17:14 Wed 21 May 2025
Ilika plc - Proposed Capital Raise
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
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN ILIKA PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
Ilika plc
("Ilika", the "Group", or the "Company")
Proposed Capital Raising to raise up to approximately
Ilika (AIM: IKA), the
The Placing Shares represent approximately 5.4 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") and the Issue Price represents a discount of approximately 2.9 per cent. to the closing mid-market price of
The Company intends to provide its existing shareholders ("Shareholders") in the
In addition, certain directors of the Company (the "Directors" or the "Board") intend to directly subscribe with the Company (the "Director Subscriptions") for, in aggregate, 81,819 new Ordinary Shares at the Issue Price (the "Director Subscription Shares" and, together with the Placing Shares and the Retail
It is intended that the Placing, the Retail Offer and the Director Subscriptions (together the "Capital Raising") will result in the Company raising total gross proceeds of up to approximately
Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser, sole bookrunner and sole broker in connection with the Capital Raising.
The Placing Shares are being offered by way of an accelerated bookbuild process (the "ABB"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement.
The timing of the closing of the ABB and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and Cavendish.
A further announcement will be made following the close of the ABB, confirming final details of the Placing.
Capital Raising highlights
The net proceeds of the Capital Raising will be used primarily to advance the commercial status of both of the Company's product lines, specifically supporting the commercial launch and ramp up of the small format Stereax technology, and the continued development of the large format Goliath technology, through to a position where it is possible to secure commercial licensing agreements with commercial partners. The intended use of proceeds from the Capital Raising are outlined below:
· Up to £1.1 million to support Stereax in the delivery of:
o Technology transfer to Cirtec;
o Testing & validation; and
o Customer support.
· Up to £2.4 million for the development of Goliath technology, via:
o Prototype design & build;
o Testing equipment purchasing;
o Test programme execution; and
o Customer support and engagement.
Key highlights of the Capital Raising are as follows:
· Placing to raise gross proceeds of approximately
· Intended Director Subscriptions to raise gross proceeds of approximately
· Retail Offer via the BookBuild Platform to raise gross proceeds of up to
· The Capital Raising is not conditional upon approval by Shareholders.
· The Capital Raising is not being underwritten.
The person responsible for arranging the release of this Announcement on behalf of the Company is
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For more information contact: |
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Ilika plc |
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Via FTI Consulting |
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Cavendish Capital Markets Limited (Nominated Adviser & Broker) |
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+44 (0)131 220 9772 |
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Graham Hall |
+44 (0)131 220 9771 +44 (0)207 397 8919 |
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FTI Consulting (Comms Advisors) |
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About Ilika plc - https://www.Ilika.com
Ilika is a global expert in the development of solid state battery technology for electric vehicles, medical devices and consumer appliances. The Company's pioneering next-generation technologies aim to provide scalable, affordable alternatives to conventional batteries, to industries which need to incorporate a smaller, lighter, and safer power source in their products.
The Company has two product lines. Its Stereax batteries are designed for powering miniature medical implants, industrial wireless sensors and Internet of Things (IoT) applications and the Goliath large format batteries are designed for electric vehicles ("EVs") and cordless appliances.
Through its licensing business model, Ilika supplies its intellectual property ("IP") portfolio to both OEMs and manufacturing partners in exchange for a license fee and future royalties.
BACKGROUND TO, AND REASONS FOR, THE CAPITAL RAISING
Founded in 2004, Ilika is a pioneer in solid state battery technology, enabling solutions for applications including MedTech, EVs, industrial IoT, and consumer electronics.
Ilika has two proprietary product lines:
1. Stereax - a thin-film miniature solid state battery designed to power implantable medical devices and industrial wireless sensors in specialist environments; and
2. Goliath - a larger format cell targeting the automotive industry and cordless consumer appliances.
Ilika operates an asset-light business model, focused on the development and licensing of cutting-edge solid state battery technology protected by IP. The Company's technology addresses markets where conventional batteries are less feasible due to their safety, charge rates, energy density and life limits. The Company has adopted a business model applicable to both its product lines that is focused on three stages:
1. Utilising Company-operated pilot lines to produce small quantities of batteries to enable customer evaluation;
2. Scaling up production with strategic partners at mid-scale manufacturing facilities to demonstrate product and process robustness, whilst supporting the initial phase of commercialisation; and
3. Agreeing commercial collaborations, including for both the licensing of the Company's technology and for large scale volume.
The Company has built a significant IP portfolio with 62 granted patents across multiple key jurisdictions, providing the foundation to operate a license-based business model.
Funding for the business model has balanced commercial funding with non-dilutive grant funding to deliver a capital efficient technology programme. To date, Ilika has received in excess of
Ilika has in-house, purpose built, fabrication facilities and will retain and operate part of the production equipment in the
Stereax
The demand for medical batteries is being driven by accelerated adoption of electroceuticals, smart wearables, and active implantable medical devices ("AIMDs") that are enhancing efficacy and productivity in patient care. AIMD market penetration is growing significantly and currently represents a c.
With its small footprint, high temperature tolerance and enhanced charging capabilities, Stereax is ideally suited to meet the needs of the medical implant industry, offering several key benefits: reduced surgery time, the ability to place the implant closer to the point of therapy, long-lasting performance within the body, user recharging at home, and the ability to power Bluetooth radio.
In
The partnership with Cirtec offers significant advantages, including validation of the Stereax product and process through Cirtec's medical certifications, access to their large-scale, medically accredited manufacturing capabilities to meet customer ramp-up needs, and expanded business development opportunities through Cirtec's extensive sales and marketing network. The partnership agreement demonstrates the successful execution of the Company's business strategy, allowing Ilika to focus on advanced technology development and IP licensing, whilst benefiting from Cirtec's manufacturing and commercial activities.
The production line for Stereax has been successfully transferred to Cirtec's US facility, where it has passed User Acceptance Testing. Following the conclusion of trial batches, Ilika is anticipating near term realisation of commercial revenues from the existing 24 orders received from 21 customers. These initial orders are for the Company's Stereax M300 product and are at commercial sample scale and delivery is due to commence in CY2025. Following successful delivery, it is anticipated that Ilika and Cirtec will be able to address larger volume commercial orders, subject to regulatory classification of the device.
The revenue profile of the Stereax product line is expected to develop as product adoption matures, with initial revenue being generated through the processing of the wafer component by Ilika for use by Cirtec with its customer orders. As customers engage and begin adopting the technology there will be subsequent non-recurring engineering income earned as the product is adapted for specific end use cases, with battery royalty revenue increasing with the scale of production and further licence fee issuance with additional partners completing the Stereax revenue streams.
Goliath
Goliath's development is closely aligned with the expanding EV market, which is being driven by global environmental regulations and the transition towards cleaner transport. As demand for EVs continues to grow and markets mature, the Goliath product presents a strong value proposition through its solid-state technology.
The Goliath technology can offer faster charging times, lower production costs, enhanced safety, lower pack weights and longer cell life when compared to conventional lithium-ion batteries. Goliath's chemistry provides a safer, lower temperature response to damage resulting in safety benefits to EV users whilst offering manufacturers reduced pack weight and cost benefits.
Ilika is targeting the Goliath product at the intersection of high volume and high-performance specialised applications. Ilika expects that the commercial adoption of its Goliath technology will also include high value consumer appliance applications such as personal care and domestic cleaning appliances - segments that can also benefit from some of the unique properties of solid-state batteries.
Independent modelling by
In the past 18 months, the Company has delivered a number of key technical and commercial milestones with its Goliath product. Key amongst these were the delivery of the design freeze for its first-generation prototype (D4), achieving energy density parity with incumbent lithium-ion technologies. This enabled the delivery of the Company's first commercial testing prototype (P1), which has been successfully tested in customer-sponsored programmes. The first batch of P1 prototype products was shipped to a Tier 1 customer in
In
The UKBIC validation, achieved through the Project SiSTEM grant funded programme, is crucial to potential industrial adoption of Goliath technology. The output of Project SiSTEM determines that Goliath can be produced on standard giga-scale production lines, with improved yields and reduced wastage through consistent production. From a manufacturing partner or licensee's perspective this has the potential to simplify the production process and significantly reduce the required upfront capital investment to achieve production of Goliath units on a commercial scale.
Alongside the technical milestones that have been successfully delivered, the Company has established a substantial network of commercial relationships with key operators in the sector. In
The initial batch of prototype Goliath batteries has been successfully shipped to an automotive customer, with additional evaluations by OEMs and Tier 1 suppliers currently in progress. As Goliath technology advances toward minimum viable product ("MVP") status, where cells will meet customer-agreed specifications for EV applications, Ilika is actively pursuing commercialisation through strategic partnerships with OEMs. To date, Ilika has engaged commercially with 21 companies, demonstrating strong and growing market interest. Successful delivery of the following key milestones in H2 CY2025 will significantly progress the commercial appeal of the Goliath product:
· Completion of 10Ah P1.5 test programme;
· Manufacture and release of P1.5 evaluation prototypes to automotive customers;
· Completion of the pilot production line to 1.5MWh per annum to accommodate automotive requests for quotation with 3rd generation P2 prototypes;
· Build & test of Ilika's 50Ah P2 prototypes; and
· Release of P2 prototypes to customers for evaluation and testing.
CURRENT TRADING AND PROSPECTS
The Board is pleased to confirm that the Company continues to progress through its commercial and technical roadmap as planned. Accordingly, Ilika expects trading for the year ended
Management continues to pursue opportunities to secure further grant funding, with multiple programmes under active consideration. Based on the Company's prior involvement in grant funded programmes and considering the nature of the programmes being considered, management believe that further grant funding is a realistic prospect, however, no final determination has been made with regards the programmes under consideration.
The Board is encouraged by the commercial progress being made with the Company's Stereax product via the licensing agreement with Cirtec. It is anticipated that the first commercial revenues will be recognised from the M300 battery product through the partnership in CY2025, providing commercial validation of the Company's product and business strategy. With respect to Stereax, the Company expects to commence recognition of commercial revenues via wafer processing in FY2026. The Company is participating in trade shows with Cirtec and is jointly fielding new customer enquiries to maintain and build the commercial pipeline.
Regarding Goliath, in H2 CY2025, the Company expects to complete testing of its 10Ah P1.5 prototypes and release them to customers for evaluation. Later in the same period, the Company will build and test its P2 prototypes, which are also its MVP, and begin their release to customers at the end of CY2025. In parallel, in order to support the larger number of battery builds, Ilika will take delivery of its 1.5MWh assembly line, built through the APC grant-supported SiSTEM project. The Company is actively applying for further grant funding through UK Government and European funding agencies. This grant funding is expected to facilitate further interactions with OEMs and Tier1s.
DETAILS OF THE PLACING
The Company is proposing to raise gross proceeds of approximately
Cavendish's obligations under the Placing Agreement (as defined below) in respect of the Placing are conditional, inter alia, upon:
(i) the Placing Agreement becoming unconditional in all respects (save for any condition relating to admission of the New Ordinary Shares ("Admission")) and not having been terminated in accordance with its terms prior to Admission; and
(ii) Admission becoming effective by no later than
If any of the conditions above are not satisfied, the Placing Shares will not be issued.
The Placing Shares are not subject to clawback. The Placing is not being underwritten.
The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.
DIRECTOR SUBSCRIPTIONS
The following Directors intend to subscribe for new Ordinary Shares in the following amounts and pursuant to the Director Subscription Agreements:
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Director |
Existing beneficial shareholding |
new Ordinary Shares subscribed for |
Shareholding on completion of the Capital Raising |
Shareholding as a percentage of the issued share capital (enlarged by the Capital Raising)1,2 |
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836,498 |
45,455 |
881,953 |
0.49% |
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Keith Jackson |
119,999 |
15,152 |
135,151 |
0.08% |
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16,071 |
15,152 |
31,223 |
0.02% |
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7,142 |
6,060 |
13,202 |
0.01% |
1 Assuming full take up of the Retail Offer
2 On the assumption that no new Ordinary Shares are issued under the Company's share schemes prior to the date of Admission.
USE OF PROCEEDS
The net proceeds of the Capital Raising will be used primarily to advance the commercial status of both of the Company's product lines, specifically supporting the commercial launch and ramp up of Stereax and the continued development of the Goliath technology through to a position where it is possible to secure commercial licensing agreements with commercial partners. The intended use of proceeds from the Capital Raising are outlined below:
· Up to
o Technology transfer to Cirtec;
o Testing & validation; and
o Customer support.
· Up to
o Prototype design & build;
o Testing equipment purchasing;
o Test programme execution; and
o Customer support and engagement.
Alongside cash and cash equivalents of
For Goliath, it enables the execution of the planned roadmap, ensuring all necessary steps are completed to reach a position whereby Ilika can realise the option to license. This includes the release of the 10Ah 2nd generation customer prototype (P1.5), the 1.5MWh assembly line site acceptance test, release of 50 Ah 3rd generation customer prototypes (P2) which management believe should position Ilika to secure an OEM licence.
Alongside the proposed fundraise, the management team are seeking to access further non-dilutive grant funding to provide additional funds to progress the portfolio.
EFFECTS OF THE CAPITAL RAISING
Upon Admission, and assuming full take up of the Retail Offer, the Enlarged Issued Share Capital is expected to be 178,715,126 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 5.9 per cent. of the Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the Capital Raising, assuming full take up of the Retail Offer, Shareholders who participate in neither the Placing nor the Retail Offer will suffer a dilution of approximately 5.9 per cent. to their interests in the Company.
The Directors have concluded that proceeding with the Capital Raising is the most suitable option available to the Company for raising additional funds through the issue of the New Ordinary Shares and that issuing the New Ordinary Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned. The Issue Price has been set by Cavendish, after consultation with the Company, following its assessment of market conditions and following discussions with a number of institutional investors.
ADMISSION, SETTLEMENT AND CREST
An application will be made to the London Stock Exchange, for the admission of the New Ordinary Shares to trading on AIM. Admission is expected to become effective and dealings are expected to commence in the New Ordinary Shares on or around
The Capital Raising is conditional upon Admission becoming effective and upon the placing agreement between the Company and Cavendish (the "Placing Agreement") not being terminated in accordance with its terms. Following Admission, assuming the full take up of the New Ordinary Shares pursuant to the Capital Raising, the Company will have 178,715,126 Ordinary Shares in issue. For the avoidance of doubt, if the Placing Agreement between the Company and Cavendish is terminated prior to Admission then none of the Placing, the Director Subscriptions or the Retail Offer will occur.
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.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Cavendish nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Cavendish is authorised and regulated by the Financial Conduct Authority (the "FCA") in the
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 Cavendish or by any of its affiliates 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 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. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EEA product governance
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 in the European Economic Area (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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ILIKA PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THIS ANNOUNCEMENT (INCLUDING THIS 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 OR INTO OR FROM
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
The distribution of this Announcement, the Placing and/or the issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cavendish or any of their respective affiliates, agents, directors, partners, officers or employees (together "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in
All offers of the Placing Shares in the
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in
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 such action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to Cavendish and the Company that:
1. it is a Relevant Person 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;
2. in the case of a Relevant Person in the
a. it is a Qualified Investor within the meaning of Article 2(e) of the
b. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the
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 the
ii. where Placing Shares have been acquired by it on behalf of persons in the
3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:
a. it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
b. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside of
7. the Company and Cavendish will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cavendish or the Company or any other person and none of Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.
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 the existing issued ordinary shares of
As part of the Placing, the Company has agreed that it will not, for a period of 120 days after (but including) Admission, allot, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to subscribe for or purchase or otherwise dispose of or create any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, or any other security agreement or arrangement, or any agreement to create any of the foregoing over, directly or indirectly, any "equity securities" (as defined in the Companies Act) (or any securities convertible into or exchangeable for equity securities or which carry rights to subscribe or purchase equity securities) or any interest in any equity securities or agree to do any of such things or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the allotment and issue of the Retail
Conditions to 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 Cavendish under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
a. the Placing Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission;
b. the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
c. Admission having become effective at or before
(all conditions to the obligations of Cavendish included in the Placing Agreement being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement is not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Cavendish may, in its absolute discretion and upon such terms as they think fit, waive satisfaction of all or any of the Conditions in whole or in part, or extend the time provided for satisfaction of one or more Conditions, save that certain Conditions including the Condition relating to Admission referred to in paragraph c above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
Cavendish may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither Cavendish nor any of its affiliates nor the Company 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision any of them may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cavendish.
In consideration for its services in relation to the Placing and Admission and conditional upon completion of the Placing, Cavendish will be paid a commission based on the aggregate value of the Placing Shares at the Issue Price.
Termination of the Placing
Cavendish may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:
a. there has, in the opinion of Cavendish (acting in good faith), been a breach of the warranties given to it;
b. there has, in the opinion of Cavendish (acting in good faith), been a material adverse change;
c. any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate in any respect or misleading in any respect; or
d. in the opinion of Cavendish (acting in good faith), there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the Company and Cavendish that the exercise by the Company or either of Cavendish of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cavendish or for agreement between the Company and Cavendish (as the case may be) and that neither the Company nor Cavendish need make any reference to such Placee and that none of the Company, Cavendish nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against Cavendish, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Cavendish of a trade confirmation email confirming that Placee's allocation and commitment in the Placing.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or around
Principal terms of the Placing
1. Cavendish is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Cavendish to participate. Cavendish and any of its affiliates are entitled to participate in the Placing as principal.
3. the Issue Price is fixed at 33 pence and is payable to Cavendish (as agent for the Company) by each Placee.
4. Cavendish will, following consultation with the Company, determine in its absolute discretion the extent of each Placee's participation in the Placing, and this will be confirmed orally or in writing (including by email) by Cavendish as agent of the Company. Such confirmation will constitute a legally binding commitment on the relevant Placee to acquire the relevant Placing Shares.
5. Each Placee's allocation and commitment will be evidenced by a trade confirmation email issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that contract note.
6. Each Placee's allocation and commitment to acquire Placing Shares 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 Cavendish's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
7. Except as required by law or regulation, no press release or other announcement will be made by Cavendish or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
8. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
9. All obligations under the Placing will be subject to satisfaction of the conditions referred to above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to above under "Termination of the Placing".
10. 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 above and will not be capable of rescission or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
a. Cavendish;
b. any of Cavendish's affiliates, agents, directors, officers, consultants, partners or employees; nor
c. to the extent not contained within a or b, any person connected with Cavendish as defined in the FSMA (b and c being together "affiliates" and individually an "affiliate" of Cavendish);
shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Placing or of such alternative method of effecting the Placing as Cavendish and the Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation email which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00B608Z994) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on
Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
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CREST Participant ID of Cavendish: |
601 |
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Expected trade time & date: |
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Settlement Date: |
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ISIN code for the Placing Shares: |
GB00B608Z994 |
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Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above the prevailing base rate of Barclays Bank plc as determined by Cavendish.
Each Placee is deemed to agree that if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on Cavendish all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which Cavendish lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and Cavendish (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) that (save where Cavendish expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;
2. it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:
a. is required under the
b. has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and
4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Cavendish nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); nor has it requested Cavendish, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;
5. Cavendish nor any person acting on behalf of it nor any of their respective Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
a. the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement;
b. neither Cavendish, nor the Company (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Placing or the Placing Shares;
c. it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
d. it has not relied on any investigation that Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
6. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
7. neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of
8. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of
9. it may be asked to disclose in writing or orally to Cavendish: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
10. it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Cavendish determines;
11. it and/or each person on whose behalf it is participating:
a. is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has the capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
d. has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
12. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of,
13. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside
14. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from
15. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
16. it understands that:
a. the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;
b. no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares; and
c. it will not deposit the Placing Shares in an unrestricted depositary receipt programme in
17. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the Securities Act, if available,
c. and in each case in accordance with all applicable securities laws of the states of
18. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
19. it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
20. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
21. it understands that there may be certain consequences under
22. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from
23. none of Cavendish, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
24. it will make payment to Cavendish for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Cavendish determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the 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 Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
25. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
26. no action has been or will be taken by any of the Company, Cavendish or any person acting on behalf of the Company or Cavendish that would, or is intended to, permit a public offer of the Placing Shares in
27. the person who it specifies for registration as holder of the Placing Shares will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
28. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
29. if it is within the
30. it has not offered or sold and will not offer or sell any Placing Shares to persons in the
31. if it is within the
32. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the 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;
33. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the
34. if it is a financial intermediary, as that term is used in Article 5(1) of the
35. if in the
36. if it has received any inside information (for the purposes of the
a. dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;
b. encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or
c. unlawfully disclosed such information to any person, prior to the information being made publicly available;
37. Cavendish, nor the Company nor any of their respective Representatives nor any person acting on behalf of the Company, Cavendish or its Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Cavendish's rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
38. Cavendish and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its affiliates acting as an investor for its or their own account(s). Neither Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
39. it:
a. has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");
b. is not a person:
i. with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the
ii. named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the
iii. subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if 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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Cavendish such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Cavendish on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cavendish may decide at its sole discretion;
40. in order to ensure compliance with the Regulations, Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Cavendish's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Cavendish and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
41. 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;
42. any money held in an account with Cavendish 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 made under the FSMA. 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 Cavendish's money in accordance with the client money rules and will be used by Cavendish's in the course of its business; and the Placee will rank only as a general creditor of Cavendish's;
43. Cavendish may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
44. neither it nor, as the case may be, its clients expect Cavendish to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Cavendish is not acting for it or its clients, and that Cavendish will not be responsible for providing the protections afforded to clients of Cavendish or for providing advice in respect of the transactions described in this Announcement;
45. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 or Cavendish's conduct of the Placing;
46. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring 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 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;
47. it irrevocably appoints any duly authorised officer of Cavendish as its agent for the purpose 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 for which it agrees to acquire upon the terms of this Announcement;
48. the Company, Cavendish and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;
49. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:
a. is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
b. will remain liable to the Company and Cavendish 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);
50. subject to acquiring any Placing Shares, it will be bound by the terms of the articles of association of the Company;
51. time is of the essence as regards its obligations under this Appendix;
52. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Cavendish;
53. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or Cavendish 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.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of their respective Representatives 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cavendish, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.
The rights and remedies of Cavendish 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.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the
The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to Cavendish for itself and on behalf of the Company and are irrevocable.
Cavendish is authorised and regulated by the FCA in the
Each Placee and any person acting on behalf of the Placee acknowledges that Cavendish does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cavendish may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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 made under the FSMA. Each 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 Cavendish's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to
All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.
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 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. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the 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.
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