THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF PREMAITHA HEALTH PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 (“MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
28 September 2018
Premaitha Health PLC
(“Premaitha”, the “Company” or, together with its subsidiaries, the “Group”)
Proposed fundraise to raise approximately £2.5 million
● Placing and Subscription to raise approximately £2.5million (before expenses) at a price of 10 pence per Ordinary Share (the “Placing Price“)
● Placing being conducted via an accelerated bookbuild which will open with immediate effect following this Announcement
● Placing Price represents a discount of 19 per cent. to the closing mid-market price as at 27 September 2018
● The Placing will comprise two separate tranches of Placing Shares
● First Tranche Shares to be allotted on 4 October 2018 and the Second Tranche Shares to be allotted on 25 October 2018 (the “First Tranche Shares” and the “Second Tranche Shares” being together the “Placing Shares”). All of the Subscription Shares will be subscribed for to coincide with the timing of the Second Tranche
● Further details of the Placing and the Subscription are set out in the Appendix to this Announcement
Premaitha Health plc (AIM: NIPT), a leading international molecular diagnostics group focused on non-invasive prenatal testing (“NIPT”), today announces its intention to conduct an accelerated bookbuild (the “Bookbuild”) to raise gross proceeds of approximately £2.5m million by way of a First Tranche and the Second Tranche (the First Tranche and the Second Tranche being, together, the “Placing”) of ordinary shares of 0.1 pence each in the capital of the Company (“Ordinary Shares”). In conjunction with the Placing, certain Directors have conditionally agreed, pursuant to subscription letters (the “Subscription Letters”), to subscribe (the “Subscription”) for 8,000,000 new Ordinary Shares at the Placing Price (the “Subscription Shares” and the “Placing Shares” being, together with the Subscription Shares, being the “New Ordinary Shares”). The Placing and the Subscription (being together the “Fundraise”) will raise approximately £2.5 million (before expenses).
The Placing is being made available to institutional investors in the UK and Europe only and it is not being made available to the public.
Premaitha has entered into a placing agreement with finnCap and Cairn (the “Placing Agreement”). finnCap is acting as sole bookrunner in relation to the Placing.
The Bookbuild will open with immediate effect following the release of this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and the allocations are at the discretion of the Company and finnCap, and a further announcement confirming these details is expected to be made in due course.
Use of Proceeds
The Directors believe that it is prudent for the Company to seek further capital at this time. The net proceeds will be used to finance the settlement with Illumina and general working capital requirements.
The Directors believe the Fundraising to be the most appropriate way to raise the capital necessary to meet the Company’s future requirements. As detailed in the results to 31 March 2018, announced earlier today, at the balance sheet date, the Company held cash and cash equivalents of approximately £0.3m, and had borrowings of £12.1m.
Current Trading and Outlook
As highlighted in the final results announced earlier today, Premaitha has made good progress in the first half of 2018. Trading remains robust and in line with management expectations. The Company is seeing strong demand for its products from new customers and the Board is pleased to see further growth in its revenues.
Prenatal screening for conditions such as Down’s syndrome is an established clinical practice, but inaccurate test results cause clinical problems. In recent years, there has been a major improvement in test performance through the introduction of NIPT, which is over 99% accurate. NIPT has created a significant diagnostic market in the vanguard of a genetic testing revolution, enabled by powerful DNA sequencing technology and complemented by the Group’s high levels of service, product quality and bioinformatics.
With the patent infringement litigation by Illumina now settled, the Company now has the opportunity to operate in countries where Illumina holds rights to relevant patents. This along with the ever increasing prevalence of NIPT testing in prenatal screening and the completion of a successful Fundraise, Premaitha’s future looks set to be positive.
Details of the Fundraise
The Placing is subject to the terms and conditions set out in the appendix (the “Appendix”) to this Announcement.
The Placing Price of 10 pence per share represents a discount of approximately 19 per cent. to the closing mid-market price of 11.9 pence on 27 September 2018, being the latest practicable date prior to the publication of this Announcement.
The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The First Tranche is conditional, amongst other things, on the following:
i. the Placing Agreement not being terminated prior to Admission of the First Tranche Shares and being otherwise unconditional in all respects;
ii. the Subscription Letters having been entered into; and
iii. Admission of the First Tranche Shares becoming effective on or before 8.00 a.m. on 4 October 2018 (or such later date and/or time as finnCap and the Company may agree, being no later than 15 October 2018).
The Second Tranche is conditional, amongst other things, on the following:
i. the Placing Agreement not being terminated prior to Admission of the Second Tranche Shares and being otherwise unconditional in all respects;
ii. the Subscription not being terminated prior to Admission and being otherwise unconditional in all respects (save in respect of Admission of the Subscription Shares); and
iii. admission of the Second Tranche Shares and the Subscription Shares becoming effective on or before 8.00 a.m. on 25 October 2018, being the day of the (or such later date and/or time as finnCap and the Company may agree, being no later than 5 November 2018).
Related Party Transaction
The following Directors intend to subscribe for new Ordinary Shares, pursuant to the Subscription:
|Director||Ordinary Shares held prior to the completion of the Fundraise||Subscription shares subscribed for||Ordinary Shares held after completion of the Fundraise|
|Dr Bill Chang||51,717,107||7,000,000||58,717,107|
|Dr Stephen Little||2,772,727||250,000||3,022,727|
The independent Directors, being Nicholas Mustoe, Barry Hextall, Keng Hsu and Peter Collins, having consulted with Cairn, considers that the intended participation of the above Directors in the Subscription is fair and reasonable insofar as Shareholders are concerned.
The Appendix sets out further information relating to the Placing and the terms and conditions of the Placing.
Premaitha Health plc
Lyn Rees, Chief Executive Office
Barry Hextall, Chief Financial Officer
Joanne Cross, Head of Marketing
Tel: +44 (0)161 667 6865
Cairn Financial Advisers LLP (Nomad)
Liam Murray / James Caithie
Tel: +44 (0)20 7213 0880
Geoff Nash / Matthew Radley (Corporate Finance)
Tim Redfern (Corporate Broking)
Tel: +44 (0)20 7220 0500
Ben Simons / Fiona Henson / Antonia Pollock
Tel: +44 (0)20 7390 0234
Premaitha is an international molecular diagnostics group which uses the latest advances in DNA analysis technology to develop safer, faster and regulatory approved genetic screening tests. The Group’s primary focus is on non-invasive prenatal tests (NIPT) for pregnant women – an emerging, multi-billion dollar global market.
Premaitha’s IONA® test was launched in 2015 as the first CE-IVD NIPT test in Europe. It enables laboratories and healthcare practitioners to offer a complete CE-marked NIPT system in-house. The IONA® test is performed on a maternal blood sample – which contains traces of placental DNA – and estimates the risk of a fetus being affected with Down’s syndrome or other genetic conditions.
Unlike existing prenatal screening methods, due to its high level of accuracy, the IONA® test can significantly reduce the number of women subjected to unnecessary invasive follow up diagnostic procedures, such as amniocentesis, which are costly, resource intensive and carry a risk of miscarriage.
In March 2017, Premaitha acquired Yourgene Bioscience, a specialist next generation sequencing and bioinformatics company based in Taiwan, with its own NIPT screening test that operates on the same Thermo Fisher next-generation sequencing platform as Premaitha’s IONA® test. Yourgene brings significant benefits to the Group through expanded market access in Asia – the world’s fastest growing NIPT market – as well as opportunities for cross-selling and the ability to jointly develop expanded test content both within NIPT and beyond.
Premaitha is headquartered in Manchester, England, with Yourgene offices in Taipei and Singapore. Its Ordinary Shares are admitted to trading on AIM. For further information, please visit www.premaitha.com. Follow us on twitter @PremaithaHealth.
Terms defined in this Announcement have the meanings as set out in the end of this Announcement (unless the context otherwise requires).
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in, or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for, any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive 2003/71/EC, as amended from time to time, including by Directive 2010/73/EC to the extent implemented in the relevant member state and includes any relevant implementing directive measure in any member state (the “Prospectus Directive”) from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix I to this Announcement are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive (“Qualified Investors”); and (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 “investments professional” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as “Relevant Persons”). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement may include certain “forward-looking statements” and “forward-looking information” under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include that all required third party regulatory and governmental approvals will be obtained. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions and other risk factors discussed or referred to in this announcement and other documents filed with the applicable securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
finnCap is authorised and regulated by the Financial Conduct Authority (the “FCA”) in the United Kingdom. finnCap is acting exclusively for the Company and no one else in connection with the bookbuilding process and the Placing, and finnCap will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the bookbuilding process or the Placing or any other matters referred to in this Announcement.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap or by any of their respective affiliates, advisers, or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares in the Company and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares in the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on AIM of London Stock Exchange.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this Announcement.
APPENDIX – TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY FINNCAP LTD (THE “BOOKRUNNER” OR “FINNCAP”) WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE “QUALIFIED INVESTORS”, AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE “PROSPECTIVE DIRECTIVE”) AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE “FPO”) OR FALL WITHIN THE DEFINITION OF “HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC” IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE “QUALIFIED INVESTORS” AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. BY ACCEPTING THE TERMS OF THIS DOCUMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The new Ordinary Shares (as defined below) in the capital of the Company that are the subject of the Placing (the “Placing Shares”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States.
This document does not constitute and may not be construed as an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a “Prohibited Jurisdiction”). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by Premaitha plc (the “Company”), the Bookrunner or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this document should seek appropriate advice before taking any action.
Any indication in this document of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
finnCap is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone including each person who is invited to and who chooses to participate in the Placing (a “Placee”) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to herein.
By participating in the Placing, each Placee by making or accepting an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the “Placing Agreement”) with the Bookrunner and Cairn Financial Advisers LLP (as the Company’s nominated adviser) (“Cairn”). Pursuant to the Placing Agreement, the Bookrunner has, subject to the terms set out therein, agreed as agent of the Company to use reasonable endeavours to procure Placees for the Placing Shares (the “Placing”).
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company (“Ordinary Shares”), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for admission to trading
Application will be made to the FCA (as the competent authority for listing) for admission of the Placing Shares to AIM, the market of that name operated by London Stock Exchange plc (“AIM”) (“Admission”). It is expected that Admission of the First Tranche Shares will become effective on or around 8.00 a.m. on 4 October 2018 and that dealings in the First Tranche Shares will commence on that date and in any event no later than 15 October 2018 and that that Admission of the Second Tranche Shares and the Subscription Shares will become effective on or around 8.00 a.m. on 25 October 2018 and that dealings in the Second Tranche Shares and the Subscription Shares will commence on that date and in any event no later than 5 November 2018.
Participation in, and principal terms of, the Placing
finnCap is arranging the Placing as bookrunner and agent of the Company. The Bookrunner and its respective Affiliates (as defined below) are entitled to participate as a Placee.
The placing price will be a single price of 10 pence per new Placing Share (“Placing Price”) and will be payable by all Placees.
The Bookrunner will re-contact and confirm orally to Placees the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. The Bookrunner’s oral confirmation of the size of allocations and each Placee’s oral commitments to accept the same will constitute a legally binding agreement upon each such Placee to subscribe for the number of Placing Shares allocated to the Placee at the Placing Price on the terms and conditions set out in this document and in accordance with the Company’s articles of association and each Placee will be deemed to have read and understood this document (including this Appendix) in its entirety.
The Company (after consultation with the Bookrunner) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Company and the Bookrunner also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The Company reserves the right (upon agreement with the Bookrunner) to reduce or seek to increase the amount to be raised pursuant to the Placing.
To the fullest extent permissible by law, none of the Company, the Bookrunner, nor any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees and advisers (each an “Affiliate”) nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, the Bookrunner, any of their respective Affiliates nor any person acting on their behalf shall have any responsibility or liability (including, to the extent legally permissible, any fiduciary duties), in respect of the Bookrunner’s conduct of the Placing as the Bookrunner and the Company may determine. No commissions will be paid to any Placee or by any Placee in respect of any Placing Shares.
An order placed in relation to the Placing will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner’s, consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee’s obligations will be owed to the Company and to the Bookrunner. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation owed to the Company and the Bookrunner, as agent of the Company, to pay to the relevant Bookrunner (or as the Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placee has agreed to acquire.
Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.
All obligations of the Bookrunner under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing”.
The Placing is expected to close at noon on 1 October 2018. However, the Company may, with the prior approval of the Bookrunner, bring forward or postpone this date.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Bookrunner under the Placing Agreement are conditional, inter alia, on:
- the representations and warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading as of the date of the Placing Agreement and immediately prior to Admission by reference to the facts and circumstances then subsisting;
- the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed or satisfied prior to Admission;
- no matter having arisen before Admission which would give rise to an indemnity claim under the Placing Agreement;
- in the opinion of the Bookrunner (acting in good faith), there shall have been no material adverse change in, inter alia, the business or prospects of the Company or its subsidiary undertakings (the “Group”) since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement) before Admission;
- Admission of the First Tranche Shares occurring not later than 8.00 a.m. on 4 October 2018 or such later time as the Bookrunner may agree in writing with the Company (but in any event not later than 8.00 a.m. on 15 October 2018); and
- Admission of the Second Tranche Shares and the Subscription Shares occurring not later than 8.00 a.m. on 25 October 2018 or such later time as the Bookrunner may agree in writing with the Company (but in any event not later than 8.00 a.m. on 5 November 2018).
If (a) the conditions are not fulfilled (or, to the extent permitted under the Placing Agreement, waived by the Bookrunner), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee’s rights and obligations hereunder shall cease and terminate at such time and no claim may be made by a Placee in respect thereof. Neither the Bookrunner nor any of its respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under “Right to terminate under the Placing Agreement”, and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
The Bookrunner may, at any time before Admission, terminate the Placing Agreement in accordance with its terms by giving notice to the Company and Cairn and after such consultation with the Company as shall be practicable in the circumstances, if, in the opinion of the Bookrunner (acting in good faith), inter alia:
- the Company is in breach of any warranty in the Placing Agreement;
- any warranty in the Placing Agreement would be untrue, inaccurate or misleading if it were to be repeated at any time prior to Admission;
- the Company has failed to comply with any of its obligations under the Placing Agreement;
- a matter or circumstance has arisen which would be likely to give rise to a claim under an indemnity in the Placing Agreement given by the Company in favour of the Bookrunner and Cairn;
- any statement in the Placing Documents (as such term is defined in the Placing Agreement) has become, or an omission in the Placing Documents results in them being, untrue, inaccurate in any material respect or misleading; or
- there has occurred a material adverse change in, inter alia, the business or prospects of the Group which is material in the context of the Placing, Admission or the Group as a whole, which in each case in the opinion of the Bookrunner (acting in good faith) is likely to prejudice the success of the Placing and occurs after the entry into the Placing Agreement.
By participating in the Placing, each Placee agrees with the Bookrunner that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that the Bookrunner need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, the Bookrunner shall have no liability whatsoever to the Placees in connection with any such exercise.
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees’ commitments will be made solely on the basis of the information contained in this document and any Exchange Information (as defined below) publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this document. Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to the Bookrunner and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Company, the Bookrunner (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates or any persons acting on their behalf and none of the Company, the Bookrunner, any of their respective Affiliates nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BN31ZD89) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Bookrunner reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Placees should settle against CREST ID: 601. It is expected that such trade confirmations will be despatched on 1 October 2018 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the Bookrunner.
It is expected that the First Tranche will settle on 4 October and the Second Tranche will settle on 25 October 2018 on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to the Placee on such Placee’s behalf and retain from the proceeds, for the Bookrunner’s own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee’s behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee’s name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Bookrunner nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person acting on such Placee’s behalf):
- represents and warrants that it has read and understood this document in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this document (including this Appendix);
- acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
- agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Bookrunner, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this document and further agrees that the provisions of this document shall survive after completion of the Placing;
- acknowledges that the Placing Shares of the Company will be admitted to AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of London Stock Exchange or the FCA (collectively, the “Exchange Information”) and that the Placee is able to obtain or access the Exchange Information without undue difficulty;
- acknowledges that none of the Company, the Bookrunner, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of the Company, the Bookrunner, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;
- acknowledges that the contents of this Announcement are exclusively the responsibility of the Directors and the Company and that neither the Bookrunner, nor any of its respective Affiliates nor any person acting on its or their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and the Bookrunner, nor any of its respective Affiliate nor any person acting on its or their behalf will be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in this document or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this document and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that the Bookrunner, any of its respective Affiliates or any person acting on its or their behalf may have conducted and none of such persons has made any representations to it, express or implied, with respect thereto. The Placee further represents, warrants and agrees that it is not relying on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing, and in particular, agrees that none of the Company, Cairn nor the Bookrunner, nor any of their respective officers, agents, employees or advisers, will have any liability for any other information or representation. The Placee irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
- acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates, taken as a whole, and the terms of the Placing, including the merits and risks involved;
- if it is a pension fund or investment company, represents and warrants that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
- represents and warrants that it has neither received nor relied on any “inside information” as defined in the Market Abuse Regulation (EU) No 596/2014 (“MAR”), including any confidential price sensitive information concerning the Company, in accepting this invitation to participate in the Placing;
- acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by the Bookrunner, its respective Affiliates or any person acting on their or any of its respective Affiliates’ behalf and understands that (i) neither the Bookrunner, nor any of its respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither the Bookrunner, nor any of its respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) neither the Company, the Bookrunner, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy, adequacy or completeness of such information, whether at the date of publication, the date of this document or otherwise;
- represents and warrants that (i) it (and any person acting on its behalf) is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder (including, without limitation, in the case of any person on whose behalf it is acting, all guarantees, consents and authorities to agree to the terms set out or referred to in this document) and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto; (iii) it has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, the Bookrunner, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
- represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in “offshore transactions” as defined in and pursuant to Regulation S under the Securities Act;
- represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except pursuant to an exemption from registration under the Securities Act;
- represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person, (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or the Bookrunner for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph 14 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
- represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than “qualified investors” as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale;
- represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
- represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this document has not been approved by the Bookrunner in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
- represents and warrants that it is aware of and has complied, and will comply, with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
- represents and warrants that it has complied with its obligations under MAR and, in connection with money laundering and terrorist financing, under the Criminal Justice Act 1993, section 118 of FSMA, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001, the Money Laundering Regulations (2007) (the “Regulations”) and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
- 20. if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business only;
- if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
- represents and warrants that it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client’s behalf without reference to the client, as described in section 86(2) of FSMA;
- represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
- represents and warrants that it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this document on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either Bookrunner may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee’s Placing Shares on its behalf;
- acknowledges that neither the Bookrunner, nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner, and acknowledges that neither the Bookrunner, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Bookrunner’s rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
- undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee’s nominee, as the case may be, (ii) the Bookrunner nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares and it agrees to indemnify on an after-tax basis and hold harmless the Company, the Bookrunner and their respective Affiliates in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Bookrunner which will hold them as settlement agent as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee’s stock account on a delivery versus payment basis;
- acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
- acknowledges that it irrevocably appoints any director of the Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
- represents and warrants that it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be a resident of, or with an address in, or subject to the laws of, any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;
- acknowledges that, in connection with the Placing, the Bookrunner and any of its affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may take up, retain, purchase or sell for its own account such Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Neither the Company nor the Bookrunner intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
- represents and warrants that any person who confirms to the Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises the Bookrunner to notify the Placee’s name to the Company’s registrar, has authority to do so on behalf of the Placee;
- acknowledges that the agreement to settle each Placee’s acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Bookrunner will be responsible. If this is the case, the Placee should take its own advice and notify the Bookrunner accordingly;
- acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this document (including this Appendix);
- acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the relevant Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunner’s money in accordance with the client money rules and will be used by the Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the Bookrunner;
- acknowledges and understands that the Company, the Bookrunner, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements, and it agrees that if any of the representations, warranties, agreements, undertakings and acknowledgements made is no longer accurate, it shall promptly notify the Company and the Bookrunner;
- acknowledges that the basis of allocation will be determined by the Bookrunner at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
- irrevocably authorises the Company and the Bookrunner to produce this document pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and
- that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company’s conduct of the Placing.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Bookrunner, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee’s nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Bookrunner will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that any of the Company and/or the Bookrunner has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this document may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This document has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor the Bookrunner owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Bookrunner and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Bookrunner:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
‘Act’ the Companies Act 2006
‘Admission’ admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules on each date pursuant to the First Tranche and the Second Tranche
‘AIM’ the AIM market operated by London Stock Exchange
‘AIM Rules’ the AIM Rules for Companies whose securities are admitted to trading on AIM as published by London Stock Exchange from time to time
‘Announcement’ the announcement released by the Company 28 September 2018
‘Board’ or ‘Directors’ the board of directors of the Company
‘Cairn’ or ‘Nomad’ Cairn Financial Advisers LLP, the Company’s nominated adviser
‘Company’ or ‘Premaitha’ Premaitha Health plc, a company incorporated in England and Wales with registered number 3971582
‘CREST’ the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form (as defined in the CREST Regulations)
‘CREST Regulations’ the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
‘Directors’ the directors of the Company
‘Existing Ordinary Shares’ the 386,843,523 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM
‘Financial Conduct Authority’ or ‘FCA’ the Financial Conduct Authority
‘finnCap’ and ‘Bookrunner’ finnCap Ltd, a company incorporated in England and Wales with company number 06198898, authorised and regulated by the Financial Conduct Authority
‘First Tranche’ the first tranche of Placing Shares to be issued and settled on 4 October 2018
‘First Tranche Shares’ the new Ordinary Shares, to be allotted and issued pursuant to the First Tranche
‘Group’ the Company and its subsidiary undertakings
‘in certificated form’ the description of a share or security which is not in uncertificated form (that is, not in CREST)
‘Independent Director’ Nicholas Mustoe
‘London Stock Exchange’ London Stock Exchange plc
‘New Ordinary Shares’ the new Ordinary Shares to be issued pursuant to the Placing and the Subscription
‘NIPT’ non-invasive prenatal tests
‘Ordinary Shares’ the ordinary shares of 0.1 pence each in the share capital of the Company
‘Placee’ any one of the Placees
‘Placees’ subscribers for Placing Shares pursuant to the Placing Agreement
‘Placing’ together the First Tranche and the Second Tranche
‘Placing Agreement’ the conditional agreement, dated 28 September 2018, between the Company, Cairn and finnCap relating to the Placing
‘Placing Price’ 10 pence per New Ordinary Share
‘Placing Shares’ new Ordinary Shares to be issued pursuant to the Placing
‘RIS’ Regulatory Information Service
‘Second Tranche’ the second tranche of Placing Shares to be issued and settled by 25 October 2018
‘Second Tranche Shares’ the new Ordinary Shares, to be allotted and issued pursuant to the Second Tranche
‘Shareholder’ a holder of Existing Ordinary Shares
“Subscription” the subscription to be made by certain Directors for 8,000,000 new Ordinary Shares at the Placing Price
“Subscription Shares” the 8,000,000 new Ordinary Shares to be issued pursuant to the Subscription
‘UK’ and ‘United Kingdom’ the United Kingdom of Great Britain and Northern Ireland
‘UK Listing Authority’ the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
‘US’ and ‘ United States’ the United States of America and all of its territories and possessions