changing technologies and
technological obsolescence. The Group's ability to compete
successfully depends on the technological and creative skill of the
Company's personnel, consultants and contractors and their ability
to design, develop, manufacture, assemble, test, market and support
new products and enhancements on a timely and cost-effective basis
to satisfy the demands and expectations of customers. There is no
assurance that the Group will be able to do this. Any failure to
anticipate technological changes, to develop, use or procure new
technologies, or to react to changes in existing technologies could
materially delay its development of new products or enhancements,
which could result in product obsolescence, loss of revenue
opportunities and customer migration, negatively affecting the
Group's financial results.
3.7 Dependence on key executives and personnel
The Group's development and
prospects are dependent upon training and retaining qualified
professional, scientific and technical operating staff. In
particular, the Group's success depends to a significant degree
upon the vision, technical and specialist skills, experience,
performance, and continued service of its Directors, senior
management and other key personnel. Whilst the Group has entered
into contractual arrangements with these individuals with the aim
of securing the services of each of them, retention of these
services cannot be guaranteed and the loss of the services of any
of the Directors, senior management or key personnel may have a
material adverse effect on the Group and its commercial and
financial performance and damage the value of an investment in the
Ordinary Shares.
3.8 Ability to recruit and retain skilled personnel
The ability to continue to attract
and retain employees with the appropriate expertise and skills
cannot be guaranteed. Identifying and hiring any additional
personnel and replacements could be costly and might require the
Group to grant significant equity awards or other incentive
compensation, which could adversely impact its financial results,
and there can be no assurance that the Group will have sufficient
financial resources. Effective product development and innovation,
upon which the Group's success is dependent, is in turn dependent
upon attracting and retaining talented technical, engineering and
marketing personnel, who represent a significant asset and serve as
the source of the Company's technological and product innovations.
In addition, to expand the Company's customer base and increase
sales, the Group will need to hire additional qualified sales
personnel. If the Group is unable to hire, train and retain such
personnel in a timely manner, the development and introduction of
the Group's products could be delayed and its ability to sell its
products and otherwise to grow its business will be impaired and
such delay and inability may have a detrimental effect upon the
performance of the Group.
3.9 The success of the Group's present business model is, in part,
dependent on third parties
The Group relies on a number of
relationships, including key relationships with Cirtec who provide
a clear route to market for Stereax® and
Agratas who recently joined Ilika's Goliath industrialisation
programme. The termination of these relationships could restrict
the Group's workflow capacity and/or ability to develop new
techniques and solutions to technical problems. Any of these
factors could have a material adverse effect on the business,
financial condition, results of operations and cash-flows of the
Group.
In addition, the Group is reliant on
a small number of partners for its joint development programmes as
well as a relatively small number of suppliers of parts used in the
design and build of the bespoke equipment installed, or to be
installed, in its third party fabrication facilities (such as that
provided by Cirtec). Failure to deliver products to such customers
and partners or the termination by any of these customers, partners
or suppliers of their agreements with the Group or any of such
customers, partners or suppliers becoming insolvent, being acquired
by third parties or otherwise ceasing to trade with the Group for
any reason or significant increases in prices charged by the
Group's parts and/or equipment suppliers as a consequence of
increased demand, for example, could therefore have a material
adverse effect on the business, financial condition, results of
operations and cash-flows of the Group.
The Group is reliant on grant
funding administered by UK Government agencies including the
Faraday Battery Challenge, Innovate UK and the Advanced Propulsion
Centre. Grants are awarded through competitions and there is no
guarantee of success in future competitions, nor the availability
of such competitions.
3.10
The Group may be subject to force majeure
risks
The Group's operations now or in the
future may be adversely affected by risks outside the control of
the Group such as labour unrest, civil disorder, war, terrorist
attacks, subversive activities or sabotage including cyber attacks,
fires, floods, explosions or other catastrophes, epidemics
including the Coronavirus (COVID-19) outbreak or quarantine
restrictions.
3.11
The Group's disaster recovery plans may not be
sufficient
The Group depends on the
performance, reliability and availability of its laboratory and
pilot line equipment and information technology systems. Any damage
to or failure of its equipment and/or systems could result in
disruptions to the Group's research and operations. The Group's
disaster recovery plans may not adequately address every potential
event and its insurance policies may not cover any loss in full or
in part (including losses resulting from business interruptions) or
damage that it suffers fully or at all, which could have a material
adverse effect on the Group's business, financial position or
prospects.
3.12
The Group's counterparties may become
insolvent
There is a risk that parties with
whom the Group trades or has other business relationships
(including partners, customers, suppliers and other parties) may
become insolvent. This may be as a result of general economic
conditions or factors specific to that company. In the event that a
party with whom the Group trades becomes insolvent, this could have
an adverse impact on the revenues and profitability of the
Group.
3.13
Financial risk
There are a number of financial
risks which are outside the control of the Group and which can
affect revenues and/or costs. The Group does not fully hedge
against such risks currently. These include varying international
exchange rates, interest rates, world commodity prices, energy
prices and supplies, raw materials prices and supplies, inflation
and international trends in trade, tariffs and protectionism and
changes in the legal and regulatory framework. The Group's
operations, business and financial performance are affected by
these factors, which are beyond the control of the
Group.
3.14
Tax risk
Any change in the Group's tax status
or in taxation legislation in the UK could affect the Group's
ability to provide returns to Shareholders. Statements in this
Announcement concerning the taxation of investors in shares are
based on current law and practice, which is subject to change. The
taxation of an investment in the Group depends on the individual
circumstances of investors.
The nature and amount of tax which
members of the Group expect to pay and the reliefs expected to be
available to any member of the Group are each dependent upon a
number of assumptions, any one of which may change and which would,
if so changed, affect the nature and amount of tax payable and
reliefs available. In particular, the nature and amount of tax
payable is dependent on the availability of relief under tax
treaties and is subject to changes to the tax laws or practice in
any of the jurisdictions affecting the Group. Any limitation in the
availability of relief under these treaties, any change in the
terms of any such treaty or any changes in tax law, interpretation
or practice could increase the amount of tax payable by the
Group.
4.
RISKS RELATING TO THE CAPITAL RAISING AND THE
ORDINARY SHARES
4.1
The price of the Ordinary Shares may fluctuate
significantly and investors could lose all or part of their
investment
The share price of AIM companies can
be highly volatile, which may prevent Shareholders from being able
to sell their Ordinary Shares at or above the price they paid for
them. The Issue Price may not be indicative of prices that will
prevail in the trading market and investors may not be able to
resell the Ordinary Shares at or above the price they paid for
them. The market price and the realisable value for the Ordinary
Shares could fluctuate significantly for various reasons, many of
which are outside the Group's control. In addition, the published
market price of the Ordinary Shares will be, typically, their
middle market price. Due to the potential difference between the
middle market price of the Ordinary Shares and the price at which
the Ordinary Shares can be sold, there is no guarantee that the
realisable value of the Ordinary Shares will be the same as the
published market price.
4.2
There may not be a liquid secondary market for the
Ordinary Shares, the price of which may fluctuate significantly,
and Shareholders could lose all or part of their
investment
The Company is currently traded on
AIM which is perceived to involve a higher degree of risk and to be
less liquid than the Official List. Shareholders do not have a
right for their Ordinary Shares to be redeemed and the Company does
not have a fixed winding-up date. Those Shareholders wishing to
realise their investment will be required to dispose of their
Ordinary Shares on the stock market or vote to wind-up the Company.
Admission should not be taken as implying that there will be a
liquid market for the New Ordinary Shares. There is no guarantee
that an active market will arise or be sustained for the Ordinary
Shares. If an active trading market is not maintained, the
liquidity and trading price of the Ordinary Shares could be
adversely affected. Even if an active trading market is maintained,
the market price for the Ordinary Shares may fall below their
original issue price and Shareholders may not realise their initial
investment.
4.3 There is no guarantee that dividends will be paid by the
Company
Any dividend on the Ordinary Shares
will be limited by the Group's performance. As the Company has not
yet generated a profit, it has not yet paid any dividends to
Shareholders. The Company continues to keep its dividend policy
under review and may revise it from time to time as its business
develops. As a holding company, the Company's ability to pay
dividends in the future will be affected by a number of factors,
principally the Company's generation of distributable profits and
the receipt of sufficient dividends from its subsidiaries. The
Group's members may be precluded from paying dividends by various
factors, such as their own financial condition, restrictions in
existing or future financing documents to which they are party or
applicable law. Under English law, a company can only pay dividends
to the extent that it has distributable reserves and cash available
for this purpose. In addition, the Company may not pay dividends if
the Directors believe this would cause the Company to be
inadequately capitalised or if, for any other reason, the Directors
conclude it would not be in the best interests of the Company. Any
of the foregoing could limit the payment of dividends to
Shareholders or, if the Company does pay dividends, the amount of
such dividends.
4.4 Shareholders may suffer dilution as a consequence of the
Capital Raising
Regardless of whether a Qualifying
Shareholder takes up their entitlements under the Open Offer, the
effect of the Capital Raising will be a reduction of their
proportionate ownership and voting interests in the Company (unless
a Shareholder applies for, and obtains, Excess Shares under the
Open Offer).
For those Qualifying Shareholders
who do not participate in the Open Offer, their proportionate
ownership and voting interest in the Company will be reduced
further as a consequence of the Open Offer. In particular, to the
extent that Qualifying Shareholders do not take up the offer of
Open Offer Shares under the Open Offer, their proportionate
ownership and voting interest in the Company will be further
reduced and the percentage that their shareholdings represent of
the ordinary share capital of the Company will, following
Admission, be reduced accordingly.
Subject to certain exceptions,
Qualifying Shareholders in the United States and other Restricted
Jurisdictions will not be able to participate in the Open
Offer.
4.5
Future issuances of Ordinary Shares may dilute the
holdings of Shareholders and may depress the price of the Ordinary
Shares
Other than in connection with the
Capital Raising or pursuant to employee share plans or other
similar incentive arrangements, the Company has no current plans
for an offering of Ordinary Shares. However, it is possible that
the Company may decide to offer additional Ordinary Shares in the
future. Future sales or the availability for sale of substantial
amounts of Ordinary Shares in the public market could dilute the
holdings of Shareholders, adversely affect the prevailing market
price of the Ordinary Shares and impair the Company's ability to
raise capital through future offerings of equity
securities.
4.6
Importance of passing the Resolutions to complete
the Capital Raising
The Resolutions to be proposed at
the General Meeting will be proposed as an ordinary resolution and
a special resolution and, to be passed, will require the support
of, in the case of the ordinary resolution, a simple majority of
the total voting rights of Shareholders who (being entitled to do
so) vote on such resolution at the General Meeting and in relation
to the special resolution, three-quarters of the total voting
rights of Shareholders who (being entitled to do so) vote on such
resolution at the General Meeting. The Capital Raising is
conditional, inter alia,
on the passing of the Resolutions.
In the event that the Resolutions
are not passed, the Company will not be able to proceed with the
Capital Raising, with the result that the anticipated net proceeds
of the Capital Raising will not become available to fund proposed
upcoming expenditure and achieve the objectives currently being
pursued by the Board. The Group's business plan and growth
prospects may also be adversely affected as a result.
APPENDIX 2
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
Open Offer Record Date
|
6.00 p.m.
on 9 May 2024
|
Announcement of the Capital
Raising
|
10 May
2024
|
Date Existing Ordinary Shares marked
'ex-entitlement' by the London Stock Exchange
|
8.00 a.m.
on 13 May 2024
|
Expected date of the Circular and of
the posting of the Circular, Application Forms and Forms of
Proxy
|
13 May
2024
|
Open Offer Entitlements and Excess
Open Offer Entitlements credited to CREST stock accounts of
Qualifying CREST Shareholders
|
14 May
2024
|
Recommended latest time and date for
requesting withdrawal of Open Offer Entitlements and Excess Open
Offer Entitlements from CREST
|
4.30 p.m.
on 21 May 2024
|
Latest time and date for depositing
Open Offer Entitlements and/or Excess Open Offer Entitlements into
CREST
|
3.00 p.m.
on 22 May 2024
|
Latest time and date for splitting
Application Forms (to satisfy bona fide market claims in relation to
Open Offer Entitlements only)
|
3.00 p.m.
on 23 May 2024
|
Latest time and date for receipt of completed Forms of Proxy
and receipt of electronic proxy appointments via
CREST
|
11.00 a.m. on
24 May 2024
|
Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer or settlement of the
relevant CREST instructions (as appropriate)
|
11.00 a.m. on
28 May 2024
|
General Meeting
|
11.00 a.m. on 29 May
2024
|
Results of the General Meeting and
the Open Offer expected to be announced through a Regulatory
Information Service
|
29 May
2024
|
Expected date for Admission and
commencement of dealings in the Placing Shares, the Open Offer
Shares and any Director Subscription Shares
|
8.00 a.m.
on 31 May 2024
|
Expected date on which CREST
accounts to be credited with Placing Shares, Open Offer Shares and
Director Subscription Shares in uncertificated form
|
As soon as
possible following Admission
|
Expected date for despatch of
definitive share certificates in respect of Placing Shares, Open
Offer Shares and Director Subscription Shares to be issued in
certificated form
|
Within 14
days of Admission
|
Long Stop Date
|
8.00 a.m.
on 30 June 2024
|
Notes:
(1)
References to times in this Announcement are to
London time (unless otherwise stated).
(2)
Each of the times and dates above are indicative
only and are subject to change. If any of the above times and/or
dates change, the revised times and/or dates will be notified by
the Company to the Shareholders by announcement through a
Regulatory Information Service.
(3)
Admission and the commencement of dealings in the
New Ordinary Shares on AIM are conditional on, inter alia, the passing of the
Resolutions at the General Meeting.
APPENDIX 3
DEFINITIONS
The following definitions apply
throughout this Announcement, unless the context otherwise
requires:
"Act"
|
the Companies Act 2006
|
|
|
"Admission"
|
admission of the Placing Shares, the
Open Offer Shares and the Director Subscription Shares to trading
on AIM becoming effective in accordance with the AIM
Rules
|
|
|
"AIM"
|
the market of that name operated by
the London Stock Exchange
|
|
|
"AIM
Rules"
|
the AIM Rules for Companies published
by the London Stock Exchange from time to time
|
|
|
"Announcement"
|
this announcement, including the
appendices, published by the Company in connection with the Capital
Raising
|
|
|
"Application"
|
the application to the London Stock
Exchange for Admission as required by Rule 29 of the AIM
Rules
|
|
|
"Application Form"
|
the personalised application form
accompanying the Circular (where appropriate) pursuant to which
Qualifying Non-CREST Shareholders (other than certain Overseas
Shareholders) may apply to subscribe for Open Offer Shares under
the Open Offer
|
|
|
"Berenberg"
|
Joh. Berenberg, Gossler & Co.
KG, London Branch
|
|
|
"Board" or "Directors"
|
the board of directors of the
Company
|
|
|
"Bookbuild"
|
the accelerated bookbuild which will
be launched immediately following this Announcement
|
|
|
"Capital Raising"
|
the Placing, the Open Offer and the
Director Subscriptions
|
|
|
"Circular"
|
a circular to be published by the
Company and sent to shareholders of the Company shortly after the
close of the Bookbuild containing further details of the Capital
Raising and convening the General Meeting in order to pass the
Resolutions
|
|
|
"Cirtec"
|
Cirtec Medical
Corporation
|
|
|
"Company" or "Ilika"
|
Ilika plc
|
|
|
"CREST" or "CREST system"
|
the relevant system (as defined in
the CREST Regulations) for the paperless settlement of trades and
the holding of uncertificated securities operated by
Euroclear
|
|
|
"CREST Participant"
|
a person who is, in relation to
CREST, a system-participant (as defined in the CREST
Regulations)
|
|
|
"CREST Regulations"
|
the Uncertificated Securities
Regulations 2001 (SI2001/3755)
|
|
|
"CREST Sponsor"
|
a CREST Participant admitted to CREST
as a CREST Sponsor
|
|
|
"Director Subscriptions"
|
the subscriptions to be made at the
Issue Price by, or on behalf, the following Directors
|
|
|
|
(a) Graeme
Purdy, in respect of 53,571 New Ordinary Shares;
|
|
(b) Keith Jackson, in respect of
17,857 New Ordinary Shares; and
|
|
(c) Jason
Stewart, in respect of 7,142 NewOrdinary Shares.
|
|
|
"Director Subscription
Agreements"
|
the subscription agreements to be
entered into between the Company and each of the Directors
subscribing for Director Subscription Shares
|
|
|
"Director Subscription
Shares"
|
the 78,570 New Ordinary Shares to be
issued pursuant to the Director Subscriptions
|
|
|
"Enlarged Issued Share
Capital"
|
the issued ordinary share capital of
the Company immediately following each Admission
|
|
|
"EVs"
|
electric vehicles
|
|
|
"Euroclear"
|
Euroclear UK & International
Limited, the operator of CREST
|
|
|
"Excess Application Facility"
|
the arrangement pursuant to which
Qualifying Shareholders may apply for any number of Open Offer
Shares in excess of their Open Offer Entitlement provided that they
have agreed to take up their Open Offer Entitlement in full in
accordance with the terms and conditions of the Open
Offer
|
|
|
"Excess CREST Open Offer
Entitlement"
|
in respect of each Qualifying CREST
Shareholder, the entitlement (in addition to their Open Offer
Entitlement) to apply for Open Offer Shares pursuant to the Excess
Application Facility, which is conditional on them taking up their
Open Offer Entitlement in full and which may be subject to scaling
back in accordance with the provisions of set out in the
Circular
|
|
|
"Excess Open Offer
Entitlement"
|
in respect of each Qualifying
Shareholder, the entitlement (in addition to their Open Offer
Entitlement) to apply for Open Offer Shares pursuant to the Excess
Application Facility, which is conditional on them taking up their
Open Offer Entitlement in full and which may be subject to scaling
back in accordance with the provisions set out in the
Circular
|
|
|
"Excess Shares"
|
Open Offer Shares applied for by
Qualifying Shareholders under the Excess Application
Facility
|
|
|
"Ex-entitlement Date"
|
the date on which the Existing
Ordinary Shares are marked "ex" for entitlement under the Open
Offer, being 8.00 a.m. on 13 May 2024
|
|
|
"Existing Ordinary Shares"
|
the 158,975,667 existing Ordinary
Shares in issue as at 9 May 2024, being the last practicable date
before the publication of this Announcement
|
|
|
"FCA"
|
the Financial Conduct
Authority
|
|
|
"Form of Proxy"
|
the form of proxy for use by
Shareholders in connection with the General Meeting and
accompanying the Circular
|
|
|
"FSMA"
|
the Financial Services and Markets
Act 2000
|
|
|
"General Meeting"
|
the general meeting of the Company
to be held at the offices of Eversheds Sutherland (International)
LLP at One Wood Street, London EC2V 7WS at 11.00 a.m. on 29 May
2024, or any adjournment thereof, notice of which is set out at the
end of the Circular
|
|
|
"Group"
|
the Company and its subsidiary
undertakings from time to time
|
|
|
"IIoT"
|
Industrial Internet of
Things
|
|
|
"Issue Price"
|
the price at which the New Ordinary
Shares are to be allotted and issued pursuant to the Capital
Raising, being 28 pence per New Ordinary Share
|
|
|
"Joint Bookrunners"
|
Liberum and Berenberg
|
|
|
"kWh"
|
kilowatt hour
|
|
|
"Liberum"
|
Liberum Capital Limited
|
|
|
"London Stock Exchange"
|
London Stock Exchange plc
|
|
|
"Long Stop Date"
|
30 June 2024
|
|
|
"Member Account ID"
|
the identification code or number
attached to any member account in CREST
|
|
|
"Money Laundering
Regulations"
|
the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended), the money laundering provisions of
the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and
the Criminal Finances Act 2017
|
|
|
"MVP"
|
Minimum Viable Product
|
|
|
"MWh"
|
megawatt hour
|
|
|
"New Ordinary Shares"
|
the Placing Shares, the Open Offer
Shares and the Director Subscription Shares
|
|
|
"Notice of the General Meeting"
|
the notice of the General Meeting to
be set out at the end of the Circular
|
|
|
"OEMs"
|
original equipment
manufacturer
|
|
|
"Official List"
|
the Official List of the
FCA
|
|
|
"Open Offer"
|
the conditional invitation to be made
by the Company to Qualifying Shareholders to subscribe for the Open
Offer Shares at the Issue Price on the terms and subject to the
conditions set out in Part 5 of the Circular and, in the case of
Qualifying Non-CREST Shareholders, in the Application Form
accompanying the Circular
|
|
|
"Open Offer Entitlement"
|
the pro rata basic entitlement of a
Qualifying Shareholder, pursuant to the Open Offer, to apply to
subscribe for 1 Open Offer Share for every 26 Existing Ordinary
Shares registered in its name as at the Record Date
|
|
|
"Open Offer Record Date" or
"Record Date"
|
the record date in relation to the
Open Offer, being 6.00 p.m. on 9 May 2024
|
|
|
"Open Offer Shares"
|
up to 6,114,449 new Ordinary Shares
to be issued by the Company to Qualifying Shareholders pursuant to
the Open Offer
|
|
|
"Ordinary Shares"
|
ordinary shares of £0.01 each in the
capital of the Company
|
|
|
"Overseas Shareholders"
|
Shareholders with registered
addresses in, or who are citizens, residents or nationals of,
jurisdictions outside of the UK
|
|
|
"Placees"
|
means a Relevant Person (including
individuals, funds or others) by whom or on whose behalf a
commitment to take up the Placing Shares has been given and who has
been invited to participate in the Placing by the Joint
Bookrunners
|
|
|
"Placing"
|
the conditional placing by the Joint
Bookrunners, as agents for the Company, of the Placing Shares at
the Issue Price on the terms and conditions set out in the Placing
Agreement
|
|
|
"Placing Shares"
|
up to 6,071,428 new Ordinary Shares
proposed to be allotted and issued by the Company to certain
persons for cash pursuant to the terms and subject to the
conditions set out in the Placing Agreement which are not the
Director Subscription Shares
|
|
|
"Qualifying CREST
Shareholders"
|
Qualifying Shareholders whose
Existing Ordinary Shares on the register of members of the Company
on the Record Date are held in uncertificated form
|
|
|
"Qualifying Non-CREST
Shareholders"
|
Qualifying Shareholders whose
Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated
form
|
|
|
"Qualifying Shareholders"
|
Shareholders on the register of
members of the Company on the Record Date with the exclusion
(subject to exemptions) of persons with a registered address or
located or resident in a Restricted Jurisdiction
|
|
|
"Receiving Agent"
|
Computershare Investor Services
PLC
|
|
|
"Regulatory Information
Service"
|
a service approved by the FCA for the
distribution to the public of regulatory announcements and included
within the list maintained on the FCA's website
|
|
|
"Resolutions"
|
the resolutions to be set out in the
Notice of the General Meeting
|
|
|
"Restricted Jurisdiction"
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure for the Company if information or
documentation concerning the proposals set out in this Announcement
is sent or made available to Shareholders in that jurisdiction
including, without limitation, the United States of America,
Canada, Australia, New Zealand, Japan and the Republic of South
Africa
|
|
|
"uncertificated" or "in uncertificated form"
|
recorded on the relevant register of
Ordinary Shares as being held in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
|
|
|
"United Kingdom"
|
the United Kingdom of Great Britain
and Northern Ireland
|
|
|
"United States" or "US"
|
the United States of America, each
state thereof, its territories
|
|
|
"US
Securities Act"
|
the US Securities Act of 1933, as
amended from time to time
|
|
|
"Wh/kg"
|
watt-hour per kilogram
|
|
|
"£", "pounds sterling",
|
are references to the lawful
currency of the United Kingdom
|
"pence" or "p"
|
|
|
|
APPENDIX 4
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. THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E)
OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "EUWA") (THE
"UK PROSPECTUS REGULATION")
WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (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 ILIKA PLC.
THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER
THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION
FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE
UNITED STATES.
The distribution of this
Announcement, the Placing and/or the issue or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, either of the Joint
Bookrunners or any of their respective affiliates, agents,
directors, partners (persönlich
haftende Gesellschafter), officers or employees (together
"Representatives") that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves about
and to observe any such restrictions.
This Announcement or any part of it
is for information purposes only and does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Australia, New Zealand, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares in
the United Kingdom or the EEA will be made pursuant to an exemption
from the requirement to produce a prospectus under the UK
Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not
require the approval of the relevant communication by an authorised
person.
The Placing Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of the
United States, Australia, New Zealand, Canada, the Republic of
South Africa or Japan. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, New Zealand,
Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without
limitation, nominees and trustees) who have a contractual right or
other legal obligations to forward a copy of this Announcement
should seek appropriate advice before taking any such
action.
This Announcement should be read in
its entirety. In particular, you should read and understand
the information provided in the "Important Notices" section of this
Announcement.
By participating in the Bookbuilding
Process and 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 on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things) to the Joint Bookrunners and the Company
that:
1. it is a
Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of
a Relevant Person in the United Kingdom who acquires any Placing
Shares pursuant to the Placing:
a.
it is a Qualified Investor within the meaning of
Article 2(e) of the UK Prospectus Regulation;
b.
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 UK Prospectus Regulation:
i. the
Placing Shares acquired by it have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or
ii. where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
3. in the case of
a Relevant Person in a member state of the EEA (each a
"Relevant
State") who
acquires any Placing Shares pursuant to the Placing:
a.
it is a Qualified Investor within the meaning of
Article 2(e) of the EU Prospectus Regulation; and
b.
in the case of any Placing Shares acquired by it
as a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation:
i. the
Placing Shares acquired by it have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in a Relevant State other than Qualified Investors or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or
ii. where
Placing Shares have been acquired by it on behalf of persons in a
Relevant State other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
4. it is acquiring
the Placing Shares for its own account or is acquiring the Placing
Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this
Announcement;
5. it understands
(or if acting for the account of another person, such person has
confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix;
6. except as
otherwise permitted by the Company and
subject to any available exemptions from applicable securities
laws, it (and any account referred to in paragraph 5 above) is
outside of the United States acquiring the Placing Shares in
offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; and
7.
the Company and the Joint Bookrunners will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements, undertakings and
agreements.
No
prospectus
The Placing Shares are being offered
to a limited number of specifically invited persons only and will
not be offered in such a way as to require any prospectus or other
offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by
the FCA in relation to the Placing or the Placing Shares and
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.
Each Placee, by participating in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Joint Bookrunners
or the Company or any other person and none of the Joint
Bookrunners, the Company nor any other person acting on such
person's behalf nor any of their respective Representatives has or
shall have any liability for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability
of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing
Shares
The Joint Bookrunners have today
entered into a placing agreement (the "Placing Agreement") with the Company
under which, on the terms and subject to the conditions set out in
the Placing Agreement, the Joint Bookrunners, as agents for and on
behalf of the Company, have agreed to use their respective
reasonable endeavours to procure Placees for the Placing
Shares. The Placing is not being underwritten.
The Placing Shares will, when
issued, be subject to the articles of association of the Company,
be credited as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of one penny each (the "Existing 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 Existing Ordinary Shares after the date of issue of the
Placing Shares.
As part of the Placing, the Company
has agreed that it will not, for a period of 120 days after (but
including) Admission, allot, issue, offer, sell, contract to sell
or issue, grant any option, right or warrant to subscribe for or
purchase or otherwise dispose of or create any interest or equity
of any person (including any right to acquire, option or right of
pre-emption or conversion) or any mortgage, charge, pledge, lien,
assignment, hypothecation, security interest, title retention, or
any other security agreement or arrangement, or any agreement to
create any of the foregoing over, directly or indirectly, any
"equity securities" (as defined in the Companies Act) (or any
securities convertible into or exchangeable for equity securities
or which carry rights to subscribe or purchase equity securities)
or any interest in any equity securities or agree to do any of such
things or undertake any other transaction with the same economic
effect as any of the foregoing or announce an offering of Ordinary
Shares or any interest therein or to announce publicly any
intention to enter into any transaction described above. This
agreement is subject to certain customary exceptions and does not
prevent the allotment and issue of the Open Offer Shares pursuant
to the Open Offer, the grant or exercise of options under any of
the Company's existing share incentives and share option schemes,
or following Admission the issue by the Company of any Ordinary
Shares upon the exercise of any right or option or the conversion
of a security already in existence.
Conditions to 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 the Joint
Bookrunners under the Placing Agreement are, and the Placing is,
conditional upon, inter
alia:
a. the passing of
the Resolutions at the General Meeting (or any adjournment
thereof);
b. the Placing
Agreement becoming unconditional in all respects (save for any
condition relating to Admission) and not having been terminated in
accordance with its terms prior to Admission;
c. the
Company having allotted, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
d. Admission
having become effective at or before 8.00 a.m. on 31 May 2024 or
such later time as the Joint Bookrunners may agree with the Company
(not being later than 8.00 a.m. on the Long Stop Date),
(all conditions to the obligations
of the Joint Bookrunners included in the Placing Agreement being
together, the "Conditions").
If any of the Conditions set out in
the Placing Agreement is not satisfied 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 the
Joint Bookrunners may agree), or the Placing Agreement is
terminated in accordance with its terms, the Placing will lapse and
the Placees' rights and obligations shall cease and terminate at
such time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.
By participating in the Bookbuilding
Process, each Placee agrees that its rights and obligations cease
and terminate only in the circumstances described above and under
"Termination of the
Placing" below and will not be capable of rescission or
termination by it.
The Joint Bookrunners may, in their
absolute discretion and upon such terms as they think fit, waive
satisfaction of all or any of the Conditions in whole or in part,
or extend the time provided for satisfaction of one or more
Conditions, save that certain Conditions including the Condition
relating to Admission referred to in paragraph (d) above may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
The Joint Bookrunners may terminate
the Placing Agreement in certain circumstances, details of which
are set out below.
Neither Joint Bookrunner nor any of
its respective affiliates nor the Company 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 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 the Joint Bookrunners.
In consideration for their services
in relation to the Placing and Admission and conditional upon
completion of the Placing, the Joint Bookrunners will be paid a
commission based on the aggregate value of the Placing Shares at
the Issue Price.
Termination of the Placing
Each Joint Bookrunner may, in its
absolute discretion, by notice to the Company, terminate the
Placing Agreement at any time up to Admission if, inter alia:
a. there has, in
the opinion of that Joint Bookrunner (acting in good faith), been a
breach of the warranties given to it;
b. there has, in
the opinion of that Joint Bookrunner (acting in good faith), been a
material adverse change;
c. 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 or has been discovered
to be untrue or inaccurate in any respect or misleading in any
respect; or
d. in the opinion
of that Joint Bookrunner (acting in good faith), there has been a
force majeure event.
If one Joint Bookrunner (the
"Withdrawing Joint
Bookrunner") but not both Joint Bookrunners serves notice to
terminate the Placing Agreement, the other Joint Bookrunner (the
"Continuing Joint
Bookrunner") may, in its absolute discretion and without
obligation, within 24 hours thereafter, elect, by giving notice to
the Company, to allow the Placing to proceed on the basis that the
Continuing Joint Bookrunner shall assume any and all obligations of
the Withdrawing Joint Bookrunner save (i) where the Withdrawing
Joint Bookrunner is the Company's nominated adviser, as nominated
adviser to the Company and (ii) as regards any breach of the terms
of the Placing Agreement by the Withdrawing Joint Bookrunner prior
to the date of such termination, which remain to be performed under
the Placing Agreement. If the Continuing Joint Bookrunner
fails to make that election to the Company within such 24 hour
period then the Placing Agreement will terminate.
If the Placing Agreement is
terminated in accordance with its terms, the rights and obligations
of each Placee in respect of the Placing as described in this
Announcement shall cease and terminate at such time and no claim
can be made by any Placee in respect thereof.
By participating in the Bookbuilding
Process, each Placee agrees with the Company and the Joint
Bookrunners that the exercise by the Company or either of the Joint
Bookrunners 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 the relevant Joint Bookrunner or for
agreement between the Company and the relevant Joint Bookrunner (as
the case may be) and that neither the Company nor the relevant
Joint Bookrunner need make any reference to such Placee and that
none of the Company, the Joint Bookrunners nor any of their
respective Representatives 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.
Each Placee further agrees that they will have no rights against
the Joint Bookrunners, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as
amended).
By participating in the Placing,
each Placee agrees that its rights and obligations terminate only
in the circumstances described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by a Joint Bookrunner of a trade confirmation email
confirming that Placee's allocation and commitment in the
Placing.
Application for admission to trading
Application will be made to the
London Stock Exchange for admission of the Placing Shares to
trading on AIM.
It is expected that Admission will
take place on or before 8.00 a.m. on 31 May 2024 and that dealings
in the Placing Shares on AIM will commence at the same
time.
Principal terms of the Placing
1. The Joint
Bookrunners are acting as joint bookrunners to the Placing, as
agents for and on behalf of the Company.
2. Participation
in the Placing will only be available to persons who may lawfully
be, and are, invited by either of the Joint Bookrunners to
participate. Each of the Joint Bookrunners and any of their
respective affiliates are entitled to participate in the Placing as
principal.
3. The price per
Placing Share (the "Issue
Price") is fixed at 28 pence and is
payable to the relevant Joint Bookrunner (as agent for
the Company) by each Placee.
4. The Joint
Bookrunners will, following consultation with the Company,
determine in their absolute discretion the extent of each Placee's
participation in the Placing, and this will be confirmed orally or
in writing (including by email) by the relevant Joint Bookrunner as
agent of the Company. Such confirmation will constitute a
legally binding commitment on the relevant Placee to acquire the
relevant Placing Shares.
5. Each Placee's
allocation and commitment will be evidenced by a trade confirmation
email issued to such Placee by the relevant Joint Bookrunner.
The terms of this Appendix will be deemed incorporated in that
contract note.
6. Each Placee's
allocation and commitment to acquire Placing Shares will be made on
the terms and subject to the conditions in this Appendix and will
be legally binding on the Placee on behalf of which it is made and,
except with the Joint Bookrunners' consent, will not be capable of
variation or revocation after the time at which it is
submitted. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner (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.
7. Except as
required by law or regulation, no press release or other
announcement will be made by either of the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
8. 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".
9.
All obligations under the Placing will be subject
to satisfaction of the conditions referred
to above under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
above under "Termination of the
Placing".
10. 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 above
and will not be capable of rescission or termination by the
Placee.
11. To the fullest extent
permissible by law and applicable
FCA rules, neither:
a.
the Joint Bookrunners;
b. any
of the Joint Bookrunners'
respective affiliates, agents, directors, officers, consultants,
partners (persönlich haftende
Gesellschafter) or employees; nor
c. to
the extent not
contained within a or b, any
person connected with a Joint Bookrunner as defined in the FSMA
(b and c being together "affiliates" and individually an
"affiliate" of such Joint
Bookrunner);
shall have any liability (including
to the extent permissible by law, any fiduciary duties) to Placees
or to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither the Joint Bookrunners nor
any of their respective affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Placing or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Representations, warranties and further
terms
By submitting a bid in the
Bookbuilding Process, each Placee (and any person acting on such
Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective
Placee) with the Company and the Joint Bookrunners (in their
capacity as bookrunners and placing agents of the Company in
respect of the Placing) that (save where the relevant Joint
Bookrunner expressly agrees in writing to the contrary):
1.
it has read and understood this Announcement in
its entirety and that its acquisition of the Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement;
2. it has not
received (and will not receive) a prospectus or other offering
document in connection with the Placing and acknowledges that no
prospectus or other offering document:
a. is required
under the UK Prospectus Regulation or other applicable law;
and
b. has been or
will be prepared in connection with the Placing;
3. 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 for the
Companies (the "AIM Rules")
and UK MAR, 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 and that it is able to obtain or access
such 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;
4. it has made its
own assessment of the Placing Shares and has relied on its own
investigation of the business, financial or other position
of the Company in accepting a participation
in the Placing and neither the Joint Bookrunners nor the Company
nor any of their respective Representatives nor any person acting
on behalf of any of them has provided, and will not provide, it
with any material regarding the Placing Shares or the Company or
any other person other than the information in this
Announcement or any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules) by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available
Information"); nor has it requested
either Joint Bookrunner, the Company, any of their respective
Representatives or any person acting on behalf of any of them to
provide it with any such information;
5. neither Joint
Bookrunner nor any person acting on behalf of it nor any of their
respective Representatives has or shall have any liability for any
Publicly Available Information, or any representation relating
to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6.
a. the only
information on which it is entitled to rely on and on which it has
relied in committing to acquire the Placing Shares is contained in
this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement;
b. neither the
Joint Bookrunners, nor the Company (nor any of their respective
Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, nor will it provide any material or
information regarding the Company, the Placing or the Placing
Shares;
c. it has
conducted its own investigation of the Company, the Placing and the
Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and
d. it has not
relied on any investigation that the Joint Bookrunners or any
person acting on their behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
7.
the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any persons acting on their behalf is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement
or the Publicly Available Information nor will
they 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 Publicly Available
Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
8. neither it nor
the beneficial owner of the Placing Shares is, nor will, at the
time the Placing Shares are acquired, be a resident of the United
States, Australia, Canada, the Republic of South Africa or
Japan;
9. the Placing
Shares 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 under the securities laws of the United States, or
any state or other jurisdiction of the United States, Australia,
Canada, the Republic of South Africa or Japan 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, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for
that purpose is required;
10. it may be asked to
disclose in writing or orally to the Joint Bookrunners: (i) if he
or she is an individual, his or her nationality; or (ii) if he or
she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
11. it has the funds available
to pay for the Placing Shares which it has agreed to acquire and
acknowledges and agrees that it will pay the total subscription
amount in accordance with the terms of this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as
the relevant Joint Bookrunner determines;
12. it and/or each person on
whose behalf it is participating:
a. is entitled to
acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions;
b. has fully
observed such laws and regulations;
c. has the
capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour
such obligations; and
d. has obtained
all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee,
all necessary consents and authorities to agree to the terms set
out or referred to in this Appendix) under those laws or otherwise
and complied with all necessary formalities to enable it to enter
into the transactions contemplated hereby and to perform its
obligations in relation thereto 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;
13. it is not, and any person
who it is acting on behalf of is not, and at the time the Placing
Shares are acquired will not be, a resident of, or with an address
in, or subject to the laws of, the United States, Australia,
Canada, the Republic of South Africa or Japan, and it acknowledges
and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation
of the United States, Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
14. it and the beneficial
owner of the Placing Shares is, and at the time the Placing Shares
are acquired will be, outside the United States and acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;
15. it understands that the
Placing Shares have not been, and will not be, registered under the
Securities Act and may not be offered, sold or resold in or into or
from the United States except pursuant to an effective registration
under the Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities
laws; and no representation is being made as to the availability of
any exemption under the Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
16. it (and any account for
which it is purchasing) is not acquiring the Placing Shares with a
view to any offer, sale or distribution thereof within the meaning
of the Securities Act;
17. it understands
that:
a. the Placing
Shares are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act and will be subject to restrictions
on resale and transfer subject to certain exceptions under US
law;
b. no
representation is made as to the availability of the exemption
provided by Rule 144 of the Securities Act for resales or transfers
of Placing Shares; and
c. it will
not deposit the Placing Shares in an unrestricted depositary
receipt programme in the United States or for US persons (as
defined in the Securities Act);
18. it will not offer, sell,
transfer, pledge or otherwise dispose of any Placing Shares
except:
a. in an offshore
transaction in accordance with Rules 903 or 904 of Regulation S
under the Securities Act; or
b. pursuant to
another exemption from registration under the Securities Act, if
available,
c. and in
each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
19. no representation has been
made as to the availability of the exemption provided by Rule 144,
Rule 144A or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing
Shares;
20. it understands that the
Placing Shares are expected to be issued to it through CREST but
may be issued to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares will, to the extent
they are delivered in certificated form, bear a legend to the
following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES,
REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21. it is not taking up the
Placing Shares as a result of any "general solicitation" or
"general advertising" efforts (as those terms are defined in
Regulation D under the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the
Securities Act);
22. it understands that there
may be certain consequences under United States and other tax laws
resulting from an investment in the Placing Shares and it has made
such investigation and has consulted its own independent advisers
or otherwise has satisfied itself concerning, without limitation,
the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
23. it will not distribute,
forward, transfer or otherwise transmit this Announcement or any
part of it, or any other presentational or other materials
concerning the Placing, in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
24. none of the Joint
Bookrunners, the Company nor any of their
respective Representatives nor any person acting on behalf of any
of them is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of either
Joint Bookrunner and that neither Joint Bookrunner has any duties
or responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any Conditions or exercise
any termination right;
25. it will make payment to
the relevant Joint Bookrunner for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement
on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such
terms as the relevant Joint Bookrunner determines in its absolute
discretion without liability to the Placee and it will remain
liable for any shortfall below the net proceeds of such sale and
the proceeds of such Placing Shares 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 on its behalf;
26. its allocation (if any) of
Placing Shares will represent a maximum number of Placing Shares
which it will be entitled, and required, to subscribe for, and
that the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
27. no action has been or will
be taken by any of the Company, either of
the Joint Bookrunners or any person acting on behalf of the Company
or either of the Joint Bookrunners that would, or is intended to,
permit a public offer of the Placing Shares in the United States or
in any country or jurisdiction where any such action for that
purpose is required;
28. the person who it
specifies for registration as holder of the Placing Shares will
be:
a. the Placee;
or
b. a nominee of
the Placee, as the case may be,
and that the Joint Bookrunners and
the Company will not be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the
Placing and agrees to indemnify the Company and the Joint
Bookrunners in respect of the same on the basis that the Placing
Shares will be allotted or transferred (as applicable) to a CREST
stock account of the relevant Joint Bookrunner who will hold them
as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
29. the allocation, allotment,
issue and delivery to it, or the person specified by it for
registration as holder, of Placing Shares will not give rise to a
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 it
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 would give rise to such a
liability;
30. if it is within the United
Kingdom, it and any person acting on its behalf (if within the
United Kingdom) falls within Article 19(5) and/or 49(2)(a)-(d) of
the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
31. it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom or a Relevant State 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 purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA
(within the meaning of the UK Prospectus Regulation), or an offer
to the public in any member state of the EEA (within the meaning of
the EU Prospectus Regulation);
32. if it is within the United
Kingdom, it is a Qualified Investor 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;
33. 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 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 this
Announcement has not been approved by either Joint Bookrunner in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
34. 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 (including
all relevant provisions of the FSMA and the UK MAR in respect of
anything done in, from or otherwise involving the United
Kingdom);
35. if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, the Placing Shares acquired by it 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 the United Kingdom other than Qualified Investors, or in
circumstances in which the express prior written consent of the
Joint Bookrunners has been given to each proposed offer or
resale;
36. if in the United Kingdom,
unless otherwise agreed by the Joint Bookrunners, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring
Placing Shares for investment only and not with a view to resale or
distribution;
37. if it has received any
inside information (for the purposes of the UK MAR and section 56
of the Criminal Justice Act 1993 or other applicable law)
about the Company in advance of the
Placing, it warrants that it has received such information within
the market soundings regime provided for in Article 11 of UK MAR
and has not:
a. dealt (or
attempted to deal) in the securities of the Company or cancelled or
amended a dealing in the securities of the Company;
b. encouraged,
recommended or induced another person to deal in the securities of
the Company or to cancel or amend an order concerning the Company's
securities; or
c.
unlawfully disclosed such information to any person, prior to the
information being made publicly available;
38. neither Joint Bookrunner,
nor the Company nor any of their respective Representatives nor any
person acting on behalf of the Company, either Joint Bookrunner or
its Representatives is 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 warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing
Agreement nor the exercise or performance of any of the Joint
Bookrunners' rights and obligations thereunder including any rights
to waive or vary any Conditions or exercise any termination
right;
39. each Joint Bookrunner and
its affiliates, 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, either of the Joint
Bookrunners and/or any of its respective affiliates acting as an
investor for its or their own account(s). Neither the Joint
Bookrunners 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;
40. it:
a. has complied
with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
all related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA (together, the "Money
Laundering Regulations");
b. is not a
person:
i. with whom transactions are
prohibited under the US 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;
ii. named on the Consolidated List
of Financial Sanctions Targets maintained by HM Treasury of the
United Kingdom; or
iii.
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations or
other applicable law,
(together with the Money Laundering
Regulations, 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 the Joint Bookrunners such evidence, if any, as
to the identity or location or legal status of any person which
they may request from it in connection with the Placing (for the
purpose of complying with the 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
the Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be acquired
by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Joint Bookrunners may decide at
their sole discretion;
41. in order to ensure
compliance with the Regulations, each Joint Bookrunner (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 the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity the relevant
Joint Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars have not received evidence satisfactory
to them, either the relevant Joint Bookrunner and/or the Company
may, at its absolute discretion, terminate its 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;
42. 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;
43. any money held in an
account with either Joint Bookrunner on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from the relevant Joint Bookrunner's money
in accordance with the client money rules and will be used by the
relevant Joint Bookrunner's in the course of its business; and the
Placee will rank only as a general creditor of the relevant Joint
Bookrunner's;
44. either Joint Bookrunner
may choose to invoke the CASS Delivery Versus Payment exemption
(under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with
the Placing, should it see fit;
45. neither it nor, as the
case may be, its clients expect the Joint Bookrunners to have any
duties or responsibilities to such persons similar or comparable to
the duties of "best execution" and "suitability" imposed by the
COBS, and that the Joint Bookrunners are not acting for it or its
clients, and that the Joint Bookrunners will not be responsible for
providing the protections afforded to clients of the Joint
Bookrunners or for providing advice in respect of the transactions
described in this Announcement;
46. it acknowledges that its
commitment to acquire Placing Shares on the terms set out in this
Announcement and in the trade confirmation will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint
Bookrunners' conduct of the Placing;
47. it has knowledge and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
acquiring the Placing Shares. 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;
48. it irrevocably appoints
any duly authorised officer of each Joint Bookrunner 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 for which it agrees to acquire upon the terms of
this Announcement;
49. the Company, the Joint Bookrunners and others (including each
of their respective Representatives) will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, undertakings and agreements, which are given to
each Joint Bookrunner on its own behalf and on behalf of the
Company and are irrevocable;
50. it is acting as principal
only in respect of the Placing or, if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts,
it:
a. is duly
authorised to do so and it has full power and authority to make,
and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts; and
b. will remain
liable to the Company and the Joint
Bookrunners for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
51. subject to acquiring any
Placing Shares, it will be bound by the terms of the articles of
association of the Company;
52. time is of the essence as
regards its obligations under this Appendix;
53. 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 either of
the Joint Bookrunners;
54. the Placing Shares will be
issued subject to the terms and conditions of this Appendix;
and
55. the terms and conditions
contained 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 Bookbuilding Process and/or the Placing and all non-contractual
or other obligations arising out of or in connection with them,
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 such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or either of the Joint Bookrunners 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.
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf) agrees
to indemnify and hold the Company, the Joint Bookrunners and each
of their respective Representatives harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Joint
Bookrunners, the Company or each of their respective
Representatives 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 after the
completion of the Placing.
The rights and remedies of the Joint
Bookrunners 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.
The agreement to allot and issue
Placing Shares 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, direct
by the Company. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement related to any other dealings in the Placing Shares,
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
the Joint Bookrunners 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 the Joint
Bookrunners 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 or the agreement by them to acquire any Placing Shares 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 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 the
Joint Bookrunners in the event that either the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The representations, warranties,
acknowledgements, agreements and undertakings contained in this
Appendix are given to each Joint Bookrunner for itself and on
behalf of the Company and are irrevocable.
Liberum is authorised and regulated
by the FCA in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Placing or any other
matters referred to in this Announcement, and Liberum will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Berenberg, which is authorised and
regulated by the German Federal Financial Supervisory Authority and
in the United Kingdom is deemed authorised under the Temporary
Permissions Regime and subject to limited regulation by the FCA, is
acting exclusively for the Company in connection with the Placing
and will not be acting for any other person (including any Placees)
and will not be responsible to any person other than the Company
for providing the protections afforded to clients of Berenberg or
for advising any other person in respect of the matters referred to
in this Announcement. No representation or warranty, express
or implied, is made by Berenberg as to the contents of this
Announcement.
Each Placee and any person acting on
behalf of the Placee acknowledges that the Joint Bookrunners do not
owe any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on
behalf of the Placee acknowledges and agrees that each Joint
Bookrunner may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected
or associated person to do so.
When a Placee or any person acting
on behalf of the Placee is dealing with the Joint Bookrunners, any
money held in an account with the relevant Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the
FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be held by it under a banking relationship and not as
trustee.
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. Placees will be
notified of any changes.
No statement in this Announcement is
intended to be 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 necessarily match or exceed the historical published earnings
per share of the Company.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance,
and persons needing advice should consult an independent financial
adviser.
The New Ordinary Shares to be issued
pursuant to the Capital Raising will not be admitted to trading on
any stock exchange other than the AIM market of the London 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.