Acquisition of PSR Group BV, a specialist orphan drug CRO, for consideration of up to €5.7 million
Placing to raise £2.9 million
- Acquisition moves Ergomed towards leadership in orphan drug development services
- PSR’s specialist orphan drug development business will complement Ergomed’s existing strong expertise in this area
- PSR will expand Ergomed’s services portfolio and geographical coverage
- Acquisition expected to be immediately accretive to earnings
London, UK – 28 September 2017: Ergomed plc (AIM: ERGO) (“Ergomed” or the “Company”), a specialised pharmaceutical services and drug development company, today announces the proposed acquisition of PSR Group BV (“PSR”), an international niche contract research organisation (“CRO”), specialised in orphan drug development (the “Acquisition”). Ergomed has agreed to acquire 100 per cent of the issued share capital of PSR Group BV for a total consideration of up to €5.7 million.
The Company also announces its intention to conduct a placing to raise gross proceeds of £2.9m (the “Placing”) to part-fund the Acquisition through the issue of 1,757,576 new ordinary shares of 1 pence each (the “Placing Shares”) at a price of 165 pence per share (the “Placing Price”). The Placing will be conducted via an accelerated bookbuild.
he Acquisition and Placing are interconditional.
Dr Dan Weng, Chief Executive Officer of Ergomed, said: “This acquisition aligns with the strategy laid out at IPO of seeking to grow our existing, profitable service business both organically and through strategic acquisitions, and specifically of becoming a leader in orphan drug development. We are looking forward to combining PSR’s specialist skills and Ergomed’s global infrastructure to rapidly develop this business based on our combined strengths. PSR has successfully demonstrated its leading capabilities in this area and its addition to the Group complements Ergomed’s existing highly-regarded orphan disease specialism. We welcome PSR’s team and are pleased to increase our capabilities in an under-served and growing area.”
Dr Roger Legtenberg, Chief Executive Officer of PSR Group, added: “PSR welcomes the opportunity to expand its current services portfolio and geographical coverage by leveraging Ergomed’s international reach and complementary services. We will continue to make a significant contribution to the availability of new orphan drug treatments, improving the lives of patients and their families impacted by rare diseases. We look forward to joining the group and contributing to its growth and success.”
Background to the Acquisition
The Acquisition is consistent with Ergomed’s stated strategy to grow its existing, profitable services business both organically and through bolt on acquisitions. Ergomed has particular expertise in the development of orphan drugs as part of its profitable and fast growing CRO offering, which provides a full range of high quality contract research and trial management services across all phases of clinical development. PSR’s extensive expertise in orphan drug development will complement Ergomed’s services and will further strengthen Ergomed’s orphan drug development capability in addition to expanding its current services portfolio.
PSR, established in 1998, and based in the Netherlands, is a specialist orphan drug CRO and recognised as a leading expert in rare diseases. As part of the Acquisition, Ergomed will continue to grow PSR’s global orphan drug development business under the PSR brand and will remain focused on its two divisions: (1) PSR Orphan Experts, which is a leading expert in supporting biotech and pharma companies with their regulatory and clinical development of orphan drugs (c. 75% of revenues); and (2) PSR Pharma Resource, which complements PSR Orphan Experts as a niche staffing provider, focused on orphan drug specialised staff (c. 25% of revenues).
Orphan drug development is a specialist and growing field. Orphan diseases are severe, debilitating or even life-threatening conditions which affect fewer than 1 in 2000 people (EU definition) or fewer than 200,000 people in the US (US definition). Although patient numbers in individual indications are limited, there are a total of 30 million people worldwide suffering from rare diseases. The orphan drug market to target these diseases continues to grow and requires highly specialised providers due to the regulatory, logistical and operational complexities of conducting clinical trials in these indications. Due to their characteristics, combined with the rarity of the diseases, orphan drug clinical studies typically are complex and run in small patient cohorts with potentially faster market entry.
The Acquisition will bring together Ergomed’s global geographical footprint, including its presence in the MENA region, an area which is important for orphan drug development, and PSR’s significant expertise and strong brand. Ergomed believes the combination will have the scale and specialism to compete effectively in the global CRO market.
Ergomed has a track record of successful identification and integration of acquisitions and the Company continues to pursue opportunities to acquire services businesses which are consistent with its strategy of becoming the global leader in pharmacovigilance services, the leading CRO in orphan drug development and to strengthen its CRO network through geographic expansion and / or complementary service offerings.
Acquisition terms and PSR trading history
Under the terms of the sale and purchase agreement (the “Acquisition Agreement”), Ergomed is acquiring 100 per cent of the issued share capital of PSR for an initial consideration of €3.2 million (£2.8 million), with a contingent consideration based on the achievement of EBITDA targets for 2017, 2018 and 2019 of up to an aggregate €2.5 million (£2.2 million). The initial and contingent consideration will both be satisfied partly in cash and partly in new Ergomed ordinary shares. The initial share consideration will be satisfied through the issuance of 323,813 new Ordinary Shares in Ergomed (the “Initial Consideration Shares”) at an issue price of 165 pence per share. The Initial Consideration Shares are subject to a 12 month hard lock-in and 6 month orderly market provision. Admission of the Initial Consideration Shares is expected to take place at 8.00 a.m. on 2 October 2017. The Acquisition is expected to be immediately accretive to Ergomed’s 2017 earnings per share.
The Acquisition is conditional only upon the placing agreement between the Company, Numis and N+1 Singer (the “Placing Agreement”) becoming unconditional and upon Admission (as defined below). The Acquisition Agreement includes warranties and indemnities from certain of the sellers in favour of Ergomed. Claims by Ergomed against such sellers under the warranties and indemnities are subject to certain financial thresholds and caps and also, in the usual way, to matters disclosed by the sellers.
In the year ended 31 December 2016, PSR reported revenue of €4.7 million and adjusted EBITDA of €0.34 million and had net assets at 31 December 2016 of €0.41 million. For the 6 months ended 30 June 2017, PSR reported unaudited revenue of €2.4 million and unaudited EBITDA of €0.26 million.
Details of the Placing
The Placing will open with immediate effect following this Announcement. Numis and N+1 Singer have been appointed as joint bookrunners (the “Bookrunners”) in respect of the Placing. The number of Placing Shares to be placed and the Placing Price have been determined by the Company and the Bookrunners and are fixed. The timing of the closing of the Placing and allocations are at the discretion of the Bookrunners.
Under the terms of the Placing, Ergomed intends to place 1,757,576 new ordinary shares of 1 pence each in the capital of the Company, representing approximately 4.3 per cent of the existing issued ordinary share capital of the Company. Members of the public are not entitled to participate in the Placing. A further announcement confirming the closing of the Placing will be made in due course.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares of 1 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.
The Company has applied for the Placing Shares to be admitted to trading on AIM (the admission of the Initial Consideration Shares and the Placing Shares together, “Admission”). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00 a.m. on 2 October 2017. Following Admission, the total number of Ordinary Shares in the Company will be 42,680,813. The Company holds no treasury shares and therefore the total number of voting rights is 42,680,813.
The Placing is conditional upon, inter alia, Admission becoming effective and the Acquisition Agreement having become unconditional (save as to Admission). The Placing is also conditional upon the Placing Agreement becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of the Announcement).
By choosing to participate in the Placing and by making a verbal offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in the Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement.
Current trading and outlook
The Company announced its unaudited results for the six month period ending 30 June 2017 on 18 September 2017. This contained an update on current trading and outlook. In addition, the Company is having exploratory discussions with other potential acquisition targets. There can of course be no guarantee as to whether these exploratory discussions progress.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
|Ergomed plc||Tel: +44 (0) 1483 503205|
|Dan Weng (Chief Executive Officer)|
|Stephen Stamp (Chief Financial Officer)|
|Numis Securities Limited||Tel: +44 (0) 20 7260 1000|
|Michael Meade / Freddie Barnfield (Nominated Adviser)|
|James Black (Joint Broker)|
|N+1 Singer||Tel: +44 (0) 20 7496 3000|
|Alex Price / Michael Taylor (Joint Broker)|
|Consilium Strategic Communications – for UK enquiries||Tel: +44 (0) 20 3709 5700|
|Chris Gardner / Mary-Jane Elliott|
Ivar Milligan / Philippa Gardner
|MC Services – for Continental European enquiries||Tel: +49 211 5292 5222|
Ergomed provides specialist services to the pharmaceutical industry and develops drugs both wholly-owned and through partnerships. Ergomed’s fast-growing, profitable service offering spans all phases of clinical development and post-approval pharmacovigilance and medical information. Drawing on more than 20 years of expertise in drug development, Ergomed is also building a growing portfolio of drug development partnerships and programmes, including wholly-owned proprietary products for the treatment of surgical bleeding. For further information, visit:http://ergomedplc.com
PSR, established in 1998, is a full service specialist orphan drug CRO and recognised as a leading expert in the rare disease niche. PSR specialises in running complex orphan drug development programs requiring innovative regulatory and clinical approaches as well as pricing and reimbursement strategies. Besides outsourced project solutions, PSR provides insourced staffing solutions (orphan drug teams), temporary & permanent staffing, interim management solutions as well as training / coaching career programs.
PSR’s dedication to the rare disease landscape is exemplified by an extensive track record of orphan drug projects in a wide range of therapeutic areas, its continued efforts to achieve true patient centricity and its societal commitments by participation in fundraising activities and public-private partnerships. For further information, visit: http://www.psr-group.com.
Each of Numis Securities Limited and Nplus1 Singer Advisory LLP, both of which are regulated in the UK by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Placing, and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to their respective clients nor for providing advice in relation to the contents of this Announcement or any matter, transaction or arrangement referred to in it.
This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”) which reflect various assumptions concerning anticipated results taken from the Company’s current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms “anticipates”, “target”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should” or “will”, or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE “ANNOUNCEMENT”) AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA (“QUALIFIED INVESTORS“) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE; AND IN THE UNITED KINGDOM AT QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER“); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS“). THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE, ACQUISITION OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THE ANNOUNCEMENT IS NOT AN OFFER FOR SALE, ACQUISITION OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Persons who 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, or acquire as allottee, Placing Shares (the “Placees“), will be deemed to have read and understood this Announcement, including this Appendix, 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. In particular, each Placee represents, warrants and acknowledges that:
- it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
- in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area (“EEA“) which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis and N+1 Singer has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and
- (a) it is not (i) in the United States and (ii) acting for the account or benefit of a person in the United States, or (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an “offshore transaction” meeting the requirements of Regulation S under the Securities Act; and
- it is not, and is not acting for the account or benefit of a person who is, a national of Canada, Australia, Japan or the Republic of South Africa.
The Company, Numis and N+1 Singer will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement has been prepared and issued by the Company and is and will be 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 Numis, N+1 Singer or any of their respective directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee’s behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.
No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Placing Shares. Accordingly, subject to certain exceptions, the Placing Shares may not, directly or indirectly, be offered or sold within Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or offered or sold to a resident of Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. The Placing Shares to be subscribed or acquired in the Placing have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended.
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.
Numis and N+1 Singer have entered into the Placing Agreement with the Company. Pursuant to the Placing Agreement, each of Numis and N+1 Singer has undertaken, subject to the terms set out therein, to use its reasonable endeavours, as agent of the Company, to procure subscribers for the Cash Placing Shares and persons to acquire, as allottees, the Vendor Placing Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid and will rank pari passu in all respects with each other and with the existing 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.
The Placing will be conducted by way of a Bookbuild. Numis and N+1 Singer will today commence the Bookbuild in respect of the Placing in order to determine demand for the Placing Shares and participation in the Placing by Placees at the Placing Price.
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement and the Placing Agreement. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Numis, N+1 Singer and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its sole discretion, determine.
Numis, N+1 Singer and the Company reserve the right to scale back the number of Placing Shares to be allotted to any Placee in the event of an oversubscription under the Placing. Numis, N+1 Singer and the Company also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to Numis, on the Company’s behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in this Appendix. Each Placee’s obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and Numis or N+1 Singer (as applicable). Each Placee will be deemed to have read this Appendix in its entirety.
None of Numis, N+1 Singer or any respective 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 (each an “Affiliate“) will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.
APPLICATION FOR ADMISSION
Application has been made to AIM for admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective on or around 8.00 a.m. on 2 October 2017 and that dealings in the Placing Shares will commence at that time.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Numis and N+1 Singer (whether through themselves or any of their respective Affiliates) are each arranging the Placing as joint brokers to the Company for the purpose of using their respective reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis or N+1 Singer. Numis, N+1 Singer and their respective Affiliates may participate in the Placing and Bookbuild as principal(s).
Completion of the Bookbuild will be determined by Numis and N+1 Singer in their absolute discretion. A further announcement detailing the number of Placing Shares to be issued shall be made on a Regulatory Information Service as soon as is practicable following the completion of the Bookbuild.
To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at Numis or N+1 Singer. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or acquire at the Placing Price, being 165 pence per Placing Share. Bids may be scaled down by Numis or N+1 Singer on the basis referred to below.
The Bookbuild is expected to close no later than 4.30 pm on 28 September 2017 but may be closed earlier or later at the discretion of Numis and N+1 Singer. Numis and N+1 Singer may, with the Company’s written agreement, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. The final allocations of the Placing Shares (including as to the identity of the Placees and the number of Placing Shares allocated to each Placee at the Placing Price) shall be determined by Numis and N+1 Singer in their absolute discretion.
Each Placee which confirms its agreement to Numis or N+1 Singer (or applicable) (whether orally or in writing) to subscribe for or acquire Placing Shares hereby agrees with Numis and N+1 Singer that it will be bound by these terms and conditions and will be deemed to have irrevocably accepted them.
Each Placee’s allocation will be confirmed to Placees orally or in writing by Numis or N+1 Singer (as applicable), and a trade confirmation or contract note will be despatched as soon as practicable thereafter. The confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Numis or N+1 Singer (as applicable) and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on these terms and conditions and in accordance with the Articles.
Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”. Numis will be acting as sole settlement bank.
All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to terminate under the Placing Agreement”.
By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. Each Placee’s obligations will be owed to the Company, and to Numis or N+1 Singer (as applicable). Following the oral or written confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis or N+1 Singer (as applicable) as agent of the Company and to the Company, to pay to Numis) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. Numis and N+1 Singer may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Numis and N+1 Singer may also, notwithstanding the above, but subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company, Numis and N+1 Singer acting together reserve the right not to accept bids or to accept bids in part rather than in whole.
To the fullest extent permissible by law, none of Numis, N+1 Singer, any of their respective Affiliates, and 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).
Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that Numis and N+1 Singer shall have no liability to the Placees for the failure of the Company to fulfil those obligations.
All obligations of Numis and N+1 Singer under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing”.
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 Numis and N+1 Singer under the Placing Agreement are conditional, inter alia, on:
(a) the Acquisition Agreement (i) not having been terminated or materially varied or amended and (ii) having become unconditional in all respects, save for any condition relating to the Placing Agreement becoming unconditional in accordance with its terms (including, for the avoidance of doubt, Admission);
(b) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
(c) the Placing Agreement not having been terminated prior to completion of the Placing; and
(d) Admission occurring not later than 8.00 a.m. on 2 October 2017 or such later time as Numis (after consultation with N+1 Singer) may agree in writing with the Company (but in any event not later than 8.00 a.m. on 9 October 2017).
If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Numis and N+1 Singer), 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 determine at such time and no claim may be made by a Placee in respect thereof. None of Numis, N+1 Singer or the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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.
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
Numis and/or N+1 Singer may at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:
(a) it comes to the knowledge of Numis or N+1 Singer that any of the warranties given by the Company under the Placing Agreement was untrue, inaccurate or misleading in any respect; or
(b) it comes to the notice of Numis or N+1 Singer that any statement contained in this Announcement is or has become untrue, incorrect or misleading in any respect or there has been an omission therefrom; or
(c) it comes to the notice of Numis or N+1 Singer that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company; or
(d) the Company shall fail to comply with any of its obligations under the Placing Agreement, as applicable; or
(e) in the opinion of either Numis and/or N+1 Singer, any material adverse change, or any development reasonably likely to involve a material adverse change, has occurred in the financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole and including PSR).
By participating in the Placing, each Placee agrees with Numis and N+1 Singer that the exercise by Numis and/or N+1 Singer of any right of termination or other discretion under the Placing Agreement shall be within their absolute discretion without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Numis and N+1 Singer shall not have any 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 information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules). 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 Numis and N+1 Singer and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Numis and N+1 Singer(other than the amount of the relevant Placing participation in the oral or written confirmation given to Placees and the trade confirmation or contract note referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of Numis or N+1 Singer, any of their respective Affiliates, any persons acting on their behalf, nor the Company 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 to and agrees with each of Numis and N+1 Singer (in each case for itself and as agent for the Company) that, except in relation to the information contained in this document, 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 will solely be through Numis against CREST ID: 600 (Numis Nominees Limited).
Settlement of transactions in the Placing Shares (ISIN GB00BN7ZCY67) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Numis and N+1 Singer reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if 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.
It is expected that settlement will take place on or about 2 October 2017 in CREST in accordance with the instructions set out in the conditional trade confirmation or contract note.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. It is expected that such trade confirmation or contract note will be despatched on 28 September 2017. 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 Numis.
It is expected that settlement will be on 2 October 2017 on a DVP basis in accordance with the instructions set out in the trade confirmation or contract note unless otherwise notified by Numis.
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, Numis or N+1 Singer (as applicable) may sell any or all of the Placing Shares allocated to the Placee on such Placee’s behalf and retain from the proceeds, for Numis’ or N+1 Singer’s (as applicable) 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) 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 or contract note 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, none of Numis, N+1 Singer or 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 receiving this document, each Placee and, to the extent applicable, any person confirming his agreement to participate in the Bookbuild and to acquire Placing Shares on behalf of a Placee or authorising Numis and N+1 Singer (as applicable) to notify a Placee’s name to the Company’s registrar, Share Registrars Limited, (in this Appendix, the “Registrar“), is deemed to acknowledge, agree, undertake, represent and warrant to each of Numis,N+1 Singer, the Registrar and the Company that:
(a) the Placee has read this document in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Placee agrees that these terms and conditions and the trade confirmation or contract note issued by Numis or N+1 Singer (as applicable) to such Placee represent the whole and only agreement between the Placee, Numis or N+1 Singer (as applicable) and the Company in relation to the Placee’s participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company, N+1 Singer and Numis nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(b) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee’s agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;
(c) none of Numis, N+1 Singer nor any Affiliate of Numis or N+1 Singer acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this document or any supplementary admission document (as the case may be) or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this document or otherwise;
(d) the Placee has not relied on Numis, N+1 Singer or any Affiliate of Numis or N+1 Singer in connection with any investigation of the accuracy of any information contained in this document or their investment decision;
(e) in agreeing to acquire or subscribe for Placing Shares under the Placing, the Placee is relying on this document or any supplementary announcement concerning the Placing (as the case may be) and not on any other information or representation concerning the Group, the Target, the Placing or the Placing Shares. Such Placee agrees that none of the Company, Numis or N+1 Singer nor their respective Affiliates will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(f) save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Numis nor N+1 Singer, nor any of their respective Affiliates shall be liable to a Placee for any matter arising out of the role of Numis and N+1 Singer as the Company’s nominated adviser and/or broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against Numis and N+1 Singer and any of its directors and employees which a Placee may have in respect thereof;
(g) the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee’s agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee’s rights and obligations under the Placee’s agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;
(h) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under, the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee’s entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;
(i) it understands that no action has been or will be taken in any jurisdiction by the Company, Numis or N+1 Singer or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this document, in any country or jurisdiction where action for that purpose is required; and that, if the Placee is in a member state of the European Economic Area which has implemented the Prospectus Directive (“Relevant Member State“), it is (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of (a) a total balance sheet of more than €20,000,000; (b) an annual net turnover of more than €40,000,000; or (c) an average number of employees more than 250; in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of any Placing Shares acquired by a Placee as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive either:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive or in circumstances in which the prior consent of Numis or N+1 Singer (if applicable) has been given to the placing or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the placing of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
(j) to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this document and acknowledges and agrees to comply with the selling restrictions set out in this document;
(k) the Ordinary Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;
(l) the Placee is not a person located in the United States and is eligible to participate in an “offshore transaction” as defined in and in accordance with Regulation S of the Securities Act and the Placing Shares were not offered to such Placee by means of “directed selling efforts” as defined in Regulation S of the Securities Act;
(m) it is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;
(n) the Company is not obliged to file any registration statement in respect of resales of the Placing Shares in the United States with the U.S. Securities and Exchange Commission or with any state securities administrator;
(o) the Company, and any registrar or transfer agent or other agent of the Company (including the Registrar), will not be required to accept the registration of transfer of any Placing Shares acquired by the Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;
(p) the Placee invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;
(q) the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person’s investment objectives and financial requirements;
(r) the Placee or, where the Placee is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;
(s) there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;
(t) the Placee is not a resident of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;
(u) the Placee is 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 it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;
(v) in the case of a person who confirms to Numis or N+1 Singer (if applicable) on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises Numis or N+1 Singer(if applicable) to notify such Placee’s name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Placee;
(w) the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and any other applicable law concerning the prevention of money laundering 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 Money Laundering Regulations 2007 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee’s allocation may be retained at Numis’ or N+1 Singer’s (as applicable) discretion;
(x) the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Numis, N+1 Singer and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, Numis, N+1 Singer and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Numis, N+1 Singer and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
(y) the Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);
(z) the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the UK;
(aa) if the Placee is in the UK, the Placee is a person (i) who has professional experience in matters relating to investments falling within article 19(5) of the Order or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order, or is a person to whom this document may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FCA Conduct of Business Rules (all such persons together being referred to as “relevant persons”);
(bb) if the Placee is in the European Economic Area, the person is a “Professional Client/Eligible Counterparty” within the meaning of Annex II/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the European Economic Area other than Professional Clients or persons in the UK and other member states (where equivalent legislation exists) for whom the Placee has authority to make decisions on a wholly discretionary basis as above;
(cc) in the case of a person who confirms to Numis or N+1 Singer (as applicable) on behalf of a Placee an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Placee (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party’s behalf without reference to that third party;
(dd) neither Numis nor N+1 Singer is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is not Numis’ or N+1 Singer’s client in connection with the Placing and neither Numis nor N+1 Singer will be responsible to any Placee for providing the protections afforded to Numis’ or N+1 Singer’s clients or providing advice in relation to the Placing and neither Numis nor N+1 Singer will not have any duties or responsibilities to any Placee similar or comparable to “best execution” and “suitability” imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;
(ee) the exercise by Numis or N+1 Singer of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Numis or N+1 Singer (as applicable) need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against Numis, N+1 Singer or its directors or employees under the Placing Agreement;
(ff) the Placee’s commitment to acquire 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;
(gg) it irrevocably appoints any director of Numis or N+1 Singer as its agent for the purposes of executing and delivering to the Company and/or the Registrar 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 and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do; and
(hh) it will indemnify and hold the Company, Numis, N+1 Singer and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix will survive after completion of the Placing.
The Company, Numis and N+1 Singer will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.
SUPPLY AND DISCLOSURE OF INFORMATION
If any of Numis, N+1 Singer, the Registrar or the Company (or any of their respective agents) request any information about a Placee’s agreement to acquire Placing Shares, such Placee must promptly disclose it to them.
The rights and remedies of Numis, N+1 Singer, the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
On application, each Placee may be asked to disclose, in writing or orally to Numis or N+1 Singer (as applicable):
(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.
All documents will be sent at the Placee’s risk. They may be sent by post to such Placee at an address notified to Numis or N+1 Singer (as applicable). Each Placee agrees to be bound by the Articles once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Numis or N+1 Singer (as applicable). The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, N+1 Singer the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. In the case of a joint agreement to acquire Placing Shares, references to a “Placee” in these terms and conditions are to each of such Placees and such joint Placees’ liability is joint and several. All times and dates in this document are subject to amendment and Numis, N+1 Singer, the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.
The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above.
DEFINITIONS USED IN THIS ANNOUNCEMENT
“Acquisition” means the acquisition by the Company of the entire issued and to be issued share capital of the Target;
“Acquisition Agreement” means the conditional agreement dated 27 September 2017 between (1) the Sellers and (2) the Company relating to the Acquisition;
“Admission” means admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules ;
“AIM” the market of that name operated by the London Stock Exchange;
“AIM Rules” the AIM Rules for Companies;
“Articles” the articles of association of the Company currently in force;
“Bookbuild” means the accelerated bookbuild process to be conducted in relation to the Placing which will establish the demand for and total number of Placing Shares to be issued pursuant to the Placing at the Placing Price.
“Business Day” a day (excluding Saturdays, Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of business;
“Cash Placing Shares” means new Ordinary Shares to be issued and allotted by the Company to Placees for cash pursuant to the terms of the Placing Agreement;
“certificated” or “in certificated form” where a security is not held in uncertificated form (i.e. not in CREST);
“Closing Date” means the date on which settlement of the Placing Shares takes place, which will be advised to Placees, but is expected to be on or around 2 October 2017;
“Company” Ergomed plc;
“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755);
“Directors” the directors of the Company;
“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST;
“FCA” the Financial Conduct Authority of the United Kingdom;
“FSMA” the Financial Services and Markets Act 2000 (as amended);
“Group” the Company and its subsidiary undertakings;
“London Stock Exchange” London Stock Exchange plc;
“N+1 Singer” Nplus1 Singer Advisory LLP, registered in England and Wales with number OC364131, whose registered office is at One, Bartholomew Lane, London EC2N 2AX and its affiliate, Nplus1Singer Capital Markets Limited, registered in England and Wales with number 0572780, whose registered office is at One, Bartholomew Lane, London EC2N 2AX.
“Numis” Numis Securities Limited, registered in England and Wales with number 2285918, whose registered office is at 10 Paternoster Square, London EC4M 7LT;
“Ordinary Shares” the ordinary shares of £0.01 in the capital of the Company;
“Placees” Relevant Persons procured by Numis or N+1 Singer pursuant to the Placing Agreement who agree to subscribe for or acquire as allottee the Placing Shares;
“Placing” the placing of Placing Shares as described in this document;
“Placing Agreement” the agreement relating to the Placing dated 28 September 2017 between the Company, Numis and N+1 Singer;
“Placing Price” 165 pence per Placing Share;
“Placing Shares” the Cash Placing Shares and the Vendor Placing Shares to be issued pursuant to the Placing;
“Prospectus Directive” the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;
“Regulation S” Regulation S under the Securities Act;
“Securities Act” the US Securities Act of 1933, as amended;
“Sellers” means the current and proposed shareholders of the Target, who are a party to the Acquisition Agreement;
“Shareholders” holders of Ordinary Shares;
“Target” means PSR Group B.V.;
“uncertificated” or “in uncertificated form” recorded on the register of members of the Company as being
held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;
“United States” or “US” the United States of America, its territories and possessions and the District of Columbia; and
“Vendor Placing Shares” means new Ordinary Shares to be issued and allotted by the Company pursuant to the terms of the Placing Agreement and the Acquisition Agreement to persons nominated by N+1 Singer and/or Numis in consideration of the transfer of the shares of the Target.
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