DFX Defenx Plc

TIDMDFX

RNS Number : 8882W

BV Tech S.P.A

13 December 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES

BV Tech S.p.A

("BV Tech")

ANNOUNCEMENT OF AGREEMENT TO PURCHASE DEFENX PLC BONDS

ANNOUNCEMENT OF OFFER TO PURCHASE BONDS FROM REMAINING BONDHOLDERS

In connection with the announcement made by Defenx ("Defenx" or "Company") (AIM:DFX) on 4 December 2019 relating to the Company's proposed cancellation of admission of its ordinary shares to trading on AIM, BV Tech (the majority shareholder in Defenx with an interest of 73.6% in Defenx's issued share capital as at the date of this announcement) today announces that it is has reached an agreement with the largest holder of the Defenx GBP1.25 million 10% secured and convertible bonds due 2020 (the "Bonds") to purchase its Bonds and launches an offer to purchase the remaining Bonds outstanding from the holders of Bonds (the "Bondholders" and the "Bond Offer").

The letter to be sent to Bondholders is appended to this announcement for clarity.

HIGHLIGHTS

- Agreement reached between BV Tech and the largest holder of the Bonds for BV Tech to purchase their Bonds at 50 per cent. of their face value, which is expected to complete by 31 December 2019;

- For each GBP1.00 of principal amount, Bondholders will receive 50 pence in cash ("Bond Price")

- Bond Offer to be made to JIM Nominees Limited ("JIM"), as custodian of the Bonds, who is able to accept on behalf of Bondholders

   -     The first closing date will be 1.00 p.m. on 6 January 2020 ("First Closing Date") 
   -     No guarantee that the First Closing Date will be extended 
   -     No minimum acceptance condition 
   -     The Bond Offer is not conditional on the Cancellation taking effect 

- Settlement of the Bond Price for those Bonds validly tendered on or before the First Closing Date will be on 10 January 2020

- Bond Offer follows the Company's delisting announcement on 4 December 2019, which details the Company's proposed cancellation from AIM and the subsequent exit opportunity for shareholders ("Exit Opportunity")

BACKGROUND

Reference is made to the Defenx announcement of 4 December 2019 detailing the proposed cancellation of admission of its ordinary shares ("Ordinary Shares") to trading on AIM ("Cancellation") and the shareholder circular posted to Defenx shareholders to convene a general meeting of the Company in relation to the proposed Cancellation (the "Circular"). As Defenx notes in the Circular, Cancellation will constitute an event of default pursuant to the terms of the Bonds. In light of the financial position of Defenx, should Bondholders choose to call an event of default and accelerate their rights pursuant to the Bond, BV Tech understands there is a risk that Bondholders may not receive any return on their investment. Further, the costs related to instructing the security trustee to enforce such rights would be for the account of Bondholders.

The Company has notified the security trustee and JIM (the custodian) that Cancellation (which is subject to Shareholders passing the Cancellation Resolution at the General Meeting) constitutes an event of default.

BV Tech has reached an agreement with the largest holder of the Bonds to purchase its GBP804,000 of Bonds for a total consideration of GBP402,000 and is extending the Bond Offer to the remaining Bondholders at the same price.

The Bond Offer will close on the First Closing Date unless BV Tech, in its absolute discretion, extends the period for acceptance of the Bond Offer. There can be no guarantee that BV Tech will extend the period for acceptance of the Bond Offer.

The Bond Offer is not conditional on Cancellation taking effect or any other conditions being satisfied.

Bonds will be transferred with full title guarantee, free from all encumbrances and any other security and with and all rights attaching thereto.

If BV Tech elects, in its absolute discretion, to extend the duration of the Bond Offer beyond the First Closing Date, it will notify JIM of the extended closing date and the date for settlement of the relevant Bond Sale Proceeds in respect of acceptance received after the First Closing Date and on or before the Extended Closing Date.

Procedure for participating in the Bond Offer

Bondholders

Bondholders should note that only JIM, as legal owner of the Bonds, can accept the Bond Offer. In order for Bondholders to instruct JIM to accept the Bond Offer on their behalf, Bondholders should complete, sign and return the Bondholder Instruction Form (appended to the letter sent to JIM today and distributed by JIM to Bondholders) (or such other documentation as JIM in its absolute discretion deems necessary or desirable in order for Bondholders to validly instruct JIM to accept the Bond Offer on their behalf) to JIM, as soon as possible and, in any event, before the time and date set by JIM for receiving Bondholder instructions.

Bondholders should make themselves aware of the time and date set by JIM to receive Bondholder instructions and, if in doubt, should consult JIM regarding the same.

JIM

In order to accept the Bond Offer on behalf of Bondholders, JIM must complete and sign the JIM Acceptance Form contained in the letter sent to JIM today and return it to: CFO, Defenx PLC, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT as soon as possible and, in any event, by no later than 1 pm on 6 January 2020, together with the relevant bond certificate(s).

Settlement

The cash sum due to JIM in respect of all Bonds tendered by JIM on behalf of Bondholders ("Bond Sale Proceeds") on or before the First Closing Date will be paid to JIM on or before 6:00 pm on 10 January 2020.

Payment to JIM of the Bond Sale Proceeds shall discharge in full BV Tech's liability to pay the Bond Sale Proceeds and BV Tech shall have no liability in relation to the onward distribution of the Bond Sale Proceeds to Bondholders (which BV Tech would expect JIM to carry out in accordance with its standard terms of engagement with Bondholders).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS - EXIT OPPORTUNITY / BOND OFFER

 
 Announcement of Cancellation and Exit Opportunity           2:45 p.m. on 4 December 2019 
 Posting of Circular, Forms of Proxy and Link Form           4 December 2019 
 Exit Opportunity opens                                      4 December 2019 
 Bond Offer opens                                            13 December 2019 
 Time and date of General Meeting                            11:00 a.m. on 20 December 2019 
 Announcement of result of General Meeting                   by 6.00 p.m. on 20 December 2019 
 Expected last day of dealings in Ordinary Shares on AIM     6 January 2020 
 Exit Opportunity closes                                     1.00 p.m. on 6 January 2020 
 First Closing Date of Bond Offer                            1.00 p.m. on 6 January 2020 
 Announcement of result of Exit Opportunity and Bond Offer   By 6.00 p.m. on 6 January 2020 
 Expected time and date of Cancellation                      7.00 a.m. on 7 January 2020 
 Settlement of Bond Price to JIM                             By 6.00 p.m. on 10 January 2020 
 

Enquiries:

 
 
BV Tech S.p.A 
 
Mariano Granato (Company Lawyer)   +39 06 6893461 
 

Further Information

If you are in any doubt about the Bond Offer or the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. The value of securities and any income from them can go down as well as up and you may not get back the amount or value of your investment. Past performance is no guide to future performance.

The contents of this announcement, which have been prepared by and are the sole responsibility of BV Tech, have been approved by WH Ireland Ltd ("WH Ireland") ( which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

As for other matters described in this announcement, and in respect of the Bond Offer, WH Ireland will not be responsible to anyone other than BV Tech for providing the protections afforded to it. WH Ireland has given, and not withdrawn, its consent to the inclusion in this announcement of the references to their names in the form and context in which they appear.

WH Ireland Ltd, nor any of its respective affiliates, its respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, WH Ireland Ltd and its respective affiliates, its respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might

otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Overseas jurisdictions

The availability of the Bond Offer may be affected by the laws of the relevant jurisdictions in which Bondholders are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the Bond Offer is not capable of being accepted by Bondholders who are, subject to certain exceptions, located in the United States or any other jurisdiction in which the Bond Offer is contrary to local law or regulation (each, a Restricted Jurisdiction). Applications to participate in the Bond Offer from such jurisdictions, or which, at the sole discretion of BV Tech, appear to be made in respect of Bonds beneficially held by persons located or resident, subject to certain exceptions, in such jurisdictions will not be accepted.

Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Bond Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law and UK regulations and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The Bond Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and documentation relating to the Bond Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

A copy of the Bond Offer letter is attached:

THIS LETTER AND ACCOMPANYING APPICES ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION

This letter is addressed only to holders of the Bonds (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this letter relates is available only to relevant persons and will be engaged in only with relevant persons.

The distribution of this letter in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this letter comes should inform themselves about and observe any such restrictions. If you are in any doubt as to the contents of this letter and the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

BV Tech S.p.A

Piazza Armando Diaz 6

20123, Milano

Italy

13 December 2019

To: JIM Nominees Limited ("JIM"), as legal owner and custodian of certain 10% secured and convertible bonds due 2020 ("Bonds") issued pursuant to the terms of the bond instrument, dated 31 August 2017 creating the Bonds (the "Instrument"); and

the holders of the beneficial interest in the Bonds ("Bondholders").

Dear JIM and Bondholders,

CASH OFFER FOR BONDS OF DEFENX PLC

   1.   Introduction 

BV Tech S.p.A ("BV Tech") is the majority shareholder in Defenx PLC ("Defenx" or the "Company") and, on the date of this letter, was interested in approximately 73.6 per cent. of the existing issued ordinary shares and voting rights in the Company.

BV Tech notes Defenx's 4 December 2019 announcement which provides details of the Company's proposed cancellation of admission of its ordinary shares ("Ordinary Shares") to trading on AIM ("Cancellation") and that a circular has been posted to Defenx shareholders to convene a general meeting of the Company in relation to the proposed Cancellation ("Circular").

BV Tech further refers to its announcement of 4 December 2019, announcing a proposal to purchase all of the 12,744,044 Ordinary Shares of 1.8 pence in the capital of Defenx not already owned by BV Tech, at a price of 3 pence per Ordinary Share ("Exit Opportunity"). Since launching the Exit Opportunity, BV Tech acquired 2,521,166 Ordinary Shares and is now interested in 28,486,016 Ordinary Shares in Defenx.

On 12 December 2019, BV Tech agreed to purchase GBP804,000 of Bonds beneficially owned by the largest holder of the Bonds for GBP402,000. BV Tech expects the purchase to complete by 31 December 2019.

The purpose of this letter and appendices (the "letter" or "Bondholder Letter") is to explain the impact of the Cancellation on the Bonds and for BV Tech to make an offer to you in relation to your Bonds ("Bond Offer"). The Bond Offer price is the same price as that to be paid to the largest holder of Bonds pursuant to the agreement referenced above.

Details of the Cancellation and Exit Opportunity can be viewed on Defenx's website at https://www.defenx.com/.

Terms defined in the Circular have the same meaning when used in this Bondholder Letter, unless the context otherwise requires.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Announcement of Cancellation and Exit Opportunity           2:45 p.m. on 4 December 2019 
 Posting of Circular, Forms of Proxy and Link Form           4 December 2019 
 Exit Opportunity opens                                      4 December 2019 
 Bond Offer opens                                            13 December 2019 
 Time and date of General Meeting                            11:00 a.m. on 20 December 2019 
 Announcement of result of General Meeting                   by 6.00 p.m. on 20 December 2019 
 Expected last day of dealings in Ordinary Shares on AIM     6 January 2020 
 Exit Opportunity closes                                     1.00 p.m. on 6 January 2020 
 First Closing Date of Bond Offer                            1.00 p.m. on 6 January 2020 
 Announcement of result of Exit Opportunity and Bond Offer   By 6.00 p.m. on 6 January 2020 
 Expected time and date of Cancellation                      7.00 a.m. on 7 January 2020 
 Settlement of Bond Price to JIM                             By 6.00 p.m. on 10 January 2020 
 

Notes:

The dates and times specified are subject to change and will be notified by the Company or BV Tech, as appropriate, through a Regulatory Information Service. All references to time are to UK time.

   2.         Impact of Cancellation on the Bonds 

As Defenx notes in the Circular, Cancellation will constitute an event of default under the Instrument.

Defenx further notes that where there has been such an event of default, the Security Trustee (as defined in the Instrument) may at its discretion (or must if so directed by the requisite number of Bondholders, being one-quarter in principal amount of the outstanding Bonds or not less than 75 per cent. of the votes cast at a meeting of Bondholders) give notice to the Company that the Bonds are immediately repayable at their principal amount together with accrued interest.

The Company has notified the Security Trustee and JIM (the custodian) that Cancellation (which is subject to Shareholders passing the Cancellation Resolution at the General Meeting) constitutes an event of default.

Defenx is considering, together with BV Tech, the Company's options should it be required to settle all outstanding monies due under the Instrument and the implications for Defenx of not being in a position to finance such settlement (which would currently be the case) in the context of the trust deed entered into on 31 August 2017 between the Company, Defenx Italia Srl, Defenx SA and the Security Trustee and the guarantee and debenture entered into by the same parties on even date. Where the Company is unable to meet its liabilities under these agreements, the Security Trustee may seek to enforce its security.

JIM and Bondholders should note however that, given the financial positon of Defenx, should they choose to call an event of default and accelerate their rights pursuant to the Bond, BV Tech understands there is a risk that the Bondholders may not receive any return on their investment. Further, the costs related to instructing the Security Trustee to enforce such rights would be for the account of Bondholders.

   3.         Bond Offer terms 

-- for each GBP1.00 of principal amount, Bondholders will receive 50 pence in cash ("Bond Price")

   --          the first closing date will be 1.00 p.m. on 6 January 2020 ("First Closing Date") 
   --          no guarantee that the First Closing Date will be extended 
   --          no minimum acceptance condition 
   --          the Bond Offer is not conditional on the Cancellation taking effect 

-- settlement of the Bond Price for those Bonds validly tendered on or before the First Closing Date will be on 10 January 2020.

The Bond Offer will close on the First Closing Date unless BV Tech, in its absolute discretion, extends the period for acceptance of the Bond Offer. There can be no guarantee that BV Tech will extend the period for acceptance of the Bond Offer.

Bondholders should note that only JIM as legal owner of the Bonds can accept the Bond Offer. In order to do so, JIM must complete and return the acceptance form set out at Appendix 3 ("JIM Acceptance Form"), to: Defenx PLC, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT and by way of a scanned copy by email to Paul.Williams@defenx.com, on or before 1 pm on 6 January 2020.

Bondholders who wish to instruct JIM to accept the Bond Offer on their behalf should complete and return the acceptance form set out at Appendix 2 ("Bondholder Instruction Form"), or such other documentation as JIM in its absolute discretion deems necessary or desirable in order for Bondholders to validly instruct JIM to accept the Bond Offer on their behalf, to JIM, as soon as possible.

Bondholders should further note the First Closing Date is the latest date upon which JIM may accept the Bond Offer on their behalf and, therefore, Bondholders should ensure they provide their instructions to JIM as soon as possible and, in any event, before the time and date set by JIM for receiving Bondholder instructions. Bondholders should make themselves aware of the time and date set by JIM to receive Bondholder instructions.

The Bond Offer is not conditional on the Cancellation taking effect or any other conditions being satisfied.

Bonds will be transferred with full title guarantee, free from all encumbrances and any other security and with and all rights attaching thereto.

BV Tech shall be entitled to rely without investigation on the completeness and accuracy of the JIM Acceptance Form and expressly excludes any liability whatsoever for any errors or omissions therein.

   4.         Action to be taken to accept the Bond Offer 

The action you take is for you alone to decide. Neither BV Tech nor any of its officers or employees can give any advice as to the action you should take. Before making a decision, you should read this letter (including the Appendices) and the Circular carefully.

Bondholders

In order to instruct JIM to accept the Bond Offer on your behalf, Bondholders should complete, sign and return the Bondholder Instruction Form set out in Appendix 2 (or such other documentation as JIM in its absolute discretion deems necessary or desirable in order for Bondholders to validly instruct JIM to accept the Bond Offer on their behalf) to JIM, as soon as possible and, in any event, before the time and date set by JIM for receiving Bondholder instructions.

Bondholders should make themselves aware of the time and date set by JIM to receive Bondholder instructions and, if in doubt, should consult JIM regarding the same.

JIM

In order to accept the Bond Offer on behalf of Bondholders, JIM must complete and sign the JIM Acceptance Form contained at Appendix 3 and return it to: CFO, Defenx PLC, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT and by way of a scanned copy by email to Paul.Williams@defenx.com as soon as possible and, in any event, by no later than 1 pm on 6 January 2020, together with the relevant Bond Certificate(s).

   5.         Settlement 

The cash sum due to JIM in respect of all Bonds tendered by JIM on behalf of Bondholders ("Bond Sale Proceeds") on or before the First Closing Date, will be paid to JIM on or before 6 pm on 10 January 2020.

Payment to JIM of the Bond Sale Proceeds shall discharge in full BV Tech's liability to pay the Bond Sale Proceeds and BV Tech shall have no liability in relation to the onward distribution of the Bond Sale Proceeds to Bondholders (which BV Tech would expect JIM to carry out in accordance with its standard terms of engagement with Bondholders).

   6.         First Closing Date and extensions 

If BV Tech elects, in its absolute discretion, to extend the duration of the Bond Offer beyond the First Closing Date, it will notify JIM of the extended closing date ("Extended Closing Date") and the date for settlement of the relevant Bond Sale Proceeds in respect of acceptance received after the First Closing Date and on or before the Extended Closing Date.

Yours faithfully,

Raffaele Boccardo

BV Tech S.p.A

If you are in any doubt about the Bond Offer or the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. The value of securities and any income from them can go down as well as up and you may not get back the amount or value of your investment. Past performance is no guide to future performance.

The contents of this letter, which have been prepared by and are the sole responsibility of BV Tech, have been approved by WH Ireland Ltd ("WH Ireland") ( which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

As for other matters described in this letter, and in respect of the Bond Offer, WH Ireland will not be responsible to anyone other than BV Tech for providing the protections afforded to it. WH Ireland has given, and not withdrawn, its consent to the inclusion in this letter of the references to their names in the form and context in which they appear.

WH Ireland Ltd, nor any of its respective affiliates, its respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this letter (or whether any information has been omitted from this letter) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this letter or its contents or otherwise arising in connection therewith. Accordingly, WH Ireland Ltd and its respective affiliates, its respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this letter, whether in tort, contract or otherwise which they might otherwise have in respect of this letter or its contents or otherwise arising in connection therewith.

APPIX 1

NOTES

1. The distribution of this letter in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this letter comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, BV Tech disclaims any responsibility or liability for the violation of such legal or regulatory requirements by any person. This letter has been prepared for the purposes of complying with English law and United Kingdom regulations and the information disclosed may not be the same as that which would have been disclosed if this letter had been prepared in accordance with the law of jurisdictions outside of England and Wales.

2. Nothing in this letter (including the Appendices) should be construed as legal, investment, financial or tax advice and if in any doubt Bondholders should take appropriate advice.

3. Acceptance of the Bond Offer by returning the JIM Acceptance Form will be binding and irrevocable.

4. BV Tech shall be entitled to rely without investigation on the completeness and accuracy of the JIM Acceptance Form and expressly excludes any liability whatsoever for, and shall have responsibility in relation to, any errors or omissions contained therein.

5. Receipt of documents will not be acknowledged. All documents sent by or to you will be sent at your risk.

6. Bonds sold pursuant to the Bond Offer will be transferred with full title guarantee, free from all encumbrances and any other security and with and all rights attaching thereto.

7. This letter, the Bondholder Instruction Form and the JIM Acceptance Form are governed by and construed in accordance with English law and any dispute arising in connection with them is subject to the jurisdiction of the Courts of England.

8. BV Tech, in its absolute discretion, reserves the right to treat as valid in whole or in part any purported JIM Acceptance Form which is not entirely in order.

APPIX 2

BONDHOLDER INSTRUCTION FORM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION - COMPLETE AND RETURN TO JIM NOMINEES LIMITED AS SOON AS PRACTICABLE

This Bondholder Instruction Form should be read in conjunction with the Bond Offer Letter. The definitions used in the Circular, the Instrument and Bondholder Letter apply in this Bondholder Instruction Form save where the context otherwise requires.

   To:       JIM Nominees Limited 
   1.         Instruction to accept the Bond Offer 

[We], [I], _________________________________________________________ [insert name] as beneficial owner of certain Bonds, hereby irrevocably instruct JIM Nominees Limited to accept the Bond Offer in respect of:

Box A __________________________, ALL of the Bonds of which I am the beneficial owner [insert a cross "X" in Box A to sell ALL of the Bonds of which you are the beneficial owner]

OR,

Box B __________________________, of the Bonds of which I am the beneficial owner [insert the number of Bonds you wish to sell].

   2.         Bondholder Instruction Form 

This Bondholder Instruction Form will be of no effect unless it is duly completed, signed and received, by JIM Nominees Limited at the address and by the means specified, by JIM, as soon as possible and, in any event, before the time and date set by JIM for receiving Bondholder instructions.

By completing and returning this Bondholder Instruction Form, we/I, hereby instruct JIM to take such steps as JIM considers necessary or desirable in order to accept the Bond Offer and deliver evidence of legal title, whether by delivery of the related Bond Certificate or otherwise.

3. JIM may require other documentation and/ or information in order to accept the Bond Offer on your behalf

Bondholders should note that JIM may, in its absolute discretion, determine that other documentation and / or information may be necessary or desirable, in order for Bondholders to validly instruct JIM to accept the Bond Offer on their behalf. Bondholders who wish to so instruct JIM, must complete and/ or comply with such documentation and information requests.

If there is any inconsistency in this Bondholder Instruction Form and the documentation and / or information required by JIM, the latter will prevail to the extent it relates to how Bondholders may instruct JIM to accept the Bond Offer on their behalf.

This Bondholder Instruction Form must be returned to JIM by such time and means as JIM provides.

Please now sign the Declaration that follows.

DECLARATION

By completing and signing this irrevocable Bondholder Instruction Form as a deed, I/we confirm that I/we have read and understood the letter and irrevocably make the choices indicated in section 1 above and that I/we:

1. am/are the beneficial owner to the Bonds marked in Box A or B as appropriate ("Tendered Bonds") and that the beneficial interest in all such Tendered Bonds are transferred free and clear of any encumbrances and any other security;

   2.         have due authority to transfer the beneficial title to the Tendered Bonds; 

3. understand that BV Tech shall be entitled to rely without investigation on the completeness and accuracy of the JIM Acceptance Form and shall incur no liability whatsoever for any errors in the same; and

   4.         understand that this Bondholder Instruction Form is binding and irrevocable. 

Signed and delivered as a deed by:

 
                           [insert name] 
------------------------ 
 
 In the presence of:   ) 
 
 
 
 Witness signature: 
 
 Witness name: 
 Witness address: 
 Witness occupation: 
 

Note:

A witness should not be the signatory's spouse, partner or family member and should not have a personal interest in the provisions of the Bond Offer.

APPENDIX 3

JIM ACCEPTANCE FORM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This JIM Acceptance Form should be read in conjunction with the Bond Offer Letter. The definitions used in the Circular, the Instrument and Bondholder Letter apply in this JIM Acceptance Form save where the context otherwise requires.

   To:       BV Tech S.p.A. 
   1.         Acceptance of Bond Offer 

We, JIM Nominees Limited, on behalf of the relevant Bondholders, hereby accept the Bond Offer in respect of the face value of the Bonds shown below in Box A and request BV Tech send by wire transfer the aggregate Offer Price due in respect of such tendered Bonds to the UK bank account details set out in Box B:

Box A GBP__________________________ [insert the aggregate face value of the Bonds to be sold] ("Tendered Bonds")

 
 Box B - Account Information 
---------------------------------- 
 Sort Code        Account Type 
-------------    --------------- 
 Number           Bank Name 
-------------    --------------- 
 Currency         Branch Name 
-------------    --------------- 
 IBAN 
-------------    --------------- 
 
   2.         Timeline for acceptance 

This JIM Acceptance Form will be of no effect unless it is duly completed and received, together with the relevant Bond Certificate(s), as soon as possible and in any event by no later than 1 p.m. on 6 January 2020 or such later date as BV Tech may in its sole discretion determine.

This JIM Acceptance Form and the Bond Certificate(s) may be returned by hand or post to CFO, Defenx PLC, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT and by way of a scanned copy by email to Paul.Williams@defenx.com.

Please note that if this JIM Acceptance Form and the Bond Certificate(s) are returned by email, the original signed JIM Acceptance Form and Bond Certificate(s) must be sent as soon as reasonably practicable by hand or post to the above address and in any event so as to reach Defenx Plc on or before the First Closing Date.

If you have any queries regarding the completion or delivery of this JIM Acceptance Form or the delivery of the relevant Bond Certificates, you should contact Paul Williams, CFO Defenx Plc on the above email address.

For the avoidance of doubt, BV Tech shall be under no obligation to accept a JIM Acceptance Form where it is not accompanied by the relevant Bond Certificate.

   3.         Instruction to Registrar to update Bond Register 

FOR VALUE RECEIVED, being equal to 50% of the face value of the Tendered Bonds, we, JIM Nominees Limited, hereby sell, assign and transfer the Tendered Bonds and all rights thereunder, irrevocably constituting the Instrument to BV Tech and appoint Defenx PLC, a company incorporated under the laws of England and Wales with company number 08993398, as attorney to transfer the Tendered Bonds to BV Tech in the register maintained by Defenx PLC, with full power of substitution.

Please now sign the Declaration that follows.

DECLARATION

By completing and signing this irrevocable JIM Acceptance Form as a deed, we confirm that we have read and understood the letter and irrevocably make the choices indicated in section 1 above and that we:

1. are the holder of legal title to all of the Tendered Bonds and that all such Tendered Bonds are transferred free and clear of any encumbrances and any other security;

   2.         have due authority to transfer legal title to the Tendered Bonds; 

3. understand that BV Tech shall be entitled to rely without investigation on the completeness and accuracy of this JIM Acceptance Form and shall incur no liability whatsoever for any errors in the same; and

   4.         understand that this JIM Acceptance Form is binding and irrevocable. 

Signed and delivered as a deed by)

 
 JIM Nominees Limited   ) 
 acting by a director   ) 
 
 in the presence of:    ) 
 
 
 Witness signature: 
 
 Witness name: 
 Witness address: 
 Witness occupation: 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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(END) Dow Jones Newswires

December 13, 2019 11:21 ET (16:21 GMT)