TIDMMTFB
RNS Number : 9674G
Motif Bio PLC
02 June 2017
2 June 2017
NOT FOR RELEASE, PUBLICATION 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.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN
OFFERING OF ANY SECURITIES. ANY OFFERING OF SECURITIES BY THE
COMPANY IS NOT ADDRESSED TO ANY PERSON WITH A REGISTERED ADDRESS
IN, OR WHO IS RESIDENT IN, THE UNITED STATES OR ANY U.S. PERSON,
AND NO SUCH PERSONS ARE ENTITLED TO PARTICIPATE IN ANY SUCH
OFFERING.
This Document does not constitute an offer to buy, acquire or
subscribe for (or the solicitation of an offer to buy, acquire or
subscribe for) Ordinary Shares in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
Motif Bio plc
("Motif Bio" or the "Company")
Proposed Placing to raise approximately GBP19.4m (US$25m)
Motif Bio plc (LSE: MTFB), the clinical stage biopharmaceutical
company specialising in developing novel antibiotics, announces its
intention to raise approximately GBP19.4 million (US$25 million),
before expenses, by way of a conditional placing with new and
existing investors to fund the further development of iclaprim, the
Company's novel antibiotic candidate.
Peel Hunt LLP ("Peel Hunt") is acting as bookrunner and
Northland Capital Partners Limited ("Northland") is acting as
co-lead manager in respect of the fundraising. Peel Hunt is acting
as Nominated Adviser to the Company.
Highlights
-- Placing - the Placing is being conducted via an accelerated
bookbuild exercise, pursuant to which it is intended to raise
approximately GBP19.4 million (US$25 million). The accelerated
bookbuild will be launched immediately following this announcement
and will be subject to the terms and conditions set out in the
appendix
-- Use of proceeds - the net proceeds of the Placing will be used as follows:
o to complete the REVIVE-2 study;
o to file an NDA and a MAA for iclaprim in ABSSSI; and
o for general corporate purposes.
-- Notice of General Meeting - due to the size of the Placing,
the Placing is conditional, inter alia, on the passing of certain
resolutions by shareholders of the Company at a general meeting
expected to be convened for 22 June 2017
-- Admission - Admission is expected to occur at 8.00 a.m. on 23
June 2017 or such other date as the Company and Peel Hunt may agree
(being not later than 8.00 a.m. on 7 July 2017)
Inside Information
This announcement contains inside information. The person
responsible for arranging for the release of this announcement on
behalf of the Company is Rob Dickey, CFO.
A copy of this announcement has been posted on the Company's
website at www.motifbio.com.
For further details please contact:
Motif Bio plc info@motifbio.com
Graham Lumsden (Chief
Executive Officer)
Rob Dickey (Chief Financial
Officer)
Peel Hunt LLP (NOMAD
& BOOKRUNNER) + 44 (0)20 7418 8900
Dr. Christopher Golden
Oliver Jackson
Rory James-Duff
Northland Capital Partners
Limited (CO-LEAD MANAGER) +44 (0)203 861 6625
Patrick Claridge/ David
Hignell
John Howes/ Rob Rees
(Broking)
Walbrook PR Ltd. (FINANCIAL +44 (0) 20 7933 8780 or
PR & IR) motifbio@walbrookpr.com
Paul McManus Mob: +44 (0)7980 541 893
Mike Wort Mob: +44 (0)7900 608 002
MC Services AG (EUROPEAN
IR) +49 (0)89 210 2280
Raimund Gabriel
Notes to Editors:
Motif Bio is a clinical-stage biopharmaceutical company, engaged
in the research and development of novel antibiotics designed to be
effective against serious and life-threatening infections in
hospitalised patients caused by multi-drug resistant bacteria. Our
lead product candidate, iclaprim, is being developed for the
treatment of acute bacterial skin and skin structure infections
(ABSSSI) and hospital acquired bacterial pneumonia (HABP),
including ventilator associated bacterial pneumonia (VABP),
infections often caused by MRSA (methicillin resistant
Staphylococcus aureus). Having completed the REVIVE-1 trial,
patients are currently being enrolled and dosed in a second global
Phase 3 clinical trial (REVIVE-2) with an intravenous formulation
of iclaprim, for the treatment of ABSSSI. Data readout for REVIVE-2
is expected in the second half of 2017.
1. THE PLACING
The Company is proposing to raise approximately GBP19.4 million
(US$25 million) through the issue of new ordinary shares.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will commence immediately following
this announcement. Peel Hunt has been appointed bookrunner and
Northland has been appointed co-lead manager in respect of the
Placing.
The timing of the closing of the Bookbuild, the final number of
ordinary shares to be issued (the "Placing Shares"), the price per
Placing Share (the "Placing Price") and allocations are at the
discretion of the Company, in consultation with the Bookrunner and
Northland, and will be decided at the close of the Bookbuild.
Details of the outcome of the Bookbuild will be announced as soon
as practicable after close of the Bookbuild.
The Placing is not underwritten. The Placing Shares are not
being made available to the public and none of the Placing Shares
are being offered or sold in any jurisdiction where it would be
unlawful to do so.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being, this "Announcement").
The Placing is conditional upon, inter alia:
-- the passing of the necessary resolutions by shareholders at a
general meeting to be convened; and
-- the Placing Agreement entered into between the Company, Peel
Hunt and Northland becoming unconditional in accordance with its
terms and not having been terminated prior to Admission.
Application will be made for the Placing Shares to be admitted
to trading on AIM ("Admission") and dealings are expected to
commence on or around 23 June 2017 or such later date as the
Company and Peel Hunt shall agree. The Placing Shares will,
following Admission, rank in full for all dividends and
distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company and otherwise rank pari passu
in all other respects with the Existing Ordinary Shares.
2. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing 7.00 a.m. on 2 June 2017
----------------------------------- --------------------------
Commencement of the Bookbuild 7.00 a.m. on 2 June 2017
relating to the Placing
----------------------------------- --------------------------
Bookbuild relating to c.1.00 p.m. on 2 June
the Placing closes 2017
----------------------------------- --------------------------
Result of Placing announced c.3.00 p.m. on 2 June
2017
----------------------------------- --------------------------
Circular and Notice of 5 June 2017
General Meeting posted
to Shareholders (by first
class post)
----------------------------------- --------------------------
Latest time and date for 2.00 p.m. on 20 June 2017
receipt of Form of Proxy
----------------------------------- --------------------------
General Meeting 2.00 p.m. on 22 June 2017
----------------------------------- --------------------------
Admission and commencement 8.00 a.m. on 23 June 2017
of dealings in New Ordinary
Shares
----------------------------------- --------------------------
Expected date for CREST 23 June 2017
stock accounts to be credited
for Placing Shares in
uncertificated form
----------------------------------- --------------------------
Expected date of despatch 03 July 2017
of definitive share certificates
for Placing Shares Placing
Shares to be held in certificated
form
----------------------------------- --------------------------
3. INTRODUCTION
Motif Bio plc is a clinical stage biopharmaceutical company
which specialises in developing novel antibiotics designed to be
effective against serious and life-threatening infections caused by
multidrug resistant bacteria. The Company's antibiotic product
candidate, iclaprim, is being developed for the treatment of
serious bacterial infections such as acute bacterial skin and skin
structure infections ("ABSSSI") and hospital acquired bacterial
pneumonia ("HABP"), including those caused by resistant strains
such as MRSA (methicillin-resistant Staphylococcus aureus) and
MDRSP (multidrug resistant Streptococcus pneumoniae) that have
become prevalent in patients in both the community and hospital
settings.
The Company filed its US Annual Report on Form 20-F for the year
ended 31 December 2016 with the US Securities and Exchange
Commission on 1 May 2017 and published its annual report and
accounts for the same period on 18 May 2017. Both documents provide
an in-depth review of the progress made by the Company in 2016 and
the 20-F document goes further to provide, among other things,
significant detail on the background of the Company and iclaprim.
The Company's 20-F document and the annual report and accounts
contain risk factors associated with an investment in the Company's
Ordinary Shares.
The Company has made significant progress towards its goal of
completing the clinical development of iclaprim and bringing this
novel antibiotic to market. On 18 April 2017, the Company announced
positive topline data from its Phase III clinical trial, REVIVE-1.
The Directors believe that the success of REVIVE-1 was a
significant milestone for the Company and sets a positive outlook
for REVIVE-2, the second of the two necessary pivotal clinical
trials required to obtain approval for iclaprim as a new antibiotic
product.
In November 2016, the Company completed its listing on NASDAQ
and raised net proceeds of US$21.4 million via a US offering and
European placing. At the time, the Company noted a shortfall of
US$12 million that would be required to be raised through public or
private financing and/or other partnering opportunities in order to
complete the REVIVE-2 trial. As has been previously stated, the
Company's current cash resources are expected to be sufficient to
enable the full enrolment of REVIVE-2 by the end of Q2:2017 and
enable the Company to continue into early H2:2017. The cash
resources are not, however, sufficient to complete REVIVE-2 and
advance iclaprim towards planned submissions in H1:2018 for
regulatory approvals. The Directors have been considering a range
of options to bring additional funding into the Company and
following the positive data from REVIVE-1, have attracted positive
interest from new and existing institutional investors. The Company
has a clear strategy to commercialise iclaprim in the US and seek
commercialisation partners for other regions. The Directors believe
that the value of iclaprim and the ability to negotiate with
potential partners will be enhanced if new financing is
secured.
4. USE OF PROCEEDS
The net proceeds of the Placing will be used as follows:
-- to complete the REVIVE-2 study;
-- to file an NDA and a MAA for iclaprim in ABSSSI; and
-- for general corporate purposes.
5. INFORMATION ON THE COMPANY
Background
The Company's antibiotic product candidate, iclaprim, is a novel
diaminopyrimidine antibiotic that inhibits an essential bacterial
enzyme called "dihydrofolate reductase" (DHFR) which is essential
in the process leading to the production of bacterial DNA and RNA
that are required for bacteria to grow and divide. Stopping this
pathway leads to bacterial cell death. The Directors believe this
is an underutilised mechanism that works in a different way to
other standard of care antibiotics such as penicillins,
cephalosporins, tetracyclines, aminoglycosides, macrolides and
quinolones. Clinical trials to date have indicated that iclaprim
may be effective against Gram-positive bacteria that have developed
resistance to other antibiotic mechanisms. To date, iclaprim has
been administered to more than 1,000 patients and healthy
volunteers in Phase I, II and III clinical trials and in contrast
to vancomycin, a standard of care antibiotic used in hospitalised
patients with "Gram-positive" infections, no statistically
significant evidence of nephrotoxicity (i.e., damage to the kidneys
caused by exposure to a toxic chemical, toxin or medication) has
been observed with iclaprim.
The Directors believe that iclaprim is a potential candidate for
use as a first-line empiric monotherapy (the initial therapy
administered prior to the identification of the pathogen) in
severely ill patients who are hospitalised with ABSSSI caused by
MRSA and have comorbidities, or also suffer from other health
issues, such as renal impairment or diabetes. Renal impairment
affects up to an estimated 936,000 of the approximately 3.6 million
patients hospitalised with ABSSSI annually in the US (in 2015).
This population is expected to grow due to the increasing
prevalence of diabetes and aging of the population, as renal
function declines with age and poorly controlled diabetes.
Based on Company analysis of data from industry sources, it is
estimated that the cost of treating ABSSSI caused by MRSA with
vancomycin in patients with renal impairment is approximately
US$28,000 per patient (approximately 19% higher than the cost of
treating ABSSSI caused by MRSA with vancomycin in patients without
renal impairment, which has been estimated to be approximately
US$23,600). However, because of an increase in MRSA infections that
are resistant or not clinically responsive to treatment with
vancomycin and the need for therapeutic monitoring and dose
adjustment, due to nephrotoxicity, the Directors believe physicians
and patients would benefit from more effective options with
demonstrated safety profiles. This is supported by the Company's
commissioned market research, described further below (see
paragraph headed 'Commercialisation Strategy').
In July 2015, the FDA designated the IV formulation of iclaprim
as a Qualified Infectious Disease Product ("QIDP") for ABSSSI and
HABP, and in August 2015 the FDA granted iclaprim regulatory Fast
Track designation. QIDP designation means iclaprim is eligible for
Priority Review and, if approved, a five-year extension to the
statutory market exclusivity period in the US, resulting in 10
years of market exclusivity from the date of approval. If approved
by the European Medicines Agency ("EMA"), it is expected that
iclaprim will qualify for eight years of data exclusivity and an
additional two years of market exclusivity in the EU. If approved
by the Pharmaceuticals and Medical Devices Agency ("PDMA") in
Japan, it is expected that iclaprim would qualify for eight years
of data exclusivity (which may be extended to ten years for orphan
or paediatric indications).
In March 2016, the Company announced that patient enrolment had
commenced in the first of two Phase III REVIVE (Randomized
Evaluation intraVenous Iclaprim Vancomycin trEatment) clinical
trials (called REVIVE-1 and REVIVE-2) in patients with ABSSSI.
REVIVE-1 is a 598-patient double blinded, global, multicentre
trial, in patients with ABSSSI that compares the safety and
efficacy of an 80mg intravenous dose of iclaprim with 15mg/kg
intravenous vancomycin. Treatments were administered every 12 hours
for 5 to 14 days. REVIVE-2 uses an identical protocol to REVIVE-1
and differs only in the clinical trial sites selected to enrol
patients.
Recent developments
On 18 April 2017, the Company published positive topline
clinical data from REVIVE-1, indicating that iclaprim was
effective, achieving the primary endpoint, and was well
tolerated.
Iclaprim achieved the primary endpoint of non-inferiority ("NI")
(10% margin) compared to vancomycin at the early time point ("ETP")
48 to 72 hours after the start of administration of the study drug
in the intent-to-treat ("ITT") patient population. Iclaprim also
achieved NI (10% margin) at the test of cure ("TOC") endpoint 7 to
14 days after study drug discontinuation in the ITT patient
population.
Time point Endpoint Iclaprim Vancomycin % Difference
N=298 N=300 (95% CI)
------------ ---------------- ------------ ------------ -------------
Early Time Early Clinical
Point Response 241 (80.9%) 243 (81.0%) -0.13
(-6.42,
6.17)
----------------------------- ------------ ------------ -------------
Test Of Clinical
Cure cure 251 (84.2%) 261 (87.0%) -2.77
(-8.39,
2.85)
----------------------------- ------------ ------------ -------------
In an analysis of a pre-specified secondary endpoint, 60.4% of
patients receiving iclaprim demonstrated resolution or near
resolution at end of therapy ("EOT"), compared to 58.3% of patients
receiving vancomycin (treatment difference: 2.07%, 95% CI: -5.80%
to 9.94%). In another pre-specified secondary endpoint analysis,
using a modified clinical cure TOC endpoint defined by a 490%
reduction in lesion size at TOC, no increase in lesion size since
ETP and no requirement for additional antibiotics, clinical cure
was seen in 68.5% of patients receiving iclaprim and 73.0% of
patients receiving vancomycin (treatment difference: -4.54%, 95%
CI: 11.83% to 2.74%).
Iclaprim was well tolerated in the study, with most adverse
events categorised as mild.
Iclaprim Vancomycin
N=293 N=297
---------------------------------- ------------ ------------
TEAEs (Treatment Emergent
Adverse Events) 151 (51.5%) 128 (43.1%)
---------------------------------- ------------ ------------
Study drug related TEAEs 57 (19.5%) 53 (17.8%)
---------------------------------- ------------ ------------
TEAEs leading to discontinuation
of study drug 8 (2.7%) 13 (4.4%)
---------------------------------- ------------ ------------
TEAE related SAEs (Serious
AEs) 8 (2.7%) 12 (4.0%)
---------------------------------- ------------ ------------
Deaths 0 (0.0%) 1 (0.3%)
---------------------------------- ------------ ------------
The Directors believe that REVIVE-2 is progressing well, with
more than 80% of the total patients enrolled. The Directors expect
full enrolment will be achieved around the end of Q2:2017, which is
ahead of schedule, and that topline data will be published in
H2:2017.
If successful, the Directors believe the data from the two
REVIVE trials will satisfy the requirements to submit an NDA in the
United States and an MAA in Europe for iclaprim for the treatment
of patients with ABSSSI caused by Gram-positive bacteria. The
Company anticipates being in a position to submit the data for an
NDA and MAA in H1:2018.
Hospital Acquired Bacterial Pneumonia (HABP).
In addition to ABSSSI, the Directors believe that iclaprim may
be an important option for patients with other types of infections
in hospitals, such as HABP, which also includes
ventilator-associated bacterial pneumonia ("VABP"). In the US, an
estimated 1.4 million patients are diagnosed with HABP each year
with a mortality rate that can vary between 20% and 50%. Selection
of the correct antibiotic(s) at the start of treatment is
critical.
The Directors believe this indication could further expand
iclaprim's addressable market to include another serious unmet
medical need and therefore potentially become a significant value
driver for the Company. The Directors believe that iclaprim is well
suited for use as a first-line empiric therapy for patients with
HABP, including patients with VABP, caused by Gram-positive
bacteria, based on data from a Phase II clinical trial, which
support the efficacy of iclaprim in this patient population.
Additionally, in a Phase I healthy volunteer trial, concentrations
of iclaprim at the site of infection in the lungs (pneumonia is
inflammation of lung tissue) were considerably higher than
concentrations in plasma. The Directors are of the view that the
Company has completed the necessary studies and other analyses to
commence its INSPIRE (iclaprim for NoSocomial PneumonIa gRam-
positive pathogEns) Phase III trial in patients with HABP,
including patients with VABP. The trial is expected to take
approximately three years with a planned interim analysis and is
expected to cost approximately US$40 million to complete and file
an NDA and MAA for regulatory approvals in the US and Europe,
respectively. Commencement of this study remains subject to
additional financing being secured. The Directors continue to
evaluate potential sources of funding, which also include
non-dilutive funding and, for example, upfront payments from the
out-licensing of certain rights to iclaprim.
Strategy
The Company's goal is to help physicians to treat hospitalised
patients with serious and life threatening infections by building a
leading, commercially-oriented biopharmaceutical company dedicated
to the development and commercialisation of novel antibiotics,
designed to be effective against multi-drug resistant bacteria. The
Company is pursuing the following strategies:
-- Focus on developing novel antibiotics designed to be
effective against serious and life-threatening infections caused by
multi-drug resistant bacteria. The Company is developing antibiotic
treatments designed to be effective against the serious
life-threatening infections in hospitalised patients such as ABSSSI
and HABP, including VABP, caused by Gram-positive pathogens,
including resistant strains such as MRSA. These infections, which
have become increasingly prevalent in hospitalised patients and
more recently in healthy people in the general community (who then
require hospitalisation), have a high unmet need for innovative
treatment options.
-- Rapidly advance lead product candidate, iclaprim, through
Phase III clinical trials. The two REVIVE Phase III clinical trials
are designed to obtain marketing approval for an IV formulation of
iclaprim for the treatment of ABSSSI. Positive topline data from
REVIVE-1 were announced on 18 April 2017 and data readout from
REVIVE-2 is expected in H2:2017. Subject to additional funding, the
Company plans to evaluate iclaprim in its INSPIRE Phase III
clinical trial of iclaprim in HABP, including VABP, patients.
-- Commercialise iclaprim in the United States. If approved, the
Company intends to commercialise iclaprim in the US and identify
proven commercialisation partners in other key global markets. The
Directors believe that the Company's ability to execute this
strategy is enhanced by the focus on the hospital setting and the
significant prior commercial experience of key members of the
management team and the Directors, who were involved in the launch
and/or commercialisation of several blockbuster (annual revenues of
at least US$1 billion) pharmaceutical products prior to joining the
Company. Further details of the Company's commercialisation
strategy are described below.
-- Expand indications of product candidates within the Company's
franchise. The Company intends to leverage opportunities to develop
product candidates internally for additional indications, including
a potential oral DHFRi. The Directors believe that this approach
will enable the Company to maximise its commercial potential by
utilising existing resources and expertise and adding valuable
intellectual property to the Company's portfolio.
-- Expand portfolio through acquisition and disciplined
in-licensing. The Company plans to source new product candidates
through acquisition or in-licensing. The management team intends to
mitigate the potential risks of this strategy by adhering to
disciplined criteria of focusing on in-licensing or acquisition of
products that are already commercially available or that have
clinical data that the management team believes suggest a high
probability of success for development progression and an
attractive potential return on investment.
Commercialisation Strategy
If approved, the Company intends to commercialise iclaprim in
the United States and identify proven commercialisation partners in
other key global markets, including Japan and countries in the EU.
In preparing for commercialisation the Company completed a program
of research and analysis to understand the nature and size of
hospitalised patients with Gram-positive infections, with an
initial focus on the potential clinical needs of the hospitalised
ABSSSI patient in the US. The research found that clinicians
project that iclaprim, if approved, could potentially displace
standard of care IV Gram-positive antibiotic therapies, such as
vancomycin, in empiric treatment of MRSA-suspected ABSSSI patients
with renal impairment.
The Directors believe that the Company can efficiently target
the approximately 1,500 hospitals and integrated delivery networks
("IDNs") in the US that are responsible for an estimated 75% of the
market opportunity for IV antibiotics to treat serious
Gram-positive infections. A team of Medical Science Liaisons
("MSLs"), Key Account Managers and Directors and Professional
Hospital Sales Representatives will concentrate on these 1,500
hospitals and IDNs. The Directors believe this can be accomplished
by building a sales and marketing team or by partnering, for
example, with one of the well-established Contract Sales
Organisations that specialise in commercialising hospital products.
The Company expects to begin in 2018 with a small team (c.10) of
MSLs who will engage with the medical, payer, microbiology and
scientific community about the numerous scientific publications and
presentations on iclaprim. Key Account Managers and Directors,
along with Professional Hospital Sales Representatives would be
hired and trained thereafter. The Key Account Team, along with the
MSL team, will engage with Pharmacy and Therapeutics Committee
members of hospitals and IDNs and will present the iclaprim value
proposition to support formulary approval and positioning, assuming
iclaprim is approved. The Key Account Team will be responsible for
negotiating contracts with drug distributors and Group Purchasing
Organisations.
The Directors believe that the Phase III HABP trial, which
requires additional funding to commence and complete, will, if
successful, provide valuable data for hospital infectious disease
physicians treating these patients. Successful hospital antibiotics
such as daptomycin and linezolid have each reached peak year
revenues of more than US$1 billion. In each case these antibiotics
were studied in several indications, and this is a good roadmap for
the Company as it continues to develop iclaprim. The Company is
planning several programmes to differentiate iclaprim further and
to demonstrate the potential benefits to patients, physicians and
payers. The Company is seeking input from experts who understand
how hospitals judge new products, including their expectations on
data that will be required to enable rapid formulary access. On 10
May 2017, the Company announced it had strengthened its Scientific
Advisory Board and expects to submit numerous articles on iclaprim
for publication in peer-reviewed scientific journals and abstracts
for presentation at key scientific conferences, further expanding
the understanding of iclaprim in the medical community.
The Company has continued to create and develop relationships
with potential partners and appointed The Fulford Group to identify
potential commercialisation partners for iclaprim in markets
outside the US, with a focus on certain countries in the EU as well
as Japan, which are some of the most valuable markets.
6. CURRENT PROSPECTS AND OUTLOOK
The Company filed its US Annual Report on Form 20-F for the year
ended 31 December 2016 with the US Securities and Exchange
Commission on 1 May 2017 and published its annual report and
accounts for the same period on 18 May 2017. Both documents provide
an in depth review of the progress made by the Company in 2016 and
the 20-F document goes further to provide, among other things,
significant detail on the background of the Company and
iclaprim.
The Group's largest expenditure continues to be costs associated
with the clinical development of iclaprim for ABSSSI in its REVIVE
clinical trials, and hence, Covance, its outsourced clinical
research partner. The Company's general and administrative costs
primarily comprise outside consultancy fees, including those of
Amphion.
The Directors believe that the Company's prospects remain
positive and confirm that since the Company's Final Results for the
year ended 31 December 2016, which were announced on 1 May 2017
and, via RNS, on 2 May 2017, the Company has continued to progress
in line with expectations.
7. RELATED PARTY TRANSACTION
The proposed participation in the Placing by Invesco Asset
Management Limited ("IAML") is expected to constitute a related
party transaction under the AIM Rules for Companies by virtue of
IAML being a substantial shareholder in the Company. Further
details of any participation by IAML in the Placing will be set out
in the announcement to be made on the closing of the bookbuild
exercise, which is expected to be made later today.
8. DISCLAIMERS
This document (and the information contained herein) does not
contain or constitute an offer of securities for sale, or
solicitation of an offer to purchase securities, in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where such an offer or solicitation would be
unlawful. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority
of any state or jurisdiction of the United States and may not be
offered, sold, resold, or delivered, directly or indirectly, in or
into the United States or to U.S. persons unless the securities are
registered under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in accordance with
any applicable securities laws and regulations of any state or
jurisdiction of the United States. The securities referred to
herein are being offered and sold (i) outside the U.S. to non-U.S.
persons in offshore transactions within the meaning of, and in
accordance with, Regulation S under the Securities Act and (ii) in
the U.S., pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
There will be no public offer of securities in the United
States.
None of the New Ordinary Shares, this document or any other
document connected with the Placing have been or will be approved
or disapproved by the US Securities and Exchange Commission or by
the securities commissions of any state or other jurisdiction of
the United States or any other regulatory authority, nor have any
of the foregoing authorities or any securities commission passed
comment upon or endorsed the merits of the offering of the Placing
Shares or the accuracy or adequacy of this document or any other
document connected with the Placing. Any representation to the
contrary is a criminal offence.
The Placing Shares have not been and will not be registered
under the securities laws and regulations of any jurisdiction, in
particular, Australia, Canada, Japan or the Republic of South
Africa, and may not be offered, sold, resold, or delivered,
directly or indirectly, within Australia, Canada, Japan or the
Republic of South Africa, or in any jurisdiction where it is
unlawful to do so, except pursuant to an applicable exemption.
APPIX: TERMS AND CONDITIONS OF THE PLACING
NOT FOR ONWARD RELEASE, PUBLICATION 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 where such an offer or solicitation would be
unlawful.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THIS
"ANNOUNCEMENT") DOES NOT CONSTITUTE AN OFFER OF THE PLACING SHARES
TO ANY PERSON WITH A REGISTERED ADDRESS IN, OR WHO IS RESIDENT IN,
THE UNITED STATES OR ANY U.S. PERSON, AND NO SUCH PERSONS ARE
ENTITLED TO PARTICIPATE IN THE PLACING.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
1. Eligible participants
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
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
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMED
BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE");
(B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (III) PERSONS
TO WHOM THIS ANNOUNCEMENT AND THE PLACING 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.
The information contained herein is not for onward release,
directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or the Republic of South Africa. This
announcement (and the information contained herein) does not
contain or constitute an offer of securities for sale, or
solicitation of an offer to purchase securities, in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where such an offer or solicitation would be
unlawful. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority
of any state or jurisdiction of the United States and may not be
offered, sold, resold, or delivered, directly or indirectly, in or
into the United States or to U.S. persons unless the securities are
registered under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in accordance with
any applicable securities laws and regulations of any state or
jurisdiction of the United States. The securities referred to
herein are being offered and sold to non-U.S. persons outside the
United States in offshore transactions within the meaning of, and
in accordance with, Regulation S under the Securities Act. There
will be no public offer of securities in the United States.
None of the Placing Shares, the Form of Proxy, this announcement
or any other document connected with the Placing have been or will
be approved or disapproved by the US Securities and Exchange
Commission or by the securities commissions of any state or other
jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities or any
securities commission passed comment upon or endorsed the merits of
the offering of the Placing Shares, the Form of Proxy or the
accuracy or adequacy of this document or any other document
connected with the Placing. Any representation to the contrary is a
criminal offence.
The Placing Shares have not been and will not be registered
under the securities laws and regulations of Australia, Canada,
Japan or the Republic of South Africa, and may not be offered,
sold, resold, or delivered, directly or indirectly, within
Australia, Canada, Japan or the Republic of South Africa, or in any
jurisdiction where it is unlawful to do so, except pursuant to an
applicable exemption.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
In particular, each such Placee represents, warrants,
acknowledges and undertakes that:
1 it is a Relevant Person (as defined above);
2. it will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its
business;
3. 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, (a) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the EEA which has implemented the Prospectus
Directive other than Qualified Investors or in circumstances in
which the prior consent of Peel Hunt has been given to the offer or
resale; or (b) 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
4. (a) it is acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act; or (b) it is a "qualified institutional buyer" (a
"QIB") (as defined in Rule 144A under the Securities Act) and it
has duly executed an investor letter in a form provided to it and
delivered the same to a Peel Hunt Person.
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. Persons into whose possession this Announcement may come
are required by the Company to inform themselves about and to
observe any restrictions on transfer of this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
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; 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 or 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.
All times and dates in this Appendix are references to times and
dates in London (United Kingdom).
2. Bookbuild
Peel Hunt LLP ("Peel Hunt") and Northland Capital Partners
Limited ("Northland") (together the "Managers") are commencing a
share placing bookbuild process (the "Bookbuild") for the purpose
of assessing demand from institutional and other investors
participate in the Placing. Peel Hunt is arranging the Placing as
bookrunner, broker and agent of the Company; Northland is also
acting as broker and agent of the Company.
The Bookbuild is expected to close at or before 1:00 p.m. today,
2 June 2017. It is intended that the Company, Peel Hunt and
Northland will then establish a single price per Placing Share
payable to Peel Hunt and Northland by all Placees whose bids are
successful (the "Placing Price") and the number of Placing Shares
that are to be issued through the Placing. If they do, the Company,
Peel Hunt and Northland will release an announcement through the
Regulatory News Service stating the Placing Price and the number of
Placing Shares to be issued under the Placing. If the Company, Peel
Hunt and Northland do not reach agreement on the Placing Price or
the number of Placing Shares, the Placing will not proceed.
The Company, in consultation with Peel Hunt and Northland, will
determine the basis for allocating Placing Shares to bids submitted
to Peel Hunt and Northland in the Bookbuild and may at its
discretion (i) accept bids, either in whole or in part, (ii) accept
bids that are received after the Bookbuild has closed, and/or (iii)
scale down all or any bids on such basis as it considers
appropriate. Peel Hunt may carry out the Placing by any alternative
method to the Bookbuild as it chooses. The Company may also,
notwithstanding the above, but subject to the prior consent of Peel
Hunt and Northland, allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time.
The Company, Peel Hunt and Northland may, by agreement with each
other, increase the amount to be raised through the Placing. To the
fullest extent permitted by law and the applicable rules of AIM, no
Peel Hunt Person and no Northland Person 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 or in respect of its conduct
in the Bookbuild or in any alternative method that they may adopt
to carry out the Placing, as Peel Hunt, Northland and the Company
may agree. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and neither Peel Hunt nor Northland shall have any liability to the
Placees for the failure of the Company to fulfil those
obligations.
In this Appendix:
(a) "Group" means the group comprising the Company and its subsidiary undertakings;
(b) "Ordinary Shares" means ordinary shares with a nominal value
of 1 pence each in the Company's capital;
(c) "Peel Hunt Person" means any person being (i) Peel Hunt,
(ii) an undertaking which is a subsidiary undertaking of Peel Hunt,
(iii) a parent undertaking of Peel Hunt or (other than Peel Hunt) a
subsidiary undertaking of any such parent undertaking, or (iv) a
director, officer, agent or employee of any such person;
(d) "Northland Person" means any person being (i) Northland,
(ii) an undertaking which is a subsidiary undertaking of Northland,
(iii) a parent undertaking of Northland or (other than Northland) a
subsidiary undertaking of any such parent undertaking, or (iv) a
director, officer, agent or employee of any such person;
(e) "Regulatory News Service" means the electronic information
dissemination service operated by the London Stock Exchange's
Company Announcements Office, or any alternative "PIP service"
(primary information provider service) which the Company has
selected for the purposes of making regulatory announcements;
and
(f) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares.
3. Participation and settlement
Participation in the Bookbuild is only available to persons who
may lawfully be, and are, invited to participate in it by Peel Hunt
and/or Northland.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Peel Hunt
and/or Northland. Peel Hunt and its respective affiliates and
Northland and its respective affiliates are entitled to enter bids
in the Bookbuild as principal.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
sales contact at Peel Hunt or Northland (as applicable). Each bid
should state the number of Placing Shares for which you wish to
subscribe at either the Placing Price which is ultimately
established by the Company and Peel Hunt and Northland or at prices
up to a price limit specified in its bid.. If your bid is
successful, in whole or in part, your allocation will be confirmed
orally following the close of the Bookbuild. Peel Hunt's and
Northland's (as applicable) oral confirmation of your allocation
will constitute a legally binding commitment on your part to
subscribe for the number of Placing Shares allocated to you at the
Placing Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's
constitution.
A person who submits a bid in the Bookbuild will not be able,
without the agreement of Peel Hunt (in respect of Placees procured
by Peel Hunt) and Northland (in respect of Placees procured by
Northland), to vary or revoke the bid before the close of the
Bookbuild. Such a person will not be able, after the close of the
Bookbuild, to vary or revoke a submitted bid in any
circumstances.
If you are allocated Placing Shares in the Bookbuild, you will
be sent a written confirmation stating (i) the number of Placing
Shares allocated to you, (ii) the aggregate amount you will be
required to pay for those Placing Shares at the Placing Price,
(iii) relevant settlement information, and (iv) settlement
instructions. A settlement instruction form will accompany each
written confirmation and, on receipt, should be completed and
returned by the date and time stated in it. Settlement of
transactions in the Placing Shares will take place within the CREST
system, subject to certain exceptions, on a "delivery versus
payment" (or "DVP") basis. Peel Hunt and Northland each reserve
their right to require settlement for and/or delivery to any Placee
of any Placing Shares by such other means as they may deem
appropriate if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement. If your Placing Shares are to be delivered to a
custodian or settlement agent, you should ensure that the written
confirmation is copied and delivered immediately to the appropriate
person within that organisation.
Each Placee's obligations to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company, Peel
Hunt and Northland. No commissions will be paid to or by Placees in
respect of their agreement to subscribe for any Placing Shares.
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
Announcement and subject to the terms and conditions herein. No
admission document for the purposes of the AIM Rules or prospectus
or offering document is required to be published, or has been or
will be published, in relation to the Placing or the Placing
Shares. A shareholder circular containing details of the Placing
and convening the general meeting to approve the resolutions
required to effect the Placing will be sent to shareholders as soon
as practicable following close of the Bookbuild. It is expected
that the general meeting will be held on or around 22 June
2017.
The Company will instruct The Bank of New York Mellon as
depositary of its Ordinary Shares not to accept any of the Ordinary
Shares for deposit into the Company's deposit facility and issue of
respective American Depositary Shares for 40 days after the later
of the commencement of the Placing and the closing of the
Placing.
4. Placing conditions
Under the terms of the Placing Agreement, Peel Hunt and
Northland have severally agreed to use their reasonable endeavours
as the Company's agents to procure subscribers for Placing Shares
at the Placing Price.
The Placing is conditional on (i) the passing of the resolutions
at the general meeting to be held on or around 22 June 2017, (ii)
the obligations of the Managers under the Placing Agreement not
being terminated in accordance with its terms, (iii) Admission
taking place not later than 8.00 a.m. on 23 June 2017, and (iv) the
obligations of the Company under the Placing Agreement having
become unconditional in all other respects by 23 June 2017 or such
later time or date as Peel Hunt may agree with the Company (being
not later than 8.00 a.m. on 7 July 2017 ("the Long Stop Date")).
Peel Hunt reserves the right to waive or extend the time and/or
date for the fulfilment of any of the conditions in the Placing
Agreement to the Long Stop Date. If any condition to the Placing is
not fulfilled or waived by Peel Hunt by the relevant time, the
Placing will lapse and your rights and obligations in respect of
the Placing will cease and terminate at such time.
The obligations of the Managers under the Placing Agreement may
be terminated prior to Admission in certain circumstances
including, among other things, a material breach of the Placing
Agreement by the Company, in the event of a failure by the Company
to comply in any material respect with any of its obligations under
the Placing Agreement, in the case of certain force majeure events
or in the event of a material adverse change in relation to the
Group or the financial markets. The exercise of any right of
termination under the Placing Agreement, any waiver of any
condition or other provision in the Placing Agreement and any
decision by Peel Hunt on whether or not to extend the time for
satisfaction of any condition in, or grant any other indulgence
under, the Placing Agreement are within the absolute discretion of
Peel Hunt. Neither Peel Hunt nor Northland will have any liability
to you or to anyone else in respect of any such termination,
waiver, extension or grant of indulgence or any decision to
exercise or not to exercise any such right of termination, waiver
or extension.
During 40 days after the later of the commencement of the
Placing and the closing of the Placing, the Placing Shares may not
be offered, sold or delivered within the United States or to, or
for the account or benefit of, U.S. persons (other than Placing
Shares sold pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act)
and an offer or sale of the Placing Shares within the United States
during this period by any dealer (whether or not participating in
the Placing) may violate the registration requirements of the
Securities Act, if such offer or sale is made otherwise than
pursuant to an exemption from, on in a transaction not subject to,
the registration requirements of the Securities Act. Terms used in
this paragraph have the respective meanings given to them by
Regulation S under the Securities Act.
5. Placees' warranties and undertakings
By communicating a bid to Peel Hunt or Northland under the
Bookbuild you will irrevocably acknowledge and confirm and warrant
and undertake to, and agree with, each of the Company, and Peel
Hunt and Northland (in their capacity as placing agents), in each
case as a fundamental term of your application for Placing Shares,
of the Company's obligation to allot and/or issue any Placing
Shares to you or at your direction, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
Announcement and will not be subject to rescission or termination
by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than by the Company as included in this Announcement or to
the effect that the Company is not now in breach of its obligations
under the London Stock Exchange's AIM Rules for Companies or other
law and regulation applicable to it to disclose publicly in the
correct manner all such information as is required to be so
disclosed by the Company;
(e) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(f) you are not a client of either Peel Hunt or Northland in
relation to the Placing and Peel Hunt and Northland (as applicable)
are not acting for you in connection with the Placing and will not
be responsible to you in respect of the Placing for providing
protections afforded to their clients;
(g) you have not been, and will not be, given any warranty or
representation by any Peel Hunt Person or Northland Person in
relation to any Placing Shares, the Company or any other member of
its Group and no Peel Hunt Person or Northland Person will have any
liability to you for any information contained in this Announcement
or which has otherwise been published by the Company or for any
decision by you to participate in the Placing based on any such
information or on any other information provided to you;
(h) you are making the commitment to subscribe for Placing
Shares solely on the basis of publicly available information;
(i) you will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with Peel Hunt or
Northland (as applicable) or put in place with Peel Hunt or
Northland (as applicable) with its agreement;
(j) you are permitted to subscribe for Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007) and have obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and you will provide
promptly to Peel Hunt and Northland (as applicable) such evidence,
if any, as to the identity or location or legal status of any
person which Peel Hunt or Northland (as applicable) may request
from you (for the purpose of its complying with any such laws or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by Peel Hunt or Northland (as applicable) on the basis
that any failure by you to do so may result in the number of
Placing Shares that are to be allotted and/or issued to you or at
your direction pursuant to the Placing being reduced to such
number, or to nil, as Peel Hunt or Northland (as applicable) may
decide in their discretion;
(k) you have complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (as
amended) ("FSMA") with respect to anything done or to be done by
you in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and you have not made or communicated
or caused to be made or communicated, and you will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(l) you are a Relevant Person, as defined above;
(m) either:
(A) you are acting as principal only in respect of the Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or Peel Hunt and/or Northland for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "Qualified Investor" as defined at Article 2(1)(e)(i) of the Prospectus Directive) and you are both acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) a person falling within either Article 19(5) or Article 49(2) of the Order and that he has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other
offers of transferable securities on his behalf without reference to him; or
(B) in the case of Invesco Asset Management Limited (or otherwise if expressly agreed to be applicable to you when communicating your bid to Peel Hunt or Northland) (i) you are acting at all times as agent for an on behalf of certain discretionary managed clients (the "Funds") and you are duly authorised to do so, (ii) you are not liable as principal to the Company and/or Peel Hunt and/or Northland for the performance of the obligations of your Funds in respect of the Placing, (iii) you are both an "authorised person" for the purposes of FSMA and a "Qualified Investor" as defined at Article 2(1)(e)(i) of the Prospectus Directive) and (iv) each Fund is either (1) a Qualified Investor or (2) a person falling within either Article 19(5) or Article 49(2) of the Order and that he has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;
(n) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or its ordinary shares in accordance with
FSMA, the UK Prospectus Rules or the Prospectus Directive or in
accordance with any other laws applicable in any part of the
European Union or the European Economic Area;
(o) you will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or Peel Hunt or
Northland to contravene any such legislation in any respect;
(p) you are not, and are not acting in relation to the Placing
as nominee or agent for, a person who is or may be liable to stamp
duty or stamp duty reserve tax in respect of any agreement to
acquire (or any acquisition of) shares or other securities at a
rate in excess of 0.5% (including, without limitation, under
sections 67, 70, 93 or 96 of the Finance Act 1986 concerning
depositary receipts and clearance services), and the allocation,
allotment, issue and/or delivery to you, or any person specified by
you for registration as holder, of Placing Shares will not give
rise to a liability under any such section, (ii) the person whom
you specify for registration as holder of Placing Shares will be
the Placee or the Placee's nominee, and (iii) neither Peel Hunt,
Northland nor the Company will be responsible to you or anyone else
for any liability to pay stamp duty or stamp duty reserve tax
resulting from any breach of, or non-compliance, with this
paragraph;
(q) unless paragraph (m) (above) applies, you have neither
received nor relied on any 'inside information' (for the purposes
of the EU Market Abuse Regulation (2014/596/EU) ("MAR") and section
56 of the Criminal Justice Act 1993) concerning the Company in
accepting this invitation to participate in the Placing;
(r) if you have received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, you confirm that you
have received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and you have not: (i) dealt (or attempted to deal) in
the securities of the Company; (ii) encouraged, recommended or
induced another person to deal in the securities of the Company; or
(iii) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
(s) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US
Securities Act of 1933, as amended) (i) none of the Placing Shares
have been or will be registered under that Act or under the
securities laws of any State of or other jurisdiction within the
United States, (ii) subject to certain exceptions, no Placing
Shares may be offered or sold, resold, or delivered, directly or
indirectly, into or within the United States or to, or for the
account or benefit of, any US person, (iii) you are (and any such
account for which you are acting is) (unless otherwise expressly
agreed with Peel Hunt) either (a) a QIB, who will execute and
return a representation letter to that effect to the Company and
Peel Hunt prior to Admission; or (b) are not within the United
States and are not a US person and will be acquiring Placing Shares
in an "offshore transaction", (iv) you have not offered, sold or
delivered and will not offer sell or deliver any of the Placing
Shares to US Persons or persons located within the United States,
directly or indirectly, (v) neither you, your affiliates, nor any
persons acting on your behalf, have engaged or will engage in any
directed selling efforts with respect to the Placing Shares, (vi)
you will not be subscribing Placing Shares with a view to resale in
or into the United States, and (vii) you will not distribute this
announcement or any offering material relating to Placing Shares,
directly or indirectly, in or into the United States or to any
persons resident in the United States;
(t) (i) you are not and, if different, the intended beneficial
owner of the Placing Shares allocated to you is not and at the time
the Placing Shares are acquired will not be, a resident of
Australia, Canada, Japan or the Republic of South Africa, and (ii)
the Placing Shares have not been and will not be registered under
the securities legislation of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
(u) time is of essence as regards your obligations under this Appendix;
(v) this Appendix and any contract which may be entered into
between (i) you and Peel Hunt and/or the Company pursuant to this
Appendix or the Placing or (ii) you and Northland and/or the
Company pursuant to this Appendix or the Placing, and all
non-contractual obligations arising between you, the Company and
Peel Hunt and/or Northland in respect of the Placing, will be
governed by and construed in accordance with the laws of England,
for which purpose you submit (for yourself and on behalf of any
person on whose behalf you are acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute,
or matter arising out of or relating to this Appendix or such
contract, except that each of the Company, Peel Hunt and Northland
will have the right to bring enforcement proceedings in respect of
any judgment obtained against you in the English courts or in the
courts of any other relevant jurisdiction;
(w) each right or remedy of the Company, the Peel Hunt or
Northland provided for in this Appendix is in addition to any other
right or remedy which is available to such person and the exercise
of any such right or remedy in whole or in part will not preclude
the subsequent exercise of any such right or remedy;
(x) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to Peel Hunt and/or Northland (as
applicable);
(y) none of your rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of your obligations in respect of the Placing;
(z) that the exercise by Peel Hunt and/or Northland of any right
of termination or any right of waiver exercisable by Peel Hunt or
Northland contained in the Placing Agreement or the exercise of any
discretion including (without limitation) the right not to enter
into the Placing Agreement is within the absolute discretion of the
Managers and the Managers will not have any liability to you
whatsoever in connection with any decision to exercise or not
exercise any such rights. You acknowledge that if (i) any of the
conditions in the Placing Agreement are not satisfied (or, where
relevant, waived); or (ii) the Placing Agreement is terminated; or
(iii) the Placing Agreement does not otherwise become unconditional
in all respects, the Placing will lapse and your rights and
obligations in respect of the Placing will cease and terminate at
such time and you will not make any claim in respect thereof;
(aa) you have not engaged in any hedging activities relating to
the Placing Shares in anticipation of the Placing; and
(bb) during 40 days after the later of the commencement of the
Placing and the closing of the Placing: (i) you will not engage in
any hedging activities relating to the Placing Shares; and (ii) you
will not deposit any Placing Shares into any depositary facility
for the Company's shares established or maintained by any
depositary bank.
6. Payment default
Your entitlement to receive any Placing Shares will be
conditional on the receipt by Peel Hunt or Northland (as
applicable) of payment in full for such shares by the relevant time
to be stated in the written confirmation referred to above, or by
such later time and date as Peel Hunt or Northland (as applicable)
may decide, and otherwise in accordance with that confirmation's
terms. Peel Hunt or Northland (as applicable) may waive such
condition, and will not be liable to you for any decision to waive
or not to waive such condition.
If you fail to make such payment by the required time for any
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the fullest
extent permitted under its constitution or by law and to the extent
that you then have any interest in or rights in respect of any such
shares, (3) the Company, Peel Hunt or Northland may sell (and each
of them is irrevocably authorised by you to do so) all or any of
such shares on your behalf and then retain from the proceeds, for
the account and benefit of the Company or, where applicable, Peel
Hunt or Northland (i) any amount up to the total amount due to it
as, or in respect of, subscription monies, or as interest on such
monies, for any Placing Shares and (ii) any amount required to
cover dealing costs and/or commissions necessarily or reasonably
incurred by it in respect of such sale and (4) you will remain
liable to the Company, to Peel Hunt and to Northland (as
applicable) for the full amount of any losses and of any costs
which it may suffer or incur as a result of (i) it not receiving
payment in full for such Placing Shares by the required time,
and/or (ii) the sale of any such Placing Shares to any other person
at whatever price and on whatever terms are actually obtained for
such sale by or for it. Interest may be charged in respect of
payments not received by Peel Hunt or Northland for value by the
required time referred to above at the rate of two percentage
points above the base rate of Barclays Bank plc. For the avoidance
of doubt, nothing in these terms and conditions is intended to
create any liability as principal for Invesco Asset Management
Limited (or otherwise if paragraph 5(m)(B) applies to you), nor any
joint and several liability between any Funds. Any liabilities of a
Fund incurred hereunder shall be limited to the property of that
Fund and under no circumstances shall there be recourse to the
assets of any other Fund(s) in respect of those liabilities.
7. Overseas jurisdictions
The distribution of this Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Qualified Investors and other Relevant Persons
(as defined above) who seek to participate in the Placing must
inform themselves about and observe any such restrictions. In
particular, this Announcement does not constitute or form part of
any offer or invitation, nor a solicitation of any offer or
invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in ordinary shares in the United States, Australia,
Canada, Japan or the Republic of South Africa or in any other
jurisdiction in which, or in circumstances in which, any such
offer, invitation or solicitation is or would be unlawful. The
Placing Shares have not been and will not be registered under the
US Securities Act of 1933, as amended, or under the securities laws
of any State or other jurisdiction within the United States, and,
subject to certain exceptions, may not be offered or sold, resold
or delivered, directly or indirectly, in or into the United States,
or to, or for the account or benefit of, any US Persons (as defined
in Regulation S under that Act). No public offering of the Placing
Shares is being or will be made in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEASKAELAXEEF
(END) Dow Jones Newswires
June 02, 2017 02:00 ET (06:00 GMT)
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