TIDMCREO
RNS Number : 2339V
Creo Medical Group PLC
02 December 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF CREO MEDICAL GROUP PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
2 December 2019
Creo Medical Group plc
("Creo" the "Company" or the "Group")
Fundraising, including Firm Placing, to raise a minimum of
GBP43.0 million
Launch of Accelerated Book Build
and
Open Offer to raise up to GBP6.6 million
Creo Medical Group plc (AIM: CREO), a medical device company
focused on the emerging field of surgical endoscopy, announces that
it has conditionally raised GBP43.0 million at the Issue Price of
180 pence per Ordinary Share by way of a Firm Placing. Immediately
following the release of this Announcement, the Company will launch
an accelerated bookbuild on the same terms as the Firm Placing,
which will be made available to new and existing institutional and
other eligible investors. The book will close at the sole
discretion of Cenkos in consultation with the Company, which is
expected to be on 3 December 2019.
The Company is also proposing to raise up to GBP6.6 million by
way of an Open Offer which will be available to all Qualifying
Shareholders on the Record Date. The Fundraising comprises the Firm
Placing, the Placing and the Open Offer. Orders from certain Firm
Placees under the Firm Placing are based on the percentage of the
size of the Firm Placing and the Placing. As such, certain the
orders under the Firm Placing will increase, depending on the size
of the Firm Placing and the Placing. A circular will be published
setting out the full details, terms and conditions and timetable of
the Open Offer on or around 4 December 2019.
Highlights:
-- Firm Placing to raise GBP43.0 million at the Issue Price of 180 pence.
-- Launch of accelerated bookbuild, which will open with
immediate effect following this Announcement.
-- Open Offer to raise up to GBP6.6 million at the Issue Price.
-- Issue Price represents a discount of approximately 8.9 per
cent to the closing mid-market price of 197.5 pence on 29 November
2019.
-- The Company intends to use the net proceeds from the
Fundraising for working capital to provide a strong balance sheet
to continue its commercialisation of the CROMA Advanced Energy
Platform and associated devices, as well as to provide funds
for:
- US commercialisation expansion including potential M&A;
- Development of IP portfolio in areas such as plasma
sterilisation, neurology and additional energy modalities within
the CROMA Advanced Energy Platform;
- Continued development of CROMA technology;
- Clinical trials for Chinese and Japanese markets; and
- Continued research and development of new devices.
Craig Gulliford, Creo's Chief Executive Officer, commented: "The
injection of additional funds ensures that we can fully capitalise
on the growing opportunity that endoscopic surgery offers and will
help to accelerate the commercial roll-out of our wider suite of
patented electrosurgical devices powered by the CROMA Advanced
Energy Platform. This also provides us with a platform to explore
potential strategic acquisition opportunities in areas where we can
identify adjacent technologies or infrastructure that will support
our ambitious growth plans."
If you would like to participate in the accelerated bookbuild,
please contact your usual contact on the Growth Companies Sales
Team or call the Cenkos dealing desk on +44 (0)20 7397 1946.
Enquiries:
Creo Medical Group plc investors.creomedical.com
Richard Rees (CFO) +44 (0)1291 606 005
Cenkos Securities +44 (0)20 7397 8900
Stephen Keys / Cameron MacRitchie
(NOMAD)
Michael Johnson / Russell Kerr
(Sales)
Walbrook PR Ltd Tel: +44 (0)20 7933 8780 or creo@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: +44 (0)7980 541 893 / +44 (0)7515
909 238
(1) Background to and reasons for the Fundraising
The Company is pursuing the Fundraising to build on the
milestones that it has achieved since IPO and to prepare itself for
the next stage of development. The Directors believe that, with the
technology it has developed along with its pipeline medical
devices, the Company is well placed to capitalise on the rise of
endoscopic surgery, enabling the performance of clinical procedures
to be carried out via an endoscopic procedure minimally and
non-invasively and which, many expect, will replace more
traditional open and laparoscopic surgical procedures. The Company
has developed a suite of patented electrosurgical devices, each of
which is powered by the Company's CROMA Advanced Energy Platform
("CROMA"), which enables bipolar radiofrequency energy and high
frequency focussed microwave energy to be delivered to its devices
via a single accessory port. The Company intends to use the net
proceeds of the Fundraising to (i) accelerate the commercial
rollout of its products in the US and in other jurisdictions in
conjunction with its global distribution partners, (ii) explore
potential strategic acquisition opportunities, (iii) achieve
continued regulatory clearance for its suite of GI devices, (iv)
continue research and development of new devices, energy modalities
and applications for CROMA based on the extensive suite of IP owned
by Creo, (v) clinical trials for Chinese and Japanese markets and
(vi) to mitigate funding risk for the foreseeable future.
Summary of Creo Medical
Creo is a medical device company focused on the development and
commercialisation of minimally invasive electrosurgical devices,
bringing advanced energy to endoscopy. The Company's vision is to
improve patient outcomes through the development and
commercialisation of a suite of electrosurgical devices, each
powered by CROMA. CROMA delivers bipolar radiofrequency ("RF")
energy for precise localised cutting and focussed high frequency
microwave ("MW") energy for controlled coagulation and ablation via
a single accessory port. This technology, combined with Creo's
range of patented electrosurgical devices, is designed to provide
clinicians with flexible, accurate and controlled clinical
solutions. Creo's three initial areas of focus are (1) in the
gastrointestinal ("GI") tract, (2) soft tissue ablation (including
but not limited to, the liver, pancreas, kidney and (3) lung
interventions for the resection and/or ablation of pre-cancerous
and cancerous lesions. The Directors believe the Company's
technology can impact the landscape of surgery and endoscopy by
providing a safer, less-invasive and more cost-efficient option for
procedures.
The Company's strategy is to bring CROMA to market through a
suite of electrosurgical devices which the Company has designed,
initially for the emerging field of GI therapeutic endoscopy, an
area with high unmet needs. Unlike traditional open surgery and
more advanced keyhole/laparoscopic surgeries that require incisions
to be made in the patient to gain access to diseased tissue,
endoscopic devices gain access via natural orifices. As no
incisions are made through the skin, the risks associated with
infection are significantly reduced, as are the procedure and
recovery times. Furthermore, patients can undergo certain
procedures under mild sedation and without general anaesthetic and
can, therefore, usually be treated as day patients in endoscopy
suites or outpatient clinics. This reduces the length of stay in
hospital, the risk of infection, and the cost of procedure by
transferring therapy from the operating theatre to the endoscopy
suite.
Core Products Utilising CROMA
CROMA delivers bipolar RF and focused high frequency MW advanced
energy through a single accessory port to enable a suite of multi
and single modality, matched devices which are optimised around the
core tissue effects of dissection, resection, haemostasis and
ablation. These core tissue effects, are optimised around a wide
range of evolving device families:
-- Speedboat - is the Company's flagship product and, the
Directors believe, the only bipolar RF blade in the world, with
multiple applications for dissection of pre-cancerous and cancerous
lesions in the lower GI tract and upper GI as well as other
procedures such as Peroral Endoscopic Myotomies (POEMs). The
Speedboat device enables the endoscopist to (i) lift tissue with
viscous fluid injection via a retractable needle, (ii) precisely
cut tissue using bipolar RF energy delivered along the edge of the
instrument for localised energy transfer, allowing for a lower
energy requirement reducing the risks associated with monopolar
tissue resection (where the current passes through the delicate
tissue structure, and returning via a large dispersive pad) and
(iii) deliver high frequency controlled and focussed microwave
coagulation, all within a single instrument. The Speedboat device
was CE marked for lower GI tract use and gained FDA clearance for
upper and lower GI tract use in 2017 and was commercially launched
in October 2019.
-- Resector ("RG-1") - is, the Directors believe, the only
bipolar flexible RF and MW scissor device in the world. Building on
the Speedboat blade technology, RG-1 enables the clinician to
grasp, cut and coagulate highly perfused and vascular tissue (such
as in the colon, stomach, liver or spleen). The ability to
alternate between cutting and coagulating using RF and MW energy
across the 'jaws' of the RG-1 gives the clinician significantly
more control and is a strong differentiator. The device provides a
gliding cut as well as a conventional bipolar RF cutting between
two jaws at opposite polarities and offers great utility to
bloodlessly resect/dissect and coagulate in a wide range of organs
within the human body by sequentially applying the microwave field
followed by the RF field to coagulate and then cut. The Company
expects to file for CE marking (in alignment with Speedboat) and
FDA clearance in Q4-2019/Q1-2020 with the aim of launching the RG-1
device commercially in 2020.
-- Needle Probe tissue ablation device ("NP-1") - is, the
Directors believe, the smallest diameter MW ablation needle antenna
in the world. With a diameter of less than 1mm, the NP-1 device can
be used in a variety of ablation procedures such as open,
laparoscopic and flexible endoscopic procedures. Designed to be the
same form and dimensions as a standard biopsy needle already in
use, NP-1 is designed for the ablation of a wide range of tissue
types (such liver, kidney, lung, muscle and pancreas). Due to the
small diameter of the device, it can be used to ablate tumours in
highly perfused organs without the risk of bleeding prior to energy
delivery due to the sub-mm insertion tract. The Company expects to
file for CE marking and FDA clearance in Q4-2019/Q1-2020 with the
aim of launching the NP-1 device commercially in 2020.
-- Haemostasis probe ("HS-1") - is, the Directors believe, the
only non-stick, MW haemostasis device in the world for the
treatment of upper and lower GI bleeds, such as stomach ulcers or
bleeding polyps. While the market is dominated by RF energy
devices, the HS-1 will offer clinicians a MW energy option.
Importantly, unlike traditional RF electrodes that require direct
electrode contact for the current to flow, MW energy does not
require a current path or direct tissue contact allowing the device
to have a non-stick coating applied. The HS-1's non-stick coating
allows it to be removed without sticking to the coagulated tissue,
thus overcoming a key disadvantage of traditional RF "sticky"
devices which can cause the bleed to restart adding risk to the
patient. Furthermore, with traditional RF devices energy is
sometimes applied for longer than is necessary, which can result in
tissue charring, which is extremely undesirable. The Company
expects to file for CE marking in Q4-2019/Q1-2020. Creo's 510k
application has been made and is currently in the interactive phase
of the FDA review, with the aim of launching the HS-1 device
commercially in 2020.
-- Flexible Ablation Device ("AB-1") - is a new soft tissue
ablation device which has been designed with the aim of being able
to ablate nodules and tumours in the lungs, in particular the
airways, using the highest frequency MW energy used for tumour
ablation. This device also has potential to be used to treat a
number of other conditions, where a small diameter flexible device
enables access into regions of the body that are otherwise
inaccessible. The device could be particularly useful to treat a
range of ENT indications, including nasopharyngeal cancer. Due to
its small size and flexibility, the AB-1 has the potential to reach
deep into the lung where, once in position, the device can be
inserted through a catheter and then inserted into the tumour. The
Company expects to file for CE marking and FDA clearance in
Q4-2019/Q1-2020 with commercial launch in 2020.
The Directors believe that the addressable GI endoscopic
instrument market is between $3.0 and $5.0 billion and that by 2030
approximately 10 per cent. of total surgeries are expected to be
undertaken endoluminally.
IP Development Strategy
Creo's IP strategy is to file new ideas to enhance CROMA and its
range of electrosurgical devices at the earliest possible point, as
soon as the concept has been proven on the bench. To date, this has
been beneficial to the Company in terms of obtaining a priority
date that prevents other parties using Creo's unique combination of
bipolar RF energy and high frequency focussed MW energy. Since IPO,
Creo has also applied for patent protection in respect of a number
of future energy modalities and electrosurgical device structures
that the Company aims to introduce into its future products. Creo's
strong IP portfolio protects CROMA and the Company's instruments
and importantly covers both endoscopic instruments and potential
instruments for performing laparoscopic and open surgical
procedures. The combination of bipolar RF and high frequency
focussed MW energy delivery is unique to Creo in all three areas of
electrosurgery.
As of 1 November 2019, Creo's IP estate consisted of 171
worldwide granted patents, 545 pending patents, and 87 patent
families. Creo's patent estate is growing at a steady rate covering
existing products, future enhancements to CROMA and future product
ideas.
Clinical Education Programme ("CEP")
Creo has established a clearly defined and repeatable CEP across
the US, Europe, Asia-Pacific and South Africa to develop training
centres of excellence in core markets. These clinical education and
mentoring events are designed to enable clinicians to be trained in
the safe use of the commercially launched Speedboat device. The CEP
seeks to ensure that first adopters of Speedboat have been
carefully mentored and can deliver training in this emerging field
of surgical endoscopy to their fellow clinicians at a consistently
high standard, safeguarding quality control and ensuring best
patient outcomes. To date, the Company has trained over 80
clinicians (with the goal of training around 100 by the end of
2019) and has a backlog of trainees, some of whom will become the
trainers of the future for the Company's distribution partners. The
number of procedures performed has increased substantially in 2019
with successful procedures in the US, UK, India, South Africa and
mainland Europe, removing lesions with Speedboat in both upper and
lower GI cases.
Commercial Strategy
The US remains the largest healthcare market globally and,
therefore, it is a key commercial focus for the Company to gain
early market traction in the US. The Company has placed products
directly into nine major US hospitals, with procedures successfully
carried out on patients with Speedboat as well as the first
commercial orders and revenue coming from the region.
Outside of the US, the Company has signed multiple framework
distribution agreements as part of its education led commercial
strategy. These agreements provide the partners to establish,
alongside Creo, CEPs in their respective territories and to
undertake initial market seeding of Creo's products, which the
Directors expect will enable the Company to scale rapidly. The
Company has partnered with Diagmed Healthcare Limited in the UK,
MEDITEK SYSTEMS in India, JJP Hospitalaria SL in Spain, First
Medical Company in South Africa, STINNOW Medical covering Belgium,
the Netherlands and Luxembourg, PENTAX Europe GmbH covering France,
Germany and Italy and PENTAX Medical covering Asia Pacific.
Strategic Acquisitions
The Company continues to identify, and has been presented with a
number of, potential acquisition opportunities which, the Board
believes, could give the Company the opportunity to further utilise
the potential in CROMA and accelerate its ability to place products
in the market. When assessing opportunities, the Board aims to
accelerate access to market either with adjacent technologies or
infrastructure whilst seeking synergistic benefits to the group as
a whole.
(2) Use of Proceeds
The Company intends to use the net proceeds from the Fundraising
to provide it with a strong balance sheet to commercialise the
CROMA platform and suite of devices, for general working capital
and to provide funds for:
-- US commercialisation expansion including potential M&A;
-- Development of IP portfolio in areas such as plasma
sterilisation, neurology and additional energy modalities within
the CROMA platform;
-- Continued development of CROMA technology;
-- Clinical trials for Chinese and Japanese markets; and
-- Continued research and development of new devices.
(3) Directors' participation in the Fundraising
As part of the Fundraising, David Woods, Non-Executive Director,
intends to subscribe for 25,000 Firm Placing Shares at the Issue
Price. On Admission, David Woods will hold a beneficial interest in
25,000 Ordinary Shares.
Share Incentive Scheme
Since inception, the Board has recognised that the retention and
incentivisation of the Company's founders and management team is
key. As the Company continues to hit its milestones, the Board has
considered how best to achieve these goals and, at the board
meeting held on 17 October 2019, it was resolved that the Company
commence the steps to implement a Joint Share Ownership Plan
("JSOP" or the "Scheme"), in addition to its existing management
incentive plans and other employee share incentive plans. The
Scheme, which the Company is in the process of setting up, is
structured such that any individuals granted awards shall, on that
date, acquire an interest in Ordinary Shares jointly with the
trustee of an Employee Benefit Trust ("EBT"). It is expected that
awards under the Scheme will be subject to usual performance
criteria and leaver provisions.
The EBT will be issued with, and or purchase, Ordinary Shares to
satisfy awards under the JSOP. The Ordinary Shares held within the
JSOP will be calculated within the Company's overall share option
pool.
Board Composition
The Company regularly reviews the make-up of its Board to ensure
that it maintains the optimum level and blend of experience, skill,
independence and corporate governance. As the Company matures, it
intends to appoint an additional independent non-executive director
and the Company expects to make a further announcement in this
regard shortly.
(4) Details of the Firm Placing
The Company has conditionally raised GBP43.0 million before
expenses by the conditional Firm Placing of 23,888,889 Firm Placing
Shares at the Issue Price by Cenkos, as agent for the Company, with
the Firm Placees. Orders from certain Firm Placees under the Firm
Placing are based on the percentage of the size of the Firm Placing
and the Placing. As such, certain the orders under the Firm Placing
will increase, depending on the size of the Firm Placing and the
Placing.
The Firm Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting by Shareholders;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
(c) Admission becoming effective by no later than 8.00 a.m. on
24 December 2019 or such later time and/or date (being no later
than 8.00 a.m. on 31 December 2019) as Cenkos and the Company may
agree.
If any of the conditions are not satisfied, the Firm Placing
Shares will not be issued and all monies received from the Firm
Placees will be returned to the Firm Placees (at the Firm Placees'
risk and without interest) as soon as possible thereafter. The Firm
Placing is not being underwritten.
The Firm Placing Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
For the avoidance of doubt, subscribers for Firm Placing Shares
and/or Placing Shares will not be entitled to participate in the
Open Offer in respect of those shares
(5) Details of the Placing
The Placing is subject to the terms and conditions set out in
Appendix I to this announcement (which, together with the
definitions set out in Appendix II, forms part of this
announcement, such announcement and Appendices together being, this
"Announcement"). The Company and Cenkos reserve the right to change
the size of the Placing in their absolute discretion. A further
announcement will be made on the closing of the bookbuild process,
which is expected to be on 4 December 2019.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting by Shareholders;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
(c) Admission becoming effective by no later than 8.00 a.m. on
24 December 2019 or such later time and/or date (being no later
than 8.00 a.m. on 31 December 2019) as Cenkos and the Company may
agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter. The Placing is not being
underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Further details of the Placing Agreement can be found in the
terms and conditions of the Placing contained in Appendix I to this
Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including the Appendices, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in Appendix I to this
Announcement.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in Appendix I to this Announcement.
For the avoidance of doubt, subscribers for Firm Placing Shares
and/or Placing Shares will not be entitled to participate in the
Open Offer in respect of those shares
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
(6) General Meeting
The Directors do not currently have authority to allot all of
the Firm Placing Shares and any potential Placing Shares and or
Open Offer Shares. Accordingly, the Board is seeking the approval
of Shareholders to allot the New Ordinary Shares at a General
Meeting, together with approval to disapply pre-emption rights in
respect of the proposed Fundraising. The Directors anticipate
posting a Circular to Shareholders to convene the General Meeting
on 4 December 2019, which will contain the ordinary and special
Resolutions to be voted on.
Important Notices
This Announcement is released by Creo Medical Group plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Placing described above, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
You should not place undue reliance on forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unauthorised or unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, delivered or transferred, directly or
indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Company does not intend to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of FSMA
and a copy of it has not been, and will not be, delivered to the
FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Directive. Its contents have not been
examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section
21 of FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(e) of the Prospectus Regulation
(EU) 2017/1129 ("Qualified Investors") and (b) if in the United
Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of FSMA and (c)
otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"Relevant Persons"). Any investment in connection with the Placing
will only be available to, and will only be engaged with, relevant
persons. Any person who is not a Relevant Person should not act or
rely on this Announcement or any of its contents.
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
(apart from the responsibilities or liabilities that may be imposed
by the FSMA or other regulatory regime established thereunder) or
by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and sole bookrunner for
the Company and for no-one else in connection with the Placing, and
Cenkos will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
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 or Cenkos 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 to inform themselves about, and to observe such
restrictions.
The Announcement does not constitute a recommendation concerning
any investor's options with respect to the Placing. The Placing
Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective purchasers of
the Placing Shares should conduct their own due diligence, analysis
and evaluation of the business and date described in this
Announcement, including the Placing Shares. The pricing and value
of securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this Announcement are
not to be construed as financial, legal, business or tax advice. If
you do not understand the contents of this Announcement you should
consult an authorised financial adviser, legal adviser, business
adviser or tax adviser for financial, legal, business or tax
advice.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such 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, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The 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 or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Appendix I
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
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 EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMED FROM
TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS");
AND (B) IN THE UNITED KINGDOM, INVESTORS WHO ARE PERSONS WHO: (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (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 CREO MEDICAL GROUP PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Cenkos Securities plc
("Cenkos") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (the "FSMA")
does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraising or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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, the Financial Markets Authority of New Zealand 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 the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
who acquires any Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons other than Qualified Investors
or in circumstances in which the prior consent of Cenkos has been
given to the offer or resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
in relation to the Fundraising or the Placing Shares and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules for Companies) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Company, Cenkos or any other person and none of the Company, Cenkos
or any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement
The Company proposes to raise capital by way of a firm placing,
a placing and an open offer (the "Fundraising"). Cenkos has today
entered into a firm placing, placing and open offer agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, Cenkos,
as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure placees (the "Firm Placees") for
shares in the Company pursuant to the firm placing (the "Firm
Placing Shares") and Placees for the Placing Shares, in each case,
at the Issue Price.
The Firm Placing Shares and the Placing Shares will, when
issued, be subject to the articles of association of the Company
(the "Articles") and credited as fully paid and will rank pari
passu in all respects with the Existing 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 Firm Placing
Shares and the Placing Shares.
Firm Placing
Cenkos has received confirmation by a number of firm placing
letters under which, and on the terms and subject to the conditions
set out in the Placing Agreement, certain Firm Placees will
subscribe for Firm Placing Shares at the Issue Price. The total
commitment for Firm Placing Shares is GBP43.0 million.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Firm Placing Shares and the Placing Shares to
trading on AIM.
It is expected that Admission will take place no later than 8.00
a.m. on 24 December 2019 and that dealings in the Firm Placing
Shares and the Placing Shares on AIM will commence at the same
time.
Principal terms of the Placing
1 Cenkos is acting as placing agent and broker to the
Fundraising, as agent for and on behalf of the Company. Cenkos is
authorised and regulated in the United Kingdom by the FCA and 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.
2 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 respective affiliates are entitled to
participate in the Placing as principal.
3 The price per Placing Share (the "Issue Price") is 180 pence
and is payable to Cenkos as agent of the Company by all
Placees.
4 Each Placee's allocation is determined by Cenkos in their
discretion following consultation with the Company and has been or
will be confirmed orally by Cenkos, as applicable, and a form of
confirmation will be dispatched as soon as possible thereafter.
That oral confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of Cenkos and the Company, under which it agrees
to acquire the number of Placing Shares allocated to the Placee at
the Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Articles. Except with the prior written consent of the Cenkos, such
commitment will not be capable of variation or revocation at the
time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by Cenkos. The terms of
this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos as agent for the Company, to pay
to them (or as they may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 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".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of its affiliates, agents,
directors, officers, 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), (d) any person acting on behalf of
Cenkos, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither of the Cenkos nor any of their respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Fundraising or of such alternative method of
effecting the Fundraising as Cenkos and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
Cenkos (or either one of them), as soon as it is able which will
confirm the number of Placing Shares allocated to them, 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:
GB00BZ1BLL44) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 24 December 2019 unless otherwise
notified by the Cenkos and Admission is expected to occur no later
than 8.00 a.m. on 24 December 2019 unless otherwise notified by
Cenkos. Admission and settlement may occur at an earlier date,
which if achievable, will be set out in the Circular. Settlement
will be on a delivery versus payment basis. However, 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, Cenkos may agree that the Placing Shares should be issued
in certificated form. Cenkos reserves the right to require
settlement of the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as they deem 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 2 percentage points above prevailing LIBOR as
determined by Cenkos.
Each Placee agrees that if it does not comply with these
obligations, Cenkos may sell, charge by way of security (to any
funder of Cenkos) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for
either the Broker's own accounts and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due and
any costs and expenses properly incurred by Cenkos as a result of
the Placee's failure to comply with its obligations. The relevant
Placee will, however, remain liable for any shortfall below the
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 on their behalf. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until such time as it has fully complied with its
obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cenkos under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) Admission taking place not later than 8.00 a.m. on 24
December 2019 or such later date as is agreed in writing between
the Company and Cenkos, but in any event not later than 8.00 a.m.
on 31 December 2019 (the "Long Stop Date"));
(b) the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission;
(c) there not occurring, in the opinion of Cenkos (acting in
good faith), a material adverse change in, or any development
involving a prospective material adverse change in or affecting the
condition (financial, operational, legal or otherwise), or in the
earnings, management business, affairs, solvency or prospects, or
results of operations of the Company (a "Material Adverse Change"),
whether or not arising in the ordinary course of business and
whether or not foreseeable at the date of the Placing
Agreement;
(d) the general meeting to be held by the Company having taken
place, no adjournment of the general meeting having occurred
without the prior written consent of Cenkos and the relevant
resolutions having been passed at the general meeting without
amendment;
(e) application having been made to Euroclear for admission of
the Open Offer Entitlements to CREST as participating securities
(as defined in the CREST Regulations) and the new Ordinary Shares
to CREST as Participating Securities and no notification having
been received from Euroclear on or before Admission becoming
effective that such admission or the continued admission of the new
Ordinary Shares as Participating Securities has been or is to be
refused or revoked;
(f) satisfaction or, where appropriate, the waiver of certain
other conditions set out in the Placing Agreement,
(all conditions to the obligations of the 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 the Cenkos may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Fundraising will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Fundraising" below and will not be capable of rescission or
termination by it.
Certain conditions may be waived in whole or in part by Cenkos,
in their absolute discretion, by notice in writing to the Company
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
Announcement.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers or employees 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 Fundraising
Cenkos may terminate the Placing Agreement, in accordance with
its terms, at any time prior to Admission if, inter alia:
1 any of the warranties in the Placing Agreement were untrue or
inaccurate, or were misleading when given; or
2 the Company fails to comply with its obligations under the
Placing Agreement where such failure is material in the context of
the Fundraising or Admission; or
3 any statement of material fact contained in the Placing
Documents has become or been discovered to be untrue, inaccurate or
misleading in any respect or there has been a material omission
from the Placing Documents; or
4 a matter, fact, circumstance or event has arisen such that in
the opinion of Cenkos (acting in good faith) a supplementary
circular and/or supplementary press announcement is required to be
published; or
5 in the opinion of Cenkos (acting in good faith) (i) there has
occurred a force majeure event which would or would be likely to
prejudice materially the Company or the Fundraising or render the
creation of a market in the ordinary share capital of the Company
temporarily or permanently impracticable or (ii) any Material
Adverse Change has occurred.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company or the 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 none of the Company nor Cenkos
need make any reference to such Placee and that none of the
Company, Cenkos 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.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Fundraising"
section above and will not be capable of rescission or termination
by it after the issue by the Cenkos of a form of confirmation
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where Cenkos
expressly agree in writing to the contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Fundraising, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Fundraising and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Regulation; and (b) has been or will be prepared in connection with
the Fundraising;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, 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
and that it is able to obtain or access such 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;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested any of
Cenkos, the Company, any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them to provide it with any such information;
5 neither Cenkos nor any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) none of the
Company, Cenkos nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; (c) it has
conducted its own investigation of the Company, the Placing and the
Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and (d) has not relied on
any investigation that Cenkos or any person acting on their behalf
may have conducted with respect to the Company, the Placing or the
Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of Cenkos nor any
persons acting on behalf of them are responsible for or has or
shall have any liability for any information, representation,
warranty or statement relating to the Company contained in this
Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan, New Zealand 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, New Zealand, the Republic of South Africa or in any
country or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges that it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Fundraising in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
15 neither Cenkos, nor its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Fundraising and that participation in the
Fundraising is on the basis that it is not and will not be a client
of Cenkos and Cenkos have no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Fundraising nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Cenkos for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement
on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such
terms as Cenkos may, in its 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 may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
17 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 in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of the Company or Cenkos will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Fundraising and agrees to
pay the Company and Cenkos in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of Cenkos or transferred to a
CREST stock account of Cenkos who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and Cenkos for
the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another
person);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares 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 purposes 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 within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Regulation;
23 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the FSMA (Financial Promotion) Order 2005, as amended,
and/or an authorised person as defined in section 31 of FSMA; and
(b) section 86(7) of FSMA ("Qualified Investor"), being a person
falling within Article 2(e) of the Prospectus Regulation. For such
purposes, it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by Cenkos as an authorised person
under Section 21 of FSMA and therefore is not subject to the same
controls applicable to a financial promotion made by an authorised
person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
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 a member state
of the EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the express
prior written consent of Cenkos has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither of Cenkos nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29 none of the Company or Cenkos, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of the Company, Cenkos or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Fundraising
nor providing advice in relation to the Fundraising nor in respect
of any representations, warranties, acknowledgements, agreements,
undertakings, or indemnities 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;
30 acknowledges and accepts that Cenkos may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Placing Shares and/or related instruments for
their own account for the purpose of hedging their underwriting
exposure or otherwise and, except as required by applicable law or
regulation, Cenkos will not make any public disclosure in relation
to such transactions;
31 Cenkos and each of its affiliates, each acting as an investor
for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Cenkos and/or any of its
respective affiliates, acting as an investor for its or their own
account(s). None of the Company or Cenkos intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
32 it has not offered or sold and will not offer or sell any
Placing Shares to persons 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 any
member state of the EEA within the meaning of the Prospectus
Regulation;
33 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 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;
34 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
35 in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, Cenkos (each 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 may be retained at Cenkos' absolute discretion or,
where appropriate, delivery of the Placing Shares 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' (each 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 its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
36 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Cenkos'
conduct of the Placing;
37 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Fundraising. 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 Fundraising,
including the merits and risks involved;
38 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 for which it agrees to subscribe or purchase upon the terms
of this Announcement;
39 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;
40 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
41 time is of the essence as regards its obligations under this Appendix;
42 any document that is to be sent to it in connection with the
Fundraising will be sent at its risk and may be sent to it at any
address provided by it to Cenkos;
43 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
44 these 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 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 (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.
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 their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Company,
Cenkos or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, 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
none of the Company or 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 or the agreement by
them to acquire any Placing Shares 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 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 any of
the Company and/or Cenkos has incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Cenkos for
themselves and on behalf of the Company and are irrevocable.
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 representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cenkos may (at their absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Cenkos, 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; as a consequence
this money will not be segregated from Cenkos' money (as
applicable) in accordance with the client money rules and will be
held by it under a banking relationship and not as trustee.
References to time in this Announcement are to 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 shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix II
Definitions
The following definitions apply throughout this Announcement,
unless otherwise stated or the context requires otherwise:
"Admission" admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
"AIM" the AIM Market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
to time
"AIM Rules for Nominated the AIM rules for nominated advisers
Advisers" published by the London Stock Exchange
from time to time
"Announcement" this announcement (including any appendices)
"Articles" the articles of association of the Company
"Application Form" the application form accompanying the
Circular to be used by Qualifying Non-CREST
Shareholders in connection with the Open
Offer
"Business Day" a day (other than a Saturday, a Sunday
or a public holiday) on which clearing
banks are open for all normal banking
business in the city of London.
"Cenkos" or "Nominated Cenkos Securities plc, as the Company's
Adviser" or "Broker" nominated adviser and/or broker
"certificated form" an Ordinary Share recorded on a company's
or "in certificated share register as being held in certificated
form" form (namely, not in CREST)
"Circular" the circular to be sent to Shareholders
on or around 4 December 2019
"City Code" the City Code on Takeovers and Mergers
"Company" or "Creo" Creo Medical Group plc, a company incorporated
under the laws of England and Wales with
company number 10371794
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755) (as amended)
"CROMA" the CROMA Advanced Energy Platform
"Directors" or "Board" the directors of the Company being Charles
Spicer, Craig Gulliford, Richard Rees,
Chris Hancock, John Bradshaw and David
Woods, or any duly authorised committee
thereof
"Enlarged Share Capital" the issued Ordinary Shares immediately
following the Admission, assuming the
maximum number of New Ordinary Shares
are issued
"ENT" ear, nose and throat
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary Shares" the 121,543,585 Ordinary Shares in issue
at the date of this Announcement, all
of which are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"Firm Placees" subscribers for the Firm Placing Shares
"Firm Placing" the conditional placing of the Firm Placing
Shares by the Broker, as agents on behalf
of the Company, pursuant to the Placing
Agreement
"Firm Placing Shares" the 23,888,889 new Ordinary Shares to
be issued pursuant to the Firm Placing
"Form of Proxy" the form of proxy for use in connection
with the General Meeting which will accompany
the Circular
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Fundraising" the Firm Placing, the Placing and the
Open Offer
"General Meeting" the general meeting of the Company to
be held at 2 Temple Back East, Temple
Quay, Bristol BS1 6EG, at 11:00 a.m.
on 23 December 2019, notice of which
will be set out in the Circular
"GI" gastrointestinal tract
"Group" the Company, its subsidiaries and its
subsidiary undertakings
"IP" intellectual property
"IPO" the admission of the Company's Ordinary
Shares to trading on AIM, effective on
9 December 2016
"Issue Price" 180 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"MW" microwave
"New Ordinary Shares" the Firm Placing Shares, Placing Shares
and the Open Offer Shares
"Notice of General Meeting" the notice convening the General Meeting
which will be set out in the Circular
"Open Offer" the conditional invitation by the Company
to Qualifying Shareholders to apply to
subscribe for the Open Offer Shares at
the Issue Price on the terms and subject
to the conditions set out in the Circular
and, in the case of Qualifying Non-CREST
Shareholders, in the Application Form
which will accompany the Circular
"Open Offer Entitlement" the individual entitlements of Qualifying
Shareholders to subscribe for Open Offer
Shares allocated to Qualifying Shareholders
pursuant to the Open Offer
"Open Offer Shares" the up to 3,683,138 new Ordinary Shares
to be issued by the Company pursuant
to the Open Offer
"Ordinary Shares" ordinary shares of GBP0.001 each in the
capital of the Company
"Overseas Shareholders" Shareholders with a registered address
outside the United Kingdom
"Placees" subscribers for the Placing Shares
"Placing" the conditional placing of the Placing
Shares by the Broker, as agents on behalf
of the Company, pursuant to the Placing
Agreement, further details of which are
set out in this Announcement
"Placing Agreement" the conditional firm placing, placing
and open offer agreement dated 2 December
2019 and made between the Broker and
the Company in relation to the Fundraising
"Placing Shares" new Ordinary Shares to be issued pursuant
to the Placing
"Prospectus Rules" the prospectus rules made by the FCA
pursuant to section 73A of the FSMA
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in uncertificated form
"Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders Ordinary Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company
at the Record Date but excluding any
Overseas Shareholder who has a registered
address in any Restricted Jurisdiction
"Registrars" Equiniti Limited, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA
"Resolutions" the resolutions set out in the Notice
of General Meeting
"RF" Radiofrequency
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States of America, each State
thereof, its territories and possessions
(including the District of Columbia)
and all other areas subject to its jurisdiction
"uncertificated" or an Ordinary Share recorded on a company's
"in uncertificated form" share register as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
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.
END
MSCDBBDBUXDBGCC
(END) Dow Jones Newswires
December 02, 2019 02:00 ET (07:00 GMT)
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