TIDMTEK
RNS Number : 1485V
Tekcapital plc
26 January 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
TEKCAPITAL PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION AS A
RESULT OF SUCH MARKET SOUNDINGS.
26 January 2017
Tekcapital plc
("Tekcapital" or the "Company")
Proposed placing to raise gross proceeds of up to approximately
GBP2.4 million
Tekcapital plc (AIM: TEK), the international provider of
technology and intellectual property services, announces its
intention to conduct a placing (the "Placing") of new ordinary
shares to raise a total of up to approximately GBP2.4 million
(before expenses) and not less than GBP1 million (before expenses).
It is intended that the price at which the new ordinary shares are
to be issued (the "Placing Price") will be 35 pence per new
ordinary share (the "Placing Price"). It is intended that the new
ordinary shares to be issued in connection with the Placing (the
"Placing Shares") will be issued on a non-pre-emptive basis, within
the Company's existing share allotment authorities.
The Placing will be conducted by way of an accelerated bookbuild
("Bookbuild"), which will be launched immediately following this
announcement, led by Allenby Capital Limited ("Allenby Capital")
with Optiva Securities Limited ("Optiva Securities") acting as
joint bookrunners (collectively the "Bookrunners") in relation to
the Bookbuild. The number of Placing Shares and the aggregate
proceeds to be raised through the Placing will be finally
determined following completion of the Bookbuild process. The
Placing is conditional on the Company raising gross proceeds of at
least GBP1 million. A further announcement in respect of these
details will be made following completion of the Bookbuild process.
The timing of the closing of the book and allocations are at the
discretion of the Bookrunners, after discussion with the Company.
Additional information on the Placing is included further
below.
The above summary should be read in conjunction with the full
text of this announcement. Attention is drawn to the section headed
'Important Information' below and to the Appendix containing the
terms and conditions of the Placing (representing important
information for potential placees only).
For further information, please contact:
Tekcapital Plc
Clifford M. Gross, Ph.D. info@tekcapital.com
Allenby Capital Limited (Nominated
Adviser & Joint Broker) +44 (0)20 3328 5656
Jeremy Porter / Alex Brearley
/ Richard A Short
Optiva Securities Limited (Joint
Broker) +44 (0) 20 3137 1904
Jeremy King / Vishal Balasingham jeremy.king@optivasecurities.com
Walbrook PR Ltd +44 (0) 20 7933 8780
Paul Cornelius / Paul McManus tekcapital@walbrookpr.com
Tekcapital plc - The World's Largest University Network for Open
Innovation
Tekcapital helps clients profit from new, university-developed
intellectual properties. With its proprietary discovery search
engine, linked to 4,500+ universities in 160 countries, coupled
with expert scientific review, Tekcapital provides a turn-key
service to make it easy for clients to find and acquire the IP,
analytics and technology transfer professionals they need to create
a competitive advantage. Tekcapital plc is quoted on the AIM market
of the London Stock Exchange (AIM: symbol TEK) and is headquartered
in Oxford, in the UK.
LEI: 213800GOJTOV19FIFZ85
Tekcapital plc
("Tekcapital" or the "Company")
Proposed placing to raise gross proceeds of up to approximately
GBP2.4 million
Background to the Placing
Tekcapital was originally established with the objective to
develop a systematic and scalable approach to assist companies in
acquiring and commercialising university and research institution
generated intellectual property. Since its establishment,
Tekcapital has become a business of four main complimentary
components.
At present, the Company's primary activities involve:
-- the identification and acquisition of scientifically screened
and immediately available IP through the Company's Invention
Discovery Network;
-- undertaking objective analysis of the market potential of new
intellectual property, through its Science Advisory Board;
-- providing placement services to strengthen in-house,
technology transfer teams and access to niche industry contacts to
determine market potential and identify out-licensing candidates,
through Invention Evaluator; and
-- using Vortechs Group to recruit executives to commercialise
intellectual property and identify sale opportunities for
intellectual property which Tekcapital owns.
The Group's client base currently includes many well-known 'blue
chip' clients and a number of universities and research
institutes.
Tekcapital has in-licensed or acquired 53 intellectual property
to date, which includes the acquisition of the exclusive license to
a new salt reduction technology for topical applications, uSalt(TM)
. On 4 January 2017, the Company announced that uSalt(TM) had
completed a successful test-production and independent taste
testing. Out-license negotiations in respect of this technology are
currently ongoing with several leading companies.
The Company holds the exclusive license to the Crackle-baked(R)
process, which enables baked foods to have similar attributes, in
terms of taste and texture, to those of fried foods but with
approximately 60 per cent. less fat content in the finished
product. This technology was originally developed by the University
of Arkansas. Out-license negotiations in respect of this technology
are currently ongoing with several leading companies.
The Company has the exclusive license to a portfolio of 13
optics patents enabling head mounted displays and virtual reality,
licensed from the University of Central Florida. Out-license
negotiations in respect of this technology are currently taking
place.
Tekcapital has the licensing rights to two technologies to
enable the commercialisation of energy harvesting from human
movement to power mobile technologies from the University of
Michigan and Georgia Institute of Technology. The Company is
developing a prototype to demonstrate that this technology can
effectively generate battery power from human movement.
The Company has also expanded into the medical device market
with the establishment, launch and funding of Belluscura Ltd
("Belluscura"), which provides premium proprietary medical devices
at affordable prices, to address part of the global unmet need for
inexpensive, superior medical devices. Since establishment,
Belluscura has acquired 19 intellectual properties covering four
developed and approved medical devices from Stryker Corporation
Inc. Belluscura has raised a total of $2,175,000 in June 2016 and
October 2016 respectively. The Company is currently exploring an
IPO of Belluscura in 2017. If this IPO proceeds, then the Directors
believe that this should represent a value inflexion point for
Tekcapital's shareholders. Tekcapital owns approximately 65% of the
share capital of Belluscura.
The Board believes that the Company would benefit from
additional finance to enable it to accelerate its growth strategy.
The Placing is expected to allow the Company to continue to fund
acquisitions of additional new potentially disruptive university
intellectual properties, and complete further out-licenses of
intellectual properties that are already under exclusive license to
Tekcapital, several of which are currently in negotiation. The
Board believes that this strategy, coupled with the future growth
of sustainable income streams from corporate services,
out-licenses, and the potential IPO of Belluscura, should
facilitate the creation of material shareholder value over the
longer term.
Use of Proceeds
The Company intends that the net proceeds of the Placing will be
predominantly used to:
-- launch IP-related software applications;
-- expand the Company's sales programme in Latin America;
-- acquire and market new intellectual properties; and
-- for general working capital purposes.
Further details regarding the Placing
The Placing Shares will not be offered generally to the
Company's existing shareholders on a pre-emptive basis.
Participation in the Placing will be limited to certain qualifying
institutional investors who are invited, and who choose, to
participate. Certain of the Company's existing significant
shareholders have indicated their intention to participate in the
Placing. The Placing Shares are not being made available to the
public and are not being offered or sold in, into or from the
United States of America, Canada, the Republic of South Africa,
Australia, Japan or any other jurisdiction where it would be
unlawful to do so.
The Company anticipates that the entirety of the Placing will be
raised within the Company's existing share allotment authorities. A
further announcement in respect of the total number of Placing
Shares to be issued, the aggregate proceeds to be raised through
the Placing and the timing of the admission of the Placing Shares
to trading on AIM will be made in due course, as soon as is
practicable, once these details have been finally determined. The
Placing is not being underwritten.
Following admission to trading on AIM, the Placing Shares will
be issued credited as fully paid and will rank pari passu with the
Company's existing ordinary shares, including the right to receive
all dividends and other distributions declared, made or paid on or
in respect of such shares after the date of issue.
EIS/VCT Schemes
Advance assurance has been applied for and received from HMRC
that the Company's business qualifies for enterprise investment
scheme (EIS) relief and is a qualifying business for venture
capital trust (VCT) relief. Although qualifying investors should
obtain tax relief on their investments under EIS relief or VCT
relief, neither the Company nor the Directors can provide any
warranty or guarantee in this regard. Investors must seek
independent advice on which they are able to rely.
Neither the Company nor the Directors give any warranties or
undertakings in this document that EIS relief or VCT relief, if
granted, will not be withdrawn. Investors must take their own
advice and rely on it. If the Company carries on activities beyond
those disclosed to HMRC, then Shareholders may cease to qualify for
the tax benefits.
Market Abuse Regulation
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA").
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (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 of securities is being made in the
United States. This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company.
Allenby Capital Limited is acting solely as nominated adviser
and joint-broker exclusively for the Company and no one else in
connection with the contents of this announcement and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the contents of this
announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Allenby Capital Limited by FSMA or the
regulatory regime established thereunder, Allenby Capital Limited
accepts no responsibility whatsoever, and makes no representation
or warranty, express or implied, for the contents of this
announcement including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this announcement, whether as
to the past or the future. Allenby Capital Limited accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
announcement or any such statement.
Optiva Securities Limited is acting solely as joint-broker
exclusively for the Company and no one else in connection with the
contents of this announcement and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Optiva Securities Limited by FSMA or the regulatory regime
established thereunder, Optiva Securities Limited accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. Optiva Securities Limited accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this announcement or any such
statement.
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
APPIX
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM,
PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION
TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. NO OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who have been or who are invited to and who have chosen
or choose to participate in the Placing, by making or having made
(or on whose behalf there is or has been made) an oral or written
offer to subscribe for Placing Shares (the "Placees"), will be
deemed to have read and understood the Announcement, including this
Appendix, in its entirety and to have made such offer on the terms
and conditions, and to have provided the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges to the Company and to the Bookrunners that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it solely for the purposes of its
business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunners has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons; and
3. (i) it is not in the United States, and (ii) it is not acting
for the account or benefit of a person in the United States, (iii)
it has not received any offer, or a solicitation of an offering, to
buy the Placing Shares within the United States and (iv) it did not
initiate any buy order to purchase Placing Shares whilst in the
United States.
The Company and the Bookrunners are relying upon the truth and
accuracy of the foregoing undertakings, representations,
warranties, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or in any jurisdiction in which such
publication or distribution would be unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of 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
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
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 or the South African Reserve
Bank; 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 Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Allenby Capital and Optiva Securities have entered into a
Placing Agreement (the "Placing Agreement") with the Company under
which Allenby Capital and Optiva Securities have each, on the terms
and subject to the conditions set out therein, undertaken to use
its reasonable endeavours to procure subscribers for new ordinary
shares of 0.4 pence each in the capital of the Company (the
"Placing Shares") to raise up to GBP2,438,975 gross at a price of
35 pence per new ordinary share (the "Placing Price"). The Placing
is not being underwritten by Allenby Capital, Optiva Securities or
any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
ordinary shares of 0.4 pence each in the capital of the Company
("Ordinary Shares"), including the right to receive all dividends
and other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Company, except pursuant to the Placing, has agreed not to
allot, issue or grant any rights in respect of any of its Ordinary
Shares in the period from the date of this Announcement until 28
days after Admission (as defined below) without Allenby Capital's
or Optiva Securities' prior written consent.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on AIM ("Admission"). It is expected that settlement of any
such shares and Admission will become effective on or around 31
January 2017 and that dealings in the Placing Shares will commence
at that time.
Bookbuild
The Bookrunners will today commence an accelerated bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Placing by potential Placees at the Placing Price. The Placing
is conditional on the Company raising gross proceeds of at least
GBP1 million. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Allenby Capital and Optiva Securities and the Company shall be
entitled to effect the Placing by such alternative method to the
Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Allenby Capital and Optiva Securities are arranging the
Placing as agents for, and joint brokers of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
Allenby Capital or Optiva Securities. Allenby Capital and Optiva
Securities and its respective affiliates are entitled to
participate in the Placing as principal.
3The Bookbuild will establish the number of Placing Shares to be
issued at the Placing Price, which will be agreed between the
Bookrunners and the Company following completion of the Bookbuild.
The number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Allenby Capital or
Optiva Securities. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down by Allenby Capital or Optiva
Securities on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of Allenby Capital and Optiva Securities. The Company
reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Bookrunner whom they contact following the
close of the Bookbuild and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. A Bookrunner's
oral or emailed confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Bookrunners and the Company,
under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association.
Except with Allenby Capital and Optiva Securities consent, such
commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunners may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. The Bookrunners may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and, except with the Bookrunners' consent will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made the 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".
12. All obligations of the Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither Allenby
Capital nor Optiva Securities nor any of their affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and Allenby
Capital and Optiva Securities shall have no liability to the
Placees for the failure of the Company to fulfil those obligations.
In particular, neither Allenby Capital not Optiva Securities nor
any of their affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Allenby Capital's or Optiva Securities' method of effecting the
Placing.
Conditions of the Placing
Allenby Capital and Optiva Securities' obligations under the
Placing Agreement in respect of the Placing Shares are conditional
on, inter alia:
(a) Allenby Capital and Optiva as agents for the Company having
received placing commitments from Placees in respect of not less
than GBP1,000,000;
(b) the Company allotting the Placing Shares, prior to and
conditional only on Admission, in accordance with the terms of the
Placing Agreement;
(c) Admission taking place not later than 8.00 a.m. on 31
January 2017 (or such later time or date as the Company and Allenby
Capital and Optiva Securities may agree, not later than 8.00 a.m.
on 14 February 2017).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Allenby Capital and Optiva Securities as applicable, by the
respective time or date where specified (or such later time or date
as the Company and Allenby Capital and Optiva Securities may agree,
not being later than 8.00 a.m. on 14 February 2017); (ii) any of
such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Allenby Capital and Optiva Securities may, at its discretion and
upon such terms as it thinks fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement save that the above condition relating to Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither Allenby Capital, Optiva Securities, the Company nor any
of their respective affiliates 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 they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they 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 Allenby Capital and Optiva Securities
Right to terminate the Placing Agreement
Allenby Capital and Optiva Securities are each entitled, at any
time before Admission, to terminate the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach by the Company of any of its material obligations
under the Placing Agreement;
(b) any of the warranties given to Allenby and Optiva Securities
in the Placing Agreement not being, or having ceased to be, true
and accurate;
(c) the occurrence of a force majeure event which, in the
opinion of Allenby Capital and Optiva Securities (acting
reasonably), makes it impracticable or inadvisable to allow
Admission to become effective.
The rights and obligations of the Placees will not be subject to
termination by the Placee or any prospective Placee at any time or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by Allenby Capital and Optiva Securities of
any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Allenby
Capital and Optiva Securities and that it need not make any
reference to Placees and that neither Allenby Capital or Optiva
Securities nor any of its affiliates shall have any liability to
Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules for Companies (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or the Bookrunners or
any other person and neither the Bookrunners nor the Company nor
any other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Bookrunners, the Company, or their
respective officers, directors, employees or agents. 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. Neither the Company nor
the Bookrunners are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for
independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Bookrunner, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Bookrunner (in GBP) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Bookrunner in accordance with the standing
CREST settlement instructions which they have in place with the
relevant Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BKXGY798) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Bookrunners
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 31 January 2017 on a
T+3 basis in accordance with the instructions set out in the form
of confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Bookrunner may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the Bookrunner's account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Bookrunners such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Bookrunners lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Bookrunners nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Bookrunners (for
themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Allenby Capital or Optiva Securities of
any right or discretion under the Placing Agreement shall be within
the absolute discretion of Allenby Capital and Optiva Securities
and neither Allenby Capital nor Optiva Securities need have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against
Allenby Capital or Optiva Securities or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement. Each Placee agrees that neither the Company nor the
Bookrunners nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
5. that it has neither received nor relied on any inside
information concerning the Company in accepting this invitation to
participate in the Placing;
6. neither it nor, as the case may be, its clients expect the
Bookrunners to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Bookrunners are not acting for it or its clients, and
that the Bookrunners will not be responsible for providing the
protections afforded to customers of the Bookrunners or for
providing advice in respect of the transactions described
herein;
7. (i) it is not in the United States, and (ii) it is not acting
for the account or benefit of a person in the United States, (iii)
it has not received any offer, or a solicitation of an offering, to
buy the Placing Shares within the United States and (iv) it did not
initiate any buy order to purchase Placing Shares whilst in the
United States;
8. each Placee acknowledges that (a) the Placing Shares have not
been, and will not be, registered under the Securities Act, (b) the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940 and (c) the Placing Shares may not
be offered, sold, pledged or otherwise transferred or delivered
within the United States or to, or for the account or benefit of,
any US Person as defined in Regulation S of the Securities Act ("US
Person");
9. that it is not acquiring the Placing Shares with a view to
the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of such Placing Shares in or into the
United States;
10. that it is not a national or resident of Canada, Australia,
the Republic of Ireland, Switzerland, New Zealand, South Africa or
Japan or a corporation, partnership or other entity organised under
the laws of Canada, Australia, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver directly or indirectly any of the Placing Shares in Canada,
Australia, the Republic of South Africa or Japan or to or for the
benefit of any person resident in Canada, Australia, the Republic
of South Africa or Japan and each Placee acknowledges that the
relevant exemptions are not being obtained from the Securities
Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian
Securities and Investments Commission or Japanese Ministry of
Finance and that the Placing Shares are not being offered for sale
and may not be, directly or indirectly, offered, sold, transferred
or delivered in or into Canada, Australia, the Republic South
Africa or Japan;
11. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US Persons;
12. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or the
Bookrunners or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
13. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
14. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful to offer the opportunity to participate in the
Placing;
15. that it is a qualified investor (as defined in section 86(7)
of the Financial Services and Markets Act 2000, as amended
("FSMA"));
16. that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
17. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
18. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
19. that it is not relying on any representations or warranties
or agreements by the Company, the Bookrunners or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this letter;
20. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
21. to appoint irrevocably any director of the Bookrunners as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
22. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
23. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
24. that it will indemnify and hold the Company and the
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Bookrunners will rely on the truth and accuracy of the
foregoing confirmations, warranties, acknowledgements and
undertakings and, if any of the foregoing is or becomes no longer
true or accurate, the Placee shall promptly notify the Bookrunners,
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to each of the Bookrunners for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
25. that time shall be of the essence as regards obligations
pursuant to this Appendix;
26. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or the Bookrunners to provide any legal, tax or other
advice to it; and
27. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Allenby Capital
or Optiva Securities shall notify it of such amendments.
Each Placee (and any person acting on such Placee's behalf)
further represents, warrants and undertakes to each of the
Bookrunners (for itself and for the benefit of the Company) and
acknowledges that:
1. it is aware of, has complied with and will continue to comply
with any obligations it has under the Market Abuse Regulation (EU)
No 596/2014 and the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007 to the extent applicable to it;
2. it will not make any offer to the public of those Placing
Shares to be subscribed by it for the purposes of the Prospectus
Rules made by the FCA pursuant to Commission Regulation (EC) No.
809/2004;
3. it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as
to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party.
4. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the 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;
5. any documents sent to Placees will be sent at the Placees'
risk. They may be sent by post to such Placees at an address
notified to Allenby; and
6. the Company, the Bookrunners and their respective affiliates
will rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each of the Bookrunners for itself and on behalf
of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for 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 relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Bookrunners will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, and the Bookrunners in the event that any of
the Company and/or the Bookrunners has incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Bookrunners
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on its behalf, acknowledges
that the Bookrunners owe no fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Each Placee and any person acting on its behalf, acknowledges
and agrees that the Bookrunners or any of its respective affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Bookrunners shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBAMBTMBTTTRR
(END) Dow Jones Newswires
January 26, 2017 02:00 ET (07:00 GMT)
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