TIDMANIC
RNS Number : 2279U
Agronomics Limited
01 December 2021
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("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
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OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
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INFORMATION.
1 December 2021
Agronomics Limited
("Agronomics" or the "Company")
Proposed Fundraise to raise minimum GBP25 million
Launch of proposed Placing by way of accelerated bookbuild
Proposed Open Offer
Agronomics Limited (AIM:ANIC), a leading listed investor in
cellular agriculture, announces a proposed subscription (the
"Subscription") and a placing (the "Placing") to raise a minimum of
GBP25 million (before expenses) (together the "Fundraise"),
including GBP2.3 million intended to be subscribed for by Directors
as set out below.
Fundraising Highlights:
-- The Fundraise to raise minimum gross proceeds of GBP25
million through the proposed issue of a minimum 108,695,651 new
ordinary shares of GBP0.000001 each (the "Fundraising Shares") with
warrants, exercisable at 30 pence per share with a two year expiry,
attached to the Fundraising Shares on a 1-for-1 basis ("November
2021 Warrants") (the Fundraising Shares and the November 2021
Warrants together, the "Fundraising Units"). The Fundraising Units
will be priced at 23 pence per unit (the "Issue Price").
-- The Placing is expected to raise a minimum of GBP19.2 million
through the issue of a minimum of 83,298,282 new Ordinary Shares
("Placing Shares") and a minimum of 83,298,282 November 2021
Warrants (together, the "Placing Units") at the Issue Price.
-- As at the date of this Announcement, the Subscription has
raised GBP3.5 million through the proposed issue of 15,397,369 new
Ordinary Shares ("Subscription Shares") and 15,397,369 November
2021 Warrants at the Issue Price; the Company will continue to
accept commitments in relation to the Subscription until 17:00 GMT
on 20 December 2021 (the "Subscription Closing Date").
-- Directors of the Company, including Jim Mellon through
Galloway Limited, have confirmed their intention to subscribe for
an additional minimum of GBP2.3 million (the "Directors'
Subscription"). As the Company is currently in a close period under
MAR until the publication of its results for the financial year
ended 30 June 2021 ("Results"), the Directors are not permitted to
enter into a subscription agreement until after publication of the
Results (and subject to each not being in possession of any other
unpublished price sensitive information at such time). It is
expected that the Results will be published before the Subscription
Closing Date, and the Directors expect to able to participate in
the Directors' Subscription as indicated.
-- The Placing will be conducted by way of an accelerated
bookbuild process arranged by Cenkos Securities plc ("Cenkos")
which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix III to
this Announcement and is expected to close on 2 December 2021. A
further announcement will be made in due course, confirming the
final quantum and number of Placing Units to be issued pursuant to
the Placing, once the bookbuild is closed.
-- To provide shareholders who did not have the opportunity to
participate in the Fundraising to now do so, the Company is
expected to undertake an Open Offer to allow shareholders to
subscribe for new Ordinary Shares and associated November 2021
Warrant up to an aggregated cGBP6.6 million at the Issue Price.
Further details on the Open Offer will be provided following the
closing of the accelerated bookbuild.
-- The Issue Price represents a discount of 6.1 per cent. to the
closing price of Ordinary Shares on AIM on 30 November 2021 and
19.9 per cent. to the average daily volume weighted average price
of Ordinary Shares on AIM for the 20 days to 30 November 2021. The
Issue Price is also at a premium of 77.1 per cent. to the latest
reported net asset value ("NAV") of 12.99 pence per share as at 30
September 2021.
-- The Subscription is being led by the Company with the
assistance of Shellbay Limited ("Shellbay"). Shellbay will not
charge any commission or fees directly in relation to the
fundraising assistance. However, Shellbay shall be entitled to an
annual fee equal to the value of 15% of any increase between the
Company's NAV on a per issued share basis at the start of a
reporting period and 30 June each year (including any such
increases derived from a fundraise at a premium to NAV per share),
as outlined in the Company's announcement of 6 May 2021.
-- The net proceeds of the Fundraising and Open Offer will
principally be used by the Company to finance further investment
into current portfolio companies and projects, investment in new
opportunities within the cellular agriculture sector (and other
related sectors) as set out below.
Use of Proceeds and Pipeline Investments
The net proceeds of the Fundraise and Open Offer after expenses
will principally be used by the Company to finance further
investment into current portfolio companies and projects and
investment in new opportunities within the cellular agriculture
sector (and other related sectors). The Company currently is in
advanced discussions to make investments of up to US$52 million in
6 new and existing portfolio companies covering category leaders in
both cell culture and fermentation technologies and spanning the
range from pre-seed to series B. In addition to these very
near-term opportunities, the Company has a significant pipeline of
additional identified leads and expected funding rounds for
existing portfolio companies. Further details are set out
below.
Open Offer
The Company considers it important that Shareholders have an
opportunity (where it is practicable for them to do so) to
subscribe for Ordinary Shares (and applicable November 2021
Warrants) on the same terms as the Fundraise and accordingly the
Company is making the Open Offer to Qualifying Shareholders,
subject to Completion of the Placing.
The Company will undertake an Open Offer to allow shareholders
to subscribe for Ordinary Shares (and applicable Warrants) up to an
aggregated cGBP6.6 million at the Issue Price and will issue an
offering circular (the "Circular") containing further details and
the terms and conditions of the Open Offer.
Application for Admission
The Fundraising Shares and Open Offer Shares (and applicable
November 2021 Warrants) will not be subject to the approval of
Shareholders at a General Meeting as Shareholders granted authority
on 28 May 2021 to the directors to allot up to 1,130,000,000
Ordinary Shares free from pre-emption, of which 595,454,548 were
used for the new Ordinary Shares and warrants issued in the May
2021 fundraising. Authority over 534,545,452 remains available for
the issue of new Ordinary Shares under the Fundraising, Open Offer
and November 2021 Warrants.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission") and
Admission is expected to become effective and trading will commence
at 8 a.m. on or around 8 December 2021. In order to provide
sufficient time for the settlement procedure and payment of funds
under the Subscription along with the intending Directors'
Subscription as set out above, application will be made for the
Subscription Shares, any additional shares to be issued pursuant to
orders received prior to the Subscription Closing Date and shares
to be issued pursuant to the Director's Subscription to be admitted
to trading on AIM which is expected to occur at 8.00 a.m. on 21
December 2021
Following Admission, the Fundraising Shares and will rank pari
passu with the existing Ordinary Shares in issue.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos, as agent
for the Company, has conditionally agreed to use its reasonable
endeavours to procure subscribers for the Placing Units at the
Issue Price. The Placing Agreement is conditional upon, amongst
other things, none of the warranties given to Cenkos and Beaumont
Cornish prior to Admission being or becoming untrue, inaccurate or
misleading in any respects.
Under the Placing Agreement, the Company has agreed to pay to
Cenkos and Beaumont Cornish Limited, the Company's Nominated
Adviser, a fixed sum and/or commissions based on the aggregate
value of the Fundraising, and the costs and expenses incurred in
relation to the Placing.
The Placing Agreement contains customary warranties given by the
Company in favour of Cenkos and Beaumont Cornish Limited in
relation to, amongst other things, the accuracy of the information
in this announcement and other matters relating to the Group and
its business. In addition, the Company has agreed to indemnify
Cenkos and Beaumont Cornish Limited (and their respective
affiliates) in relation to certain liabilities which they may incur
in respect of the Placing.
Cenkos and Beaumont Cornish Limited have the right to terminate
the Placing Agreement in certain circumstances prior to Admission.
In particular, in the event of breach of the warranties or a
material adverse change or if the Placing Agreement does not become
unconditional.
November 2021 Warrants
Participants in the Fundraising and Open Offer shall receive one
November 2021 Warrant for every one ordinary share subscribed for.
Each November 2021 Warrant shall have an exercise price of 30 pence
per share and have an expiry date of two years from the date of
grant of the November 2021 Warrant.
Each November 2021 Warrant shall entitle the holder to subscribe
for one Ordinary Share on any Exercise Date during the two year
period commencing on the date of grant of any November 2021
Warrant. The Exercise Date is the last Business Day of each Quarter
being the three-month periods of (i) January to March; (ii) April
to June; (iii) July to September and (iv) October to December. Any
Notice of Exercise received by the Receiving Agent in a Quarter
shall be deemed to be exercised only on the next following Exercise
Date after the receipt by the Receiving Agent of the Notice of
Exercise.
Each November 2021 Warrant Holder shall be entitled to
either:
-- hold their November 2021 Warrants in CREST in uncertificated form; or
-- receive a certificate confirming the date on which the holder
or holders thereof are entered on the Register as the holder or
holders of such warrants.
The November 2021 Warrants may be exercised through CREST, in
respect of those November 2021 Warrants held in CREST, or by
lodging a physical notice of exercise with the Receiving Agent, in
relation to those holding their November 2021 Warrants in
certificated form. Ordinary Shares to be issued pursuant to any
Notice of Exercise delivered during a Quarter shall be issued by
the Company on the fifth Business Day following the relevant
Exercise Date.
A November 2021 Warrant can be sold, transferred or otherwise
assigned either (i) by written instrument signed by the transferor
and the transferee and delivered to the Receiving Agent with the
relevant Certificate, or (ii) via CREST transfer in the ordinary
course.
As with the warrants issued in May 2021, the Company intends to
put in place a trading facility for the November 2021 Warrants at
JP Jenkins. The November 2021 Warrant have an ISIN of
IM00BP68CG25.
Set out below in Appendix II is an adapted extract from the
draft Circular that is proposed to be sent to Shareholders after
the closure of the Bookbuild. The final Circular, containing the
terms and conditions of the Open Offer is expected to be sent to
Shareholders and published on the Company's website on or around 2
December 2021.
For further information, please contact:
Agronomics Limited Beaumont Cornish Limited Cenkos Securities Plc TB Cardew
The Company Nomad Broker Public Relations
------------------------- ---------------------- ------------------------
Richard Reed Roland Cornish Giles Balleny Ed Orlebar
Denham Eke James Biddle Michael Johnson Joe McGregor
------------------------- ---------------------- ------------------------
+44 (0) 20 7930 0777
+44 (0) 7738 724 630
+44 (0) 1624 639396 +44 (0) 207 628 3396 +44 (0) 207 397 8900 agronomics@tbcardew.com
------------------------- ---------------------- ------------------------
Additional Information on the Company and the Fundraising:
Important Notices
This announcement contains 'forward-looking statements'
concerning the Company that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. The Company does not undertake any obligation to
update or revise publicly any of the forward-looking statements set
out herein, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
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 shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Cenkos Securities plc or
Beaumont Cornish Limited that would permit an offering of such
shares or possession or distribution of this announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, Cenkos Securities plc and Beaumont Cornish Limited to
inform themselves about, and to observe, any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, the Republic of South
Africa or Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
Cenkos Securities plc, who is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
bookrunner to the Company in relation to the Placing and is not
acting for any other persons in relation to the Placing. Cenkos
Securities plc is acting exclusively for the Company and for no one
else in relation to the matters described in this announcement and
is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities plc, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Beaumont Cornish Limited is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Cenkos
Securities plc or Beaumont Cornish Limited or by any of their
respective 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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the 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 retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their
investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in 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 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 Target Market Assessment, Cenkos
Securities plc will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to Placing Shares.
Appendix I - Timetable for the Fundraising
Announcement of the Fundraising 11.30 a.m. on 1 December
2021
Announcement of the results of the 2 December 2021
Fundraising and expected launch of
the Open Offer
Admission and commencement of dealings 8.00 a.m. on 8 December
of the Placing Shares 2021
Admission and commencement of dealings 8.00 a.m. on 21 December
of Subscription Shares 2021
Appendix II - Extract from the Company's Circular to
Shareholders
BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND Open offer
Agronomics is a leading listed investor in Cellular Agriculture
with a focus on Cultivated Meat and Fermentation technologies. The
Company has established a portfolio of 18 companies at the Pre-Seed
to Series B stage in this rapidly advancing sector (see Portfolio
Summary below).
Cellular Agriculture is the interdisciplinary field combining
biotechnology, chemical biology and tissue engineering, to produce
conventional agricultural products directly from Cell Culture and
Fermentation processes, including precision fermentation. These
technologies are driving a major disruption in agriculture,
offering solutions to improve sustainability, as well as addressing
human health, animal welfare and environmental damage. Companies in
this emerging sector and their activities have the capacity to
impact eight of the UN's 17 sustainable development goals.
Agronomics seeks to secure strategic stakes in companies owning
technologies with defensible intellectual property that offer new
ways of producing food and materials with a focus on products
historically derived from animals. To achieve this, it invests
principally in companies involved in Cellular Agriculture including
Cultivated Meat and Fermentation as well as the enabling
technologies that will be applicable to such companies. Cellular
Agriculture companies are involved across most forms of cultivated
meat and seafood, as well pet food and plant Cell Culture, such as
cocoa and coffee. This area includes cultivated materials,
including cotton and leather. The Fermentation segment includes
precision fermentation which involves the use of genetically
engineered microbes to produce valuable molecules, such as
proteins, fats and oils which are separated from the host
microorganism via purification. As with many new industries that
utilise new technologies and equipment, upstream supplier companies
and complementary businesses join the market. Agronomics will also
look at investments in companies that provide the products used
more broadly across the industry such as manufacturers of
bioreactors and companies with low-cost growth factor methodologies
or scaffolding approaches.
The Company's investments reflect a global mandate including
companies based in UK, USA, China, Singapore, Israel, the
Netherlands, Finland and Germany. The Portfolio consists of all
major protein categories. A full list of Agronomics' Investee
Companies is set out below.
The Cellular Agriculture Industry
The basic premise of Cultured Meat is that the meat is grown in
vitro, without the need to raise animals for slaughter. This is
done by taking a biopsy from the species of choice (cow, chicken,
pig, fish, shrimp etc) and isolating the stem cells from the
tissue. Then in the ' Proliferation Phase' (cell expansion) ,
plant-based growth medium, oxygen and water are used to stimulate
growth of cells into vast quantities of biomass. The '
Differentiation Phase' (cell specialisation) uses changes of
conditions to initiate cells to differentiate and turn in to the
desired cell type, for instance muscle cells, fat cells, and, or
connective tissue. The tissues are combined in various ways,
sometimes with the use of a 'scaffold', to form meat. It is likely
that grounded meat products will be the first commercialised
product initially and these are expected to be at a premium price
point. However the Directors believe that cost reduction through
scaling should ultimately lead to price parity with the benefit
over conventional agriculture that the meat will be grown in a
controlled environment and production will accordingly be
independent of environmental factors such as variable weather and
disease.
As an industry Cultured Meat is less than 10 years old, with the
world's first lab-grown burger, developed from a research project
led by Professor Mark Post, showcased only in 2013. It was funded
by Sergey Brin, co-founder of Google, and cost EUR 250,000. This
research was then spun out in 2016 to become MosaMeat (
www.mosameat.com ). Other key milestones in the development of the
industry include Perfect Day ( www.perfectday.com ) achieving GRAS
(generally recognised as safe) determination from the FDA for the
use of <BETA>-lactoglobulin (dairy whey protein), produced
via Fermentation and Eat Just, Inc. (www.goodmeat.co) receiving the
world's first cultivated chicken approval for sale in Singapore in
2020. The Directors estimate that the first regulatory approval in
the US by the FDA will come in 2022 and full-scale
commercialisation will occur in 2025. AT Kearney, the consultancy,
predicted that "cultured meat will make up 35% of the market share"
by 2040.
Because of this rapid growth, the sector has a narrow investable
universe of only approximately 200 companies globally and
substantial capital requirement in near term. The Directors
therefore believe that there will be significant raises by the
industry in 2022 both in number as more players come into the
industry and size as the market matures. This capital requirement
is reflective of the trend - in 2016 to 2019 approximately US$150
million was raised for the sector, last year alone US$270 million
was raised, and this year-to-date companies in the sector have
raised a total of approximately US$590 million.
Leading companies Upside Foods Perfect Day EatJUST /
in the market (Formerly Memphis Good Meat
Meats)
Product focus Beef, chicken, Dairy proteins Chicken, wagyu
duck beef, plant-based
egg
------------------- ---------------- -------------------
Pre-money valuation US$450 million US$1.3 billion US$1.1 billion
(estimate) (estimate)
------------------- ---------------- -------------------
Fundraise stage Series B Series D Series D+
------------------- ---------------- -------------------
Total funding US$180 million+^ US$710 million^ US$650 million+
received to
date
------------------- ---------------- -------------------
*EatJUST is focused on plant-based products and cultivated
meat
^Upside Foods raised a US$161 million Series B in January 2020,
Perfect Day raised a $350 million Series D in 2021
The Fermentation sub-sector has also experienced huge growth of
investment over the period. Including 'biomass fermentation', the
industry raised US$90m from 2015 to 2018, US$450m and US$540
million in 2019 and 2020 respectively and US$1.12 billion to date
in 2021. The prediction is that Fermentation companies will raise a
further US$2.0 billion in 2022.
Regulation of Cellular Agriculture
The regulation of Cellular Agriculture is relatively complex and
is often covered by multiple agencies given its novelty and the
fact that it has characteristics of both biotechnology and
agriculture. In the US, the FDA and the United States Department of
Agriculture ("USDA") jointly regulates Cultivated Meat, while the
FDA solely regulates cell-based seafood. Cultivated Meat in the EU
is regulated by European Food Standards Agency ("EFSA") and new
products have to go through a 'Novel Foods' regulatory approval
process. Directors believe that the period from application to
grant will take 6 to 18 months.
At this point in time only Eat Just Inc. has regulatory approval
for any Cultivated Meat product and this has a limited scope having
been approved in December 2020 by the Singapore Food Agency for
cultivated chicken products for sale in Singapore.
Investment Process
Agronomics seeks to identify novel commercial opportunities
utilising Cell Culture or Fermentation processes. The investment
process starts with an initial screen which to date covers over 172
companies specific to Cellular Agriculture which provides a
comprehensive coverage of the investment universe while maintaining
a view to portfolio diversification covering key protein
categories. Investment opportunities are sourced via an established
network, desk-top research and screening. At this point a more
focussed diligence process is undertaken which the Company has
undertaken on over 60 companies to date. The diligence process will
include engaging relevant scientific advisory board members for
full evaluation of the technology and science, relevant
intellectual property rights (including a freedom to operate patent
review), assessment of the business strategy and team competencies,
a preliminary Investment Committee review and site visits. Final
investment process (18 companies to date) involves final technical
due diligence by the Company's Scientific Advisory Board, written
reports, external legal counsel engaged for legal documentation,
comprehensive investment memorandum and data pack for final
Investment Committee vote and final board approval. Details of the
board and the advisory team and the scientific advisory board are
set out in the Company's website https://agronomics.im/ .
Recent investments and reasons for the fundraising
In May of this year, the Company raised GBP65.5 million gross to
fund its on-going investment programme into both existing Investee
Companies as well as new companies to broaden the Portfolio. Since
that time the Company has invested approximately GBP20 million (US$
27 million) in the following 7 Investee Companies:
-- Meatable B.V. EUR0.2 million
-- Formo Bio GmbH US$3.15 million
-- VitroLabs Inc. US$7.0 million
-- California Cultured Inc. US$4.0 million
-- Solar Foods EUR3.0 million
-- The EVERY Company US$8.0 million
-- Ohayo Valley Inc US $1.5 million
The Company currently has approximately GBP44 million of
available investible cash but expects to deploy this on its
near-term investment pipeline set out in Paragraph 3 (Use of
Proceeds) below. Going forward, the Directors envisage that the
Company will be presented with significantly greater opportunities
to deploy larger amounts of capital into the sector with average
investment size increasing in line with sector growth.
To date the Company has participated in a number of the early
rounds of leading companies in the Cellular Agriculture industry,
allowing the Company to have material holdings in 18 portfolio
companies covering most of the key meat varieties for a total
investment of approximately GBP43,467,920.
Given the relatively short history of the sector, many of these
companies have not undertaken the follow-on rounds that would
generate a re-pricing event for the Company's holdings, meaning
that, in the Directors' opinion, the carrying value on the
Company's balance sheet of the some of these companies such as
BlueNalu does not reflect the rapid progress that they have
achieved to date. The Directors therefore expect significant
developments in a number of the Company's portfolio companies that
should positively impact their valuation in the coming year.
The Company will continue to invest in applications of Cell
Culture in pre-seed companies but it intends, where possible, to
take larger positions in such early rounds in order to have greater
influence on terms and greater visibility on the development of the
relevant business and intellectual property. In addition, given the
maturing market and later stage rounds being undertaken including
by its current Investee Companies, the Company is expected to
naturally transition to larger per round investments. The Directors
therefore consider that increasing the capital base at this point
would benefit the Company by allowing it to take advantage of more
opportunities over the next year, whether it be continuing to
invest in earlier stage companies, maintaining its holding in
existing later stage Investee Companies or making targeted
acquisitions of secondary shares in the leading Cellular
Agriculture companies.
USE OF PROCEEDS OF THE FUNDRAISING and open offer
The amounts raised under the Fundraising and Open Offer will
principally be used to finance further investment into current
Investee Companies and projects and, investment in new
opportunities within the Cellular Agriculture sector (and other
related sectors).
The Company currently is in advanced discussions to make
investments of up to US$52 million in 6 new and existing Investee
Companies covering category leaders in both Cell Culture and
Fermentation technologies and spanning the range from 'Pre-Seed' to
'Series B' (details of which are set out below). In addition to
these near-term opportunities, the Company has a significant
pipeline of additional identified leads and expected funding rounds
for existing Investee Companies.
EXPECTED NEAR TERM INVESTMENTS
TECHNOLOGY ANTICIPATED STAGE ESTIMATED DESCRIPTION
FOCUS COMMITMENT TIME TO
(GBP) COMMERCIAL
LAUNCH
-------------- --------------- ---------- ------------- --------------------------
Project Cell Culture 5-9 million Series 1-2 years Major protein
A A category, company
has an efficient
bioprocess established,
entering scale-up
phase
-------------- --------------- ---------- ------------- --------------------------
Project Cell Culture 7-11 million Series 1-2 years Leading US based
B B cellular agriculture
company
-------------- --------------- ---------- ------------- --------------------------
Project Fermentation 7-11 million Series < 1 year Company providing
C B infrastructure
capabilities to
fermentation companies
to facilitate
scaling
-------------- --------------- ---------- ------------- --------------------------
Project Fermentation 6 million Series < 1 year Opportunity in
D B a leading fermentation
company with a
platform technology
-------------- --------------- ---------- ------------- --------------------------
Ohayo Valley Cell Culture 1.11 million Pre-Seed 4 years Leading cultivated
Inc meat scientist
(announced has founded her
19 November own company, unique
2021) technology approach
for efficient
production at
low-cost. First
product is cultivated
Wagyu ribeye steak
-------------- --------------- ---------- ------------- --------------------------
Project Cell Culture 250k Pre-Seed 3 years Identified white
F space opportunity
within cellular
agriculture
-------------- --------------- ---------- ------------- --------------------------
Shellbay Agreement
Agronomics announced revised terms with its advisory consultant,
Shellbay Limited ("2021 Shellbay Agreement") on 6 May 2021.
Shellbay Limited is indirectly owned by Jim Mellon, a Director of
the Company. Under the terms of the 2021 Shellbay Agreement:
o Shellbay charges no ongoing management fee (whether fixed or
relating to the net asset value of the Company's assets).
o Direct expenses incurred in performing the services (including
the direct costs of remunerating employees and/or consultants)
reimbursed.
o Performance fee of 15% calculated on annual increase to net
asset value ("NAV") at 30 June each year ("Closing Date") with the
highest Closing Date NAV per share for the previous reporting
periods establishing a rolling high-watermark.
o Any increase in NAV per share is applied to the issued share
capital at the Closing Date for the purposes of determining the 15%
fee.
o As well as NAV increases relating to performance of the
Portfolio, any increase in NAV per share that arises from funds
raised at a premium to the existing NAV per share will count
towards the calculation of Shellbay's fee.
o At the election of the Company, the fee is payable in new
shares at the mid-price on the Closing Date or grant of nil price
warrants over shares; or in cash; or (with the agreement of
Shellbay), in cash-equivalents (such as shares), and other assets
held by the Company.
The period to 30 June 2021 was the first period during which the
2021 Shellbay Agreement was in place. During this period, NAV per
share increased from 5.86 pence to 11.71 pence on an unaudited
basis, principally as a result of the non-dilutive May 2021
fundraising which was undertaken at a 254 per cent. premium to the
last reported per share net asset value. While still subject to
audit, it is expected that Shellbay will receive shares to the
value of approximately GBP7 million which would result in a 3.6 per
cent. dilution to NAV per share.
Pursuant to the Placing Agreement, the Company has agreed that
it will elect to pay Shellbay's fee in ordinary shares in relation
to the fees for to the period to 30 June 2021, In addition, to the
extent that a fee becomes payable for performance during the period
to 30 June 2022, it will elect to pay at least 75 per cent. of such
fee in ordinary shares.
THE NOVEMBER 2021 WARRANTS
Each Unit comprises one new Ordinary Share and one November 2021
Warrant. Each November 2021 Warrant shall have an exercise price of
30 pence per share and have an expiry date of two years from the
Grant Date.
Each November 2021 Warrant shall entitle the holder to subscribe
for one Ordinary Share on any "Exercise Date" during the November
2021 Warrant Period. The Exercise Date is the last Business Day of
each "Quarter", being the three month periods of (i) January to
March; (ii) April to June; (iii) July to September and (iv) October
to December. Any Notice of Exercise received by the Receiving Agent
in a Quarter shall be deemed to be exercised only on the next
following Exercise Date after the receipt by the Receiving Agent of
the Notice of Exercise.
Each holder of November 2021 Warrants shall be entitled to
either:
(a) hold their November 2021 Warrants in CREST in uncertificated form; or
(b) receive a certificate confirming the date on which the
holder or holders thereof are entered on the register as the holder
or holders of such November 2021 Warrants.
The November 2021 Warrants will have a unique ISIN number
distinct from the Ordinary Shares. The ISIN number for the November
2021 Warrants is IM00BP68CG25.
The November 2021 Warrants may be exercised through CREST, in
respect of those warrants held in CREST, or by lodging a physical
notice of exercise with the Receiving Agent, in relation to those
holding their November 2021 Warrants in certificated form. Ordinary
Shares to be issued pursuant to any Notice of Exercise delivered
during a Quarter shall be issued by the Company on the fifth
business day following the relevant Exercise Date.
A November 2021 Warrant can be sold, transferred or otherwise
assigned either (i) by written instrument signed by the transferor
and the transferee and delivered to the Registrar with the relevant
Certificate, or (ii) via CREST transfer in the ordinary course.
PORTFOLIO
VitroLabs Formo BlueNalu Meatable Every Solarfoods
Inc
Current
Value
in Portfolio US$12.75m EUR 10.7m US$8.55m EUR 8.15m US$8.0m EUR 6.0m
-------------- -------------- -------------- ---------------- ------------------ --------------
Agronomics
investment US$10.5m EUR 4.15m US$8.0m(*) EUR 5.20m US$8.0m EUR 6.0m
-------------- -------------- -------------- ---------------- ------------------ --------------
Current Series A Series A Pre-Series Series A Venture Series
Stage B A
-------------- -------------- -------------- ---------------- ------------------ --------------
% Ownership 11.69% 5.94% 5.85%*^ 5.84% 1.39% 5.80%
-------------- -------------- -------------- ---------------- ------------------ --------------
Category Lab-grown Clean dairy Cultivated Cultivated Clean egg Air protein
leather protein seafood pork protein
-------------- -------------- -------------- ---------------- ------------------ --------------
Notable First Minute M Ventures CPT Capital, Section Blue Horizon, Fazer
Co-investors Capital, (Strategic Stray Dog 32, Rick SOSV (IndieBio), (leading
Y VC Capital, Klausner, Ingredion Finnish
Combinator, arm of New Crop DSM Venturing FMCG
CPT Capital Merck KGaA), Capital company);
EQT Atomico
Ventures,
Lowercarbon
Capital
-------------- -------------- -------------- ---------------- ------------------ --------------
Investment Scalable Producing Highly Unique OPTI-OX Established Technology
Rationale tissue genuine experienced technology precision that
engineering dairy team with allows for fermentation utilises
platform proteins, 30+ years rapid platform carbon
Huge US$52bn casein and of food transformation focused dioxide
global whey, using industry of stem on egg from the
leather recombinant experience cells into proteins air and
goods market engineering, led by muscle and initially the
Revenue focused Lou fat Achieved electrolysis
generating on producing Cooperhouse Long-term industry-leading of water
expected cheese Leader sector titers to produce
in the near Technology in cellular experience, that make a
term alleviates aquaculture including EVERY cost sustainable
the with a CSO Daan competitive protein
inefficiency species Luining, with eggs Versatile
and animal agnostic former at mass application
welfare platform scientist scale as an
concerns to produce at New Harvest alternative
of raising whole muscle to soy
dairy cows fish fillets or pea
protein
-------------- -------------- -------------- ---------------- ------------------ --------------
Livekindly New Age Mosa Meat Tropic California SuperMeat Shiok Meats
Meats Biosciences Cultured
Current US$5.55m US$3.6m EUR 3.5m US$3.0m US$2.2m US$2.0m US$0.64m
Value in
Portfolio
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
Agronomics US$3.0m US$0.7m EUR 3.5m US$3.0m US$2.2m US$2.0m US$0.5m
investment
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
Current Seed Series Series Series Seed Pre-Series Seed
Stage A B B A
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
% Ownership 1.0% < 4% 1.62%" 2.95% 18.33%^ 2.22%(^) 1.6%
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
Category Strategic Cultivated Cultivated CRISPR Lab-grown Cultivated Cultivated
plant-based pork beef gene edited cocoa chicken seafood
chicken seedlings
Production
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
Notable PHW Group, SOSV Blue Horizon Temasek, SOSV PHW Group, Henry Soesanto
Co-investors Blue III Ventures, Pontifax (IndieBio) Stray (Monde Nissin),
Horizon (IndieBio), Nutreco, Agtech, Dog Aqua-Spark
Corporation ff Graphite Bell Food Five Season Capital,
Group Ventures New Crop
Capital
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
Investment Strong First Leading Developing Using cell Operational Combined
Rationale operational company cultivated high-performing culture pilot scientific
management to produce meat player commercial technology plant and
team a in Europe, varieties to produce capable entrepreneurial
including meat-based with clear of tropical cocoa products of experience
former tasting regulatory crops, such as producing of co-founders
president prototype pathway with a chocolate, several First
of Unilever sausage through focus on cocoa butter hundred cultivated
North Good EFSA coffee and cocoa pounds meat company
America position Advanced and bananas powders. of meat based in
Raised for market product Coffee More per week Singapore
US$200m entry development, and banana sustainable Developed and
in the through whole beef are large way of 'The South-East
largest hybrid product global producing Chicken' Asia
founder products with muscle, seed markets: cocoa restaurant
round in fat and coffee products- concept
the history connective at US$ which have in Israel,
of food tissue 22bn and concerns allowing
bananas over people
at US$ deforestation. to apply
29bn to taste
their
products
------------- ------------- -------------- ----------------- ---------------- ------------- -----------------
Galy Rebellyous CellX Bond Pet
Foods Foods
Current US$0.5m US$0.35m US$0.3m US$0.15m
Value
------------------ ---------------------- ------------------ -------------------
Agronomics US$0.5m US$0.35m US$0.050m US$0.15m
investment
------------------ ---------------------- ------------------ -------------------
Current Seed Series A Pre-Seed Seed
Stage
------------------ ---------------------- ------------------ -------------------
Less than
% Ownership 4.4%^ 1.2% 2% 3.0%(^)
------------------ ---------------------- ------------------ -------------------
Category Lab-grown Plant-based Cultivated Cultivated
cotton food meat and pet food
cultivated
seafood
------------------ ---------------------- ------------------ -------------------
Notable Future Blue Horizon Humboldt Lever VC,
Co-investors Tech Lab, Ventures, Fund, Brinc, KBW Ventures,
Petri CPT Capital Lever VC Andante
(partner Asset Management
of Ginkgo
Bioworks)
------------------ ---------------------- ------------------ -------------------
Investment Producing Revenue First investment Utilisation
Rationale cotton generating for Agronomics of cellular
grown directly with corporate in China fermentation
from cells cafeterias - geographic to produce
Minimal trialing diversification animal proteins
footprint product Strong Targeting
compared via Compass technical the US$25
to intensive Group founding billion
cotton Founder team pet food
crops with holds strong Huge animal market,
high water, IP in large protein growth in
herbicide scale manufacturing market high quality
requirements processes in China premium
ripe for food market
disruption
------------------ ---------------------- ------------------ -------------------
Appendix III - Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN
APPROVED BY ANY REGULATORY BODY.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES AND WARRANTS
IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS OR MAY BE RESTRICTED (SAVE FOR THE UNITED KINGDOM)
OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY
BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR
TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR
REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE
NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE
BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA
IN RELATION TO THE PLACING SHARES AND WARRANTS AND THE PLACING
SHARES AND WARRANTS HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED
UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES. ACCORDINGLY, THE
PLACING SHARES AND WARRANTS MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR
ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS
(INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE
A
CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF
THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY
ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES AND WARRANTS IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS
BEEN TAKEN BY THE COMPANY OR CENKOS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS
THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES AND WARRANTS OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES AND
WARRANTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED, OTHER THAN THE UNITED KINGDOM. PERSONS TO WHOSE ATTENTION
THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND
CENKOS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE ("EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION") WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS)
OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT 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 THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES AND WARRANTS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN
NOR WILL BE REGISTERED UNDER THE SECURITIES ACT, UNDER THE
SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES. THE PLACING SHARES AND WARRANTS HAVE NOT BEEN
AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED 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. THE PLACING SHARES AND WARRANTS MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
US PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES
WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN
THE UNITED STATES. THE PLACING SHARES AND WARRANTS CANNOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO US PERSONS.
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", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES, THE COMPANY ASSUMES NO OBLIGATION TO PUBLICLY
RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE
DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER
THE DATE OF THIS ANNOUNCEMENT. NO STATEMENT IN THIS ANNOUNCEMENT IS
INTED TO COMPRISE 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 MATCH OR EXCEED HISTORICAL PUBLISHED EARNINGS PER SHARE OF
THE COMPANY.
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 CENKOS OR ANY OF ITS RESPECTIVE ADVISERS,
AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES,
OFFICERS OR ANY OTHER PERSON 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 PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
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 (including insofar as
MiFID II and the MiFID II Delegated Directive constitute retained
EU law (as defined in section 6(7) of the European Union
(Withdrawal) Act 2018) in the United Kingdom ("Retained MiFID
Provisions)) (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 and
Warrants have been subject to a product approval process, which has
determined that such Placing Shares and Warrants are; (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II and the
Retained MiFID Provisions; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II and
the Retained MiFID Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors (as
defined within the MiFID II Product Governance Requirements) and
investors 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 Placing Shares and Warrants is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cenkos will
only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability of appropriateness for the purposes of MiFID II or
the Retained MiFID Provisions; 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 and
Warrants. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
Warrants and determining appropriate distribution channels.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
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 and Warrants on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares or Warrants.
Details of the Placing Agreement and the Placing Shares and
Warrants
Cenkos as bookrunner (the "Bookrunner") has entered into the
Placing Agreement with the Company pursuant to which, on the terms
and subject to the conditions set out in such Placing Agreement,
Cenkos as agent for and on behalf of the Company, has conditionally
agreed to use its reasonable endeavours to procure Placees for the
Placing Shares and Warrants at the Issue Price. The Placing is not
being underwritten by Cenkos or any other person.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares. The Warrants will be subject to the terms of
the deed poll constituting the Warrants.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of, amongst
others, Cenkos. Cenkos has absolute discretion as to whether or not
to bring an action against the Company for breach of these
undertakings, warranties and indemnities.
Cenkos has the right to terminate the Placing Agreement in
certain circumstances, details of some of which are set out
below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission.
It is expected that Admission will take place at 8.00 a.m. on 8
December 2021 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
Cenkos is acting as Bookrunner broker to the Placing, as agent
for and on behalf of the Company. Cenkos is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to the customers of Cenkos or for providing advice in
relation to the matters described in this Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of
assessing demand from institutional and other investors for
subscribing for Placing Shares and Warrants at the Issue Price and
the Company then issuing the new Ordinary Shares and Warrants under
the Placing to raise minimum approximately GBP 21.12 million for
the Company before expenses. The exact number of Placing Shares and
Warrants to be allocated and issued to each Placee shall be
determined by the Bookrunner and the Company following completion
of the Bookbuild. The Bookrunner will commence the Bookbuild today
and it is expected to close no later than 4:30 p.m. today but may
be closed earlier or later at Cenkos' discretion. Completion of the
Bookbuild is at the discretion of the Company and there is no
guarantee that the Bookbuild will be completed. Cenkos may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The number of Placing Shares and Warrants
will be announced on a Regulatory Information Service following
completion of the Bookbuild.
Each Placee's allocation of Placing Shares and Warrants will be
communicated orally by Cenkos to the relevant Placee. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by such Placee, in favour of Cenkos and the Company,
under which it agrees to acquire the number of Placing Shares and
Warrants allocated to it at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
Cenkos' consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such
oral confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
Form of Confirmation issued to such Placee by Cenkos. The Form of
Confirmation will set out the number of Placing Shares and Warrants
allocated, the Issue Price and the aggregate amount owed by such
Placee to Cenkos. The terms of this Appendix will be deemed
incorporated in that contract note.
An offer to acquire Placing Shares and Warrants which has been
communicated by a prospective Placee to Cenkos which has not been
withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation immediately
following the publication of this Announcement without the consent
of Cenkos.
The Issue Price shall be payable to Cenkos by all Placees in
respect of their respective allocation of Placing Shares and
Warrants.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos (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.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares and Warrants to be acquired pursuant to the Placing
will be required to be made on the basis explained below under
"Registration and Settlement".
All obligations of Cenkos under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
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/or set out in the
Placing Agreement will not be capable of rescission or termination
by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of Cenkos' affiliates, agents,
directors, officers, employees or consultants, (c) to the extent
not contained within (a) or (b), any person connected with Cenkos
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Cenkos) or (d) any person acting on
Cenkos' behalf shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Cenkos nor any of its respective affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as
Cenkos and the Company may agree.
Registration and Settlement
Each Placee which has been allocated new Ordinary Shares in the
Placing will be sent a Letter of Confirmation by Cenkos stating,
inter alia, the number of Placing Shares and Warrants allocated to
it, the Issue Price and the aggregate amount owed by them to
Cenkos.
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 Cenkos in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Cenkos.
Settlement of transactions in the Placing Shares (ISIN:
IM00B6QH1J21) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST with respect to the
Placing Shares is expected to occur at 8.00 a.m. on 8 December 2021
.
Settlement of the Warrants (ISIN: IM00BP68CG25) subscribed in
the Placing along with the Placing Shares will take place within
the CREST system, subject to certain exceptions. Settlement through
CREST with respect to the Warrants is expected to occur at 8.00
a.m. on8 December 2021 by delivery of the Warrants directly from
Link Market Services Limited acting as the Company's receiving
agent ("Receiving Agent").
In accordance with the Form of Confirmation, settlement of the
Placing Shares will be on a delivery versus payment basis,
settlement of the Warrants will be delivered free of payment by the
Receiving Agent.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Cenkos may agree that the Placing Shares
and the Warrants should be issued in certificated form.
Cenkos reserves the right to require settlement for the Placing
Shares and the Warrants, and to deliver the Placing Shares and
Warrant to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
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 two percentage points above prevailing LIBOR as
determined by Cenkos.
Each Placee is deemed to agree that if it does not comply with
these obligations, Cenkos may sell any or all of their Placing
Shares and Warrants on their behalf and retain from the proceeds,
for Cenkos' 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
aggregate amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares and Warrants on their
behalf.
If Placing Shares and Warrants are to be delivered to a
custodian or settlement agent, Placees must ensure that, upon
receipt, the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares and Warrants 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 and Warrants should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax.
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 Cenkos under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 8 December
2021 or such later time as Cenkos may agree in writing with the
Company (but in any event not later than 8.00 a.m. on 31 January
2022),
(all conditions to the obligations of Cenkos included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are
not fulfilled 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 Cenkos may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Placing shall be returned to such Placee
without interest, at the risk of the relevant Placee 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.
Certain Conditions may be waived in whole or in part by Cenkos
acting in its absolute discretion and Cenkos may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix. Cenkos shall not be
obliged to issue Placees with any details of any such waiver.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Cenkos, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
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 to the Placing 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
Cenkos.
Termination of the Placing
Cenkos may terminate its obligation under the Placing Agreement,
in accordance with its terms, at any time prior to Admission if,
inter alia:
1. it comes to the notice of Cenkos that 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 untrue, incorrect or misleading in any
respect which it reasonably considers is material in the context of
the Placing;
2. it comes to the knowledge of Cenkos that there has been a
breach of any of the warranties in the Placing Agreement;
3. there has occurred any material adverse change in the
financial position or prospects of the Company and in Cenkos'
reasonable opinion that would materially prevent the success of the
Placing; or
4. there has occurred any change in national or international
financial, market, industrial, monetary, economic or political
conditions (including a material deterioration in, or a material
escalation in response to, the COVID-19 pandemic) or there shall
have occurred any event which, in the reasonable opinion of Cenkos,
makes it impracticable or inadvisable to proceed with the
Placing.
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, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee 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 Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company, or Cenkos, 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 Cenkos and that neither the Company nor Cenkos
need make any reference to such Placee and that none of Cenkos, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees 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
(including any decision not to terminate the Placing
Agreement).
No prospectus
No prospectus has been or will be submitted to be approved by
the FCA in relation to the Placing or the Placing Shares or
Warrants and no such prospectus is required on the basis that all
offers of Placing Shares and Warrants will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus.
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.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with Cenkos (for itself and as agent on
behalf of the Company) that (save where Cenkos expressly agrees in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares and Warrants is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained or referred to in this Appendix;
2. it is a Qualified Investor within the United Kingdom as
defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined
in Article 2(e) of the EU Prospectus Regulation;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
i. the Placing Shares and Warrants acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in any Relevant Member State other than Qualified Investors
or in circumstances in which the prior consent of Cenkos has been
given to the offer or resale; or
ii. where Placing Shares and Warrants 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 and Warrants
to it is not treated under the EU Prospectus Regulation as having
been made to such persons;
4. it will not distribute, forward, transfer, mail or otherwise
transmit by any means or media, directly or indirectly, in whole or
in part, this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States or to any US Person (as such term is defined in
Regulation S under the US Securities Act of 1933) and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares and Warrants are acquired
will not be, a resident of, or with an address in, or subject to
the laws of, Australia, Canada, Japan, the United States of America
or the Republic of South Africa, and it acknowledges and agrees
that the Placing Shares and Warrants have not been and will not be
registered or otherwise qualified under the securities legislation
of Australia, Canada, Japan, the United States of America or the
Republic of South Africa and may not be offered, sold or acquired,
directly or indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, Cenkos or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares or Warrants in the United States or in any country or
jurisdiction where any such action for that purpose is required. In
addition, neither the Placing Shares nor the Warrants 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 or
Warrants under the securities laws of the United States (or any
state or other jurisdiction of the United States) Australia,
Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, Japan or the Republic of South
Africa or in any country or jurisdiction where any such action for
that purpose is required;
8. it and the beneficial owner of the Placing Shares and
Warrants is currently, and will remain so until at least such time
as the Placing Shares and Warrants are acquired, not a US Person
(as such term is defined in Regulation S), and is currently outside
the United States and acquiring and Warrants the Placing Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act;
9. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares and Warrants pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions; (ii) has fully observed such laws and regulations;
and (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the
case of a person acting on behalf of a Placee, all requisite
authorities and consents to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied
with all necessary formalities to enable it to enter into the
transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties
contemplated hereby and to perform and honour its obligations in
relation thereto on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); (iv) does
so agree to the terms set out in this Appendix and does so make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its
own behalf (and in the case of a person acting on behalf of a
Placee on behalf of that Placee); and (v) is and will remain liable
to the Company and Cenkos for the performance of all its
obligations as a Placee of the Placing (whether or not it is acting
on behalf of another person);
10. it is acquiring the Placing Shares and Warrants for its own
account or if it is acquiring the Placing Shares and Warrants on
behalf of another person it confirms that it exercises sole
investment discretion in relation to such other person's affairs
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 and Warrants;
1`. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
12. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the Prospectus
Regulation; and (ii) has been or will be prepared in connection
with the Placing;
13. 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, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
14. it has made its own assessment of the Company, the Placing
Shares and Warrants and the terms of the Placing and has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. It has
not relied on (i) any investigation that Cenkos or any person
acting on Cenkos's behalf may have conducted with respect to the
Company, the Placing or the Placing Shares and Warrants; or (ii)
any other information given or any other representations,
statements or warranties made at any time by any person in
connection with Admission, the Company, the Placing, the Placing
Shares, the Warrants or otherwise;
15. none of Cenkos, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares and the
Warrants or the Company or any other person in addition to the
information in this Announcement; nor has it requested Cenkos, the
Company, any of their respective affiliates, agents, consultants,
employees, directors or officers or any person acting on behalf of
any of them to provide it with any such information;
16. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither Cenkos nor
any persons acting on behalf of either of them are responsible for
or has or shall have any liability for any information,
representation, warranty or statement, written or oral relating to
the Company and either contained in this Announcement or previously
or concurrently published by or on behalf of the Company. Cenkos
will not 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 Exchange Information
or otherwise. None of Cenkos, the Company, nor any of their
respective affiliates, agents, consultants, directors, employees or
officers has made any representation or warranty to the Placee,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the Warrant or the accuracy, completeness or
adequacy of the information in this Announcement or the Exchange
Information. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
17. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained or referred to in this Announcement. It has
satisfied itself that such information is still current and is all
that it deems necessary to make an investment decision in respect
of the Placing Shares;
18. it has the funds available to pay for the Placing Shares and
the Warrants which it has agreed to acquire and acknowledges,
agrees and undertakes that it will make payment to Cenkos for the
Placing Shares and Warrants allocated to it in accordance with the
terms and conditions of this Announcement on the due times and
dates set out in this Announcement or the relevant contract note,
failing which the relevant Placing Shares and Warrants may be
placed with others on such terms as Cenkos may, in their absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and Warrants 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 and Warrants on its
behalf;
19. it, or the person specified by it for registration as a
holder of the Placing Shares and Warrants will be responsible for
any liability to stamp duty or stamp duty reserve tax payable on
the acquisition of any of the Placing Shares or Warrants or the
agreement to subscribe for the Placing Shares and Warrants and
shall indemnify the Company and Cenkos in respect of the same on
the basis that the Placing Shares will be allotted to a CREST stock
account of Cenkos who will hold them as nominee on behalf of such
Placee (or the person specified by it for registration as holder of
the Placing Shares) until settlement with it in accordance with its
standing settlement instructions. Warrants will be delivered
directly to the CREST stock account of the Placee (or of the person
specified by it for registration as holder of the Warrants) by the
Receiving Agent;
20. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares and Warrants 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 no instrument
under which it subscribes for Placing Shares and Warrants (whether
as principal, agent or nominee) would be subject to stamp duty or
stamp duty reserve tax at the increased rates referred to in those
sections and that it, or the person specified by it for
registration as holder of the Placing Shares and Warrants, 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 and Warrants would give rise to such a
liability;
21. 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 and Warrants 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 Cenkos has not approved this
Announcement in its capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
22. 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 and Warrants (including all relevant provisions
of the FSMA in respect of anything done in, from or otherwise
involving the United Kingdom);
23. none of Cenkos, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are 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
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of Cenkos' rights and obligations
thereunder, including any rights to waive or vary any conditions or
exercise any termination right. Its participation in the Placing is
on the basis that it is not and will not be a client of Cenkos and
Cenkos has no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of
the FCA, and any payment by it will not be treated as client money
governed by the rules of the FCA;
24. Cenkos and each of its respective affiliates, each acting as
an investor for its or their own account(s), may, in accordance
with applicable legal and regulatory provisions, bid or subscribe
for and/or purchase Placing Shares and Warrants and, in that
capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares and Warrants, 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 and Warrants being
offered, subscribed, acquired or otherwise dealt with should be
read as including any offer to, or subscription, acquisition or
dealing by, Cenkos and/or any of its respective affiliates, acting
as an investor for its or their own account(s). Neither Cenkos nor
the Company intends to disclose the extent of any such investment
or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
25. it will not make any offer to the public of the Placing
Shares and Warrants and it has not offered or sold and will not
offer or sell any Placing Shares or Warrants to persons in the
United Kingdom or elsewhere in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom for the purposes of section 85(1) of FSMA or an
offer to the public in any other member state of the EEA within the
meaning of the UK Prospectus Regulation, or an offer to the public
in any Relevant State within the meaning of the EU Prospectus
Regulation;
26. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, 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;
27. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
28. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
29. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
30. in order to ensure compliance with the Money Laundering
Regulations 2017, Cenkos, 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 Cenkos or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares and Warrants may be retained at Cenkos' absolute
discretion or, where appropriate, delivery of the Placing Shares
and Warrants to it in uncertificated form may be delayed at Cenkos'
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Cenkos, for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Cenkos and/or the Company may, at
their absolute discretion, terminate their 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;
31. it acknowledges that its commitment to acquire Placing
Shares and Warrants on the terms set out in this Announcement and
in the contract note 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 Cenkos's conduct of the Placing;
32. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares and
Warrants. 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;
33. it irrevocably appoints any duly authorised officer of
Cenkos 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 and Warrants for which it agrees to subscribe or
purchase upon the terms of this Announcement;
34. the Company, Cenkos and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Cenkos on its own behalf and on behalf of the Company
and are irrevocable, and agree that if any of the representations
and agreements deemed to have been made by it by its subscription
for, or purchase of, Placing Shares and Warrants, are no longer
accurate, it shall promptly notify the Company and Cenkos;
35. time is of the essence as regards its obligations under this
Appendix;
36. 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 Cenkos;
37. the terms and conditions 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 Placing 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 any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares and Warrants (together with any
interest chargeable thereon) may be taken by the Company or Cenkos
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; and
38. its obligations are irrevocable and legally binding and
shall not be capable of recission or termination by it in any
circumstances, save only to the extent permitted by law.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Cenkos and each of its respective affiliates, agents,
consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by
Cenkos, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers 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 completion of the Placing.
The agreement to allot and issue Placing Shares and Warrants to
Placees (or the persons for whom Placees are contracting as agent)
free of stamp duty and stamp duty reserve tax in the United Kingdom
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, directly by the Company.
Such agreement assumes that the Placing Shares and Warrants are not
being acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares or Warrants into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealings in the Placing Shares and
Warrants, stamp duty or stamp duty reserve tax may be payable. In
that event, the Placee agrees that it shall be responsible for such
stamp duty or stamp duty reserve tax and neither the Company nor
Cenkos shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and they should notify Cenkos accordingly. In addition,
Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the acquisition by
them of any Placing Shares and Warrants or the agreement by them to
acquire any Placing Shares and Warrants and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares and
Warrants has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Cenkos in the
event that either the Company and/or Cenkos have incurred any such
liability to such taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to Cenkos for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
If a Placee is acting in its capacity as agent, as a
discretionary investment manager on behalf of its underlying
clients (who may include individuals and/or retail clients as
defined within MiFID II and/ or the FCA rules), then the
discretionary investment manager shall be regarded as the Placee
for the purpose of this Announcement and not the underlying client.
For the avoidance of doubt, the representations and warranties are
given by the Placee itself, and not the underlying client(s).
Each Placee and any person acting on behalf of the Placee
acknowledges that Cenkos do not owe any fiduciary or other duties
to any Placee in respect of any acknowledgements, agreements,
indemnities, representations, undertakings or warranties in the
Placing Agreement.
Any money held in an account with Cenkos 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 FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
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 Placing Shares and Warrants 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 Placing Shares and
Warrants. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange. The Warrants will not be admitted to
trading on any 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFFLFBFLLLFBZ
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December 01, 2021 06:29 ET (11:29 GMT)
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