THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAMBRIDGE COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX II OF THIS ANNOUNCEMENT.
29 May 2024
Cambridge Cognition Holdings plc
("Cambridge Cognition", the "Company" or the "Group")
Proposed Placing, Subscription and Open Offer
Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces its intention to conduct a placing ("Placing") and subscription ("Subscription") of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at an issue price of 40 pence per share (the "Issue Price") to new and existing institutional and other investors to raise gross proceeds of approximately £2.5 million to be used principally for growth and general working capital and to strengthen the Company's balance sheet as it continues its profitable momentum.
In addition, and in order to provide Qualifying Shareholders who have not taken part in the Placing or Subscription, with an opportunity to participate in the proposed Fundraising, the Company is providing Qualifying Shareholders the opportunity to subscribe, at the Issue Price, for an aggregate of up to 311,057 new Ordinary Shares ("Open Offer Shares"), to raise additional gross proceeds of up to a maximum of approximately £125,000 via an open offer ("Open Offer").
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. The Placing is subject to the terms and conditions set out in Appendix I to this Announcement. The Placing, Subscription and the Open Offer are not underwritten.
Fundraising highlights
Placing and Subscription
· Proposed Placing to raise approximately £2.1 million (before expenses) at the Issue Price.
· Conditional Subscription to raise approximately £0.4 million (before expenses) from an existing shareholder at the Issue Price.
· Certain Directors and management of the Company intend to subscribe for Placing Shares in the Placing for an aggregate amount of approximately £66,000. Further details will be announced as appropriate in due course.
· It is envisaged that the Bookbuild will be closed no later than 6:00 p.m. on 29 May 2024 but may be closed earlier, or later, at the discretion of the Joint Brokers.
· Details of the number of Placing Shares conditionally placed will be announced as soon as practicable after the closing of the Bookbuild.
· It is expected that the Placing will be eligible for participation by VCTs and that the EIS/VCT Shares will rank as a qualifying holding for the purposes of VCT tax relief, however there can be no guarantee that investment in the EIS/VCT Shares will be eligible for EIS tax relief.
· Any investment in the EIS/VCT Shares is subject to a cap on an individual investment of £500,000 per VCT.
Open Offer
· The Company is proposing to raise up to a maximum of approximately £125,000 (before expenses) by way of the Open Offer.
· The Open Offer will be made to Qualifying Shareholders pursuant to the terms and conditions to be set out in the Circular (as defined below).
· Subject to successful closing of the Bookbuild, the Open Offer will provide for Qualifying Shareholders to subscribe for up to 311,057 Open Offer Shares at the Issue Price on the basis of:
1 Open Offer share for every 113 Existing Ordinary Shares
held by Qualifying Shareholders on the Record Date.
· Shareholders subscribing for their full entitlement under the Open Offer may request additional Open Offer Shares through the Excess Application Facility.
· It is not expected that the Open Offer Shares will be eligible for participation by VCTs or be eligible for EIS tax relief.
The Company intends to use the net proceeds of the Fundraising (excluding the Open Offer), being approximately £2.1 million, for growth and technical and business development activities to explore healthcare opportunities and working capital purposes, including expansion of the Company's commercial team to support greater reach and management of key relationships; continuation of development projects and provision of balance sheet strength. Any excess funds raised pursuant to the Open Offer will be applied towards working capital needs and balance sheet strength.
The Issue Price represents approximately a 10.1 per cent. discount to the mid-market closing price of the Ordinary Shares on 28 May 2024, being the last practicable date prior to the date of the Announcement.
Upon completion of the Placing, Subscription and the Open Offer, the 6,561,057 New Shares would represent approximately 15.7 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed for in full).
Completion of the Placing, Subscription and Open Offer will be conditional upon, inter alia, the approval by Shareholders of the resolutions to be proposed at a general meeting of the Company expected to be convened and held at 9:00 a.m. on 17 June 2024 and Admission occurring.
The Company expects to publish a circular (the "Circular") in connection with the Placing, Subscription and Open Offer, following the successful closure of the Bookbuild, which provides further information on the Company, the Fundraising, the terms and conditions of the Open Offer and Notice of General Meeting.
Application will be made to the London Stock Exchange for the Placing Shares, the Subscription Shares and such number of Open Offer Shares as are subscribed for, to be admitted to trading on AIM. It is anticipated that, subject to, amongst other things, approval of the Resolutions at the General Meeting, the EIS/VCT Admission and dealings in the EIS/VCT Shares will commence at 8:00 a.m. on 18 June 2024 and the General Admission and dealings in the General Placing Shares, the Subscription Shares and such number of Open Offer Shares (as are subscribed for) are expected to commence, at 8:00 a.m. on 19 June 2024. The New Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.
Unless otherwise stated, capitalised terms not otherwise defined in the text of this Announcement have the meaning ascribe to them in Appendix II (which forms part of this Announcement).
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the appendices to this Announcement (which form part of this Announcement) which includes the terms and conditions of the Fundraising.
Enquiries:
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Notes to Editors
About Cambridge Cognition
Cambridge Cognition is a technology company developing digital health products to better understand, detect and treat conditions affecting brain health. The Company's software products assess cognitive health in patients worldwide to improve clinical trial outcomes, identify and stratify patients early and improve global efficiency in pharmaceutical and healthcare industries.
For further information visit: https://cambridgecognition.com/
1. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
A. OVERVIEW
Cambridge Cognition is a neuroscience technology company developing digital health products to better understand, detect and treat conditions affecting brain health. The Company's software products assess cognitive health in patients worldwide to improve clinical trial outcomes, identify and stratify patients early and improve efficiency in pharmaceutical and healthcare industries. The Company's key focus is on improving the health of people around the world by delivering more effective brain health assessments and methods of administering them at home and in-clinic. The Company's diverse blue-chip customer base includes a number of global pharmaceutical companies, clinical research organisations and research and healthcare customers.
Over the course of 2023, the Company made considerable improvements in internal operations, introducing new cloud-based systems for operational management, people management, quality assurance and learning and training record-keeping. The Group has also spent the last year integrating and expanding its offering so that it is able to provide a combined platform across its portfolio enabling customers to choose the modules which fit their requirements.
The Group has also completed its restructuring following the acquisitions of eClinicalHealth Limited at the end of 2022 and Winterlight Labs Inc. at the beginning of 2023. In completing this restructuring, costs were reduced whilst maintaining a high level of client delivery and a strong customer focus.
In February 2024 the Company strengthened its commercial leadership with the appointment of Alex Livingstone-Learmonth as Chief Commercial Officer. Alex is an experienced commercial leader with vast experience leading teams selling digital solutions into clinical trials. The Board believe Alex's appointment will strengthen the Group's commercialisation and growth strategy.
The Directors expect the combination of the Group's newly developed and acquired technologies in combination with the core CANTAB® technology and strengthened commercial leadership will bring new and larger sales opportunities.
The Group has a healthy pipeline of opportunities for 2024 and expects to recognise £9.0 million of revenue in 2024 from the contracted order book, including revenue recognised in the first quarter of 2024. However, despite the positive outlook, the Group continues to experience longer lead times for contracting and several contract delays impacting on invoicing levels. The Group's performance is reliant on timing of contracts. As such, the Directors believe the Fundraising is important to provide a strong balance sheet to enable to Company to execute on its growth plans.
B. DIGITAL HEALTH PRODUCTS
The Company offers accurate and sensitive touch-screen and voice-based digital assessments of cognition and other brain health indicators. The Company's suite of e-clinical technology solutions can be used at home or in-clinic, giving pharmaceutical companies and research institutions flexibility to reliably capture a broad range of important clinical measures. The Company operates across three main business areas: pharmaceutical clinical trials, academic research and healthcare.
C. MARKET OPPORTUNITES
The Directors believe the Group is well positioned to take advantage of current significant trends in the pharmaceutical industry, primarily the increasing use of decentralised trials, and the rising investment in neurology research. There has been considerable M&A activity by large pharmaceutical companies in the central nervous system drug development sector recently and, together with an improving global economic outlook, that is expected to prompt further investment in CNS clinical trials. The Company is focused on capitalising on its estimated $700 million market opportunity, growing the order book and maximising the benefits of the recent acquisitions to drive sustainable profitable growth across its three main business areas.
Pharmaceutical Clinical Trials
Within Pharmaceutical Clinical Trials, the Group has three active target market opportunities: digital cognitive outcomes assessments, automated quality assurance and electronic clinical outcomes assessments ('eCOA'); and two passive market opportunities: decentralised clinical trials and recruitment solutions.
· Digital Cognitive Outcomes Assessments:
The Board estimate that approximately 500 clinical trials worldwide each year use measures of cognition. Traditional assessments require clinicians to ask patients questions and score the answers, and can be more subjective, costly and inconvenient. The Group's touchscreen and voice-based cognitive assessments can be used alongside or even instead of traditional methods. The US market for digital cognitive assessments in clinical trials was estimated to be $67 million in 2021, growing at approximately 30 per cent. per annum.[1]
· Quality Assurance:
In later phase clinical trials for diseases such as Alzheimer's and Parkinson's Disease, the patient consults may subsequently be reviewed for quality assurance. The Group's recent automated quality assurance solution ('AQUA') offering automates this process.
· Electronic Clinical Outcomes Assessment ('eCOA'):
The clinical trials market is generally moving from pen and paper to electronic solutions. eCOA systems are designed to capture patient, carer or clinician-reported data on a patient's outcomes during a clinical trial. Taking a proportion of the reported global market for all therapeutic areas, the eCOA market for CNS disorders was estimated to be $250 million in 2023 and predicted to grow at 16 per cent. per annum from 2024 to 2029.[2]
· In-Clinic, Hybrid and Virtual/Decentralised Clinical Trial Systems:
Pharmaceutical companies and contract research organisations depend on various information technology systems to effectively communicate with patients, schedule events, gather and analyse clinical data and prepare reports. A wide range of providers offer one or more of these systems, with some designed for in-clinic or virtual use or both. The Board estimates the global market for these solutions in CNS virtual clinical trials to have been $200 million in 2023. A recent report stated that market growth is forecast to be 15 per cent. from 2024.[3]
· Patient Recruitment:
There is a market opportunity for Cambridge Cognition to provide the digital solutions to support patient recruitment for a wide range of CNS clinical trials. The CNS clinical trial patient recruitment market, excluding advertising, was estimated at just over $130 million in 2023 with 8 per cent. annual growth.[4]
Academic research
The supply of cognitive outcomes assessments for use in research by academics via a software-as-a-service ('SaaS') solution generates valuable evidence of the utility of the Group's solutions as academics publish papers and give presentations referencing the Group's data and software. This peer generated evidence is useful in marketing and securing new clinical trial contracts with the Group's pharmaceutical customers.
Healthcare
Cambridge Cognition has an FDA and EU approved medical device to aid in the triage and diagnosis of patients with cognitive impairment for primary care practitioners.
Demand is currently limited as there is minimal reimbursement, although it could grow rapidly with more interest in using digital cognitive biomarkers for healthcare, as new drugs are developed to treat Alzheimer's disease. For that reason, the Company is in discussions with potential partner companies to extend distribution.
During 2023, the Company strengthened its technology platforms and commercial offering and is positioned to capitalise on the anticipated growth in the CNS drug development market.
D. PRODUCT OVERVIEW
CANTAB® cognitive assessments
Cambridge Cognition's core product, CANTAB®, the Cambridge Neuropsychological Test Automated Battery was originally developed at the University of Cambridge and constitutes most of the Company's revenues. It comprises 15 main tasks that cover all of the cognitive domains typically measured in a clinical trial and includes a range of sensitive, precise and objective measures of cognitive function and neuropsychological tests that are used to measure psychological functions relating to a particular brain structure or pathway. It is suitable for use in CNS, including both neurology and psychiatry research. CANTAB® includes a range of tests covering working memory, learning and executive function; visual, verbal and episodic memory, attention, information processing and reaction time; social and emotion recognition, decision making and response control. The number of publications on CANTAB® trials is now over 3,000.
CANTAB® assessments are available on Apple iPads™, through a web browser and on mobile phones. The project to enable and validate screen resizing for CANTAB® tasks on mobile screens continued through 2023, and concluded in early 2024, with the addition of two further frequently used tasks in the mobile format. The Company has also developed an R&D version of the CANTAB® App that can be used flexibly with individuals to test variants of assessments.
Daily cognitive assessments
The Company markets several short mobile phone assessments that can be done daily, or multiple times each day. The Company currently has three assessments and progressed two further assessments in 2023 to be ready for validation and sale.
Voice-based cognitive assessments
In 2023, the Company expanded its range of voice-based cognitive assessments with the acquisition of Winterlight. The full portfolio now includes 11 verbal assessments which are mostly automated versions with unique features of well-known assessments used by psychologists or neurologists to assess patients, such as asking someone to describe a picture or to memorise pairs of words. Many are multilingual, which is essential for international clinical trials. The Winterlight solution was also used to develop AQUA.
AQUA, Automated quality assurance
AQUA increases the scope of the Company's product offering into the analysis of traditional non-digital cognitive assessments. Product development was completed post-acquisition and the product was launched in the fourth quarter 2023. It uses the Winterlight transcription engine and provides a report on the quality of clinical consults for clinical trials, ensuring consistency of both testing approach and scoring across all patients assessed. In 2022, the Company commissioned independent market research that estimated the potential market opportunity for the solution could reach £16 million per annum within five years of being launched. AQUA contributed to a major contract win in October 2023 for a sizeable later stage clinical trial valued at £1 million.
2. CASH REQUIREMENT, SOURCES AND USE OF PROCEEDS
The gross proceeds of the Fundraising are expected to amount to approximately £2.6 million (assuming full take-up of the Open Offer) comprising approximately £2.5 million from the Placing and Subscription, and up to approximately a further £125,000 pursuant to the Open Offer.
Subject to the Resolutions being passed at the General Meeting, the net proceeds of the Fundraising (excluding the Open Offer) are expected to be used for growth and technical and business development activities to explore healthcare opportunities and working capital purposes, including expansion of the Company's commercial team to support greater reach and management of key relationships; continuation of development projects and provision of balance sheet strength.
Approximate use of proceeds from the Fundraising:
1) £1.6 million for commercial investment and growth capital; and
2) £0.9 million for working capital (including associated Fundraising fees).
Any net proceeds raised pursuant to the Open Offer are expected to be applied towards working capital needs and balance sheet strength.
Claret Loan Agreement
In September 2023, the Company obtained a £3 million secured term loan from Claret European Specialty Lending Company III, S.à r.l. The loan was fully drawn down from inception, to provide working capital and enable investment in product development and solution integration. The loan has a fixed interest rate of 11.5 per cent. per annum and a term of 36 months. The loan is repayable, with interest, in 30 monthly instalments following an initial six-month interest only period. The loan is secured over assets of the Company.
In October 2023, in relation to the loan, the Company issued Claret with 722,565 warrants to subscribe for new Ordinary Shares at an exercise price of 90.72 pence.
While the loan is in place, Claret has the right of first refusal on future debt fundings of the Company and has the right to participate in any future equity fundraising up to an amount of £500,000 on the same terms as any other participant. Claret is not participating in the Placing or the Subscription.
3. CURRENT TRADING AND OUTLOOK
The preliminary results for the year ended 31 December 2023 were released on 1 May 2024 and the following key figures, subject to audit, were included in that announcement:
· Revenue of £13.5 million (2022: £12.6 million)
· Adjusted operating tax loss for the year of £1.1 million (2022: £0.1 million profit)
· Cash balance of £3.2 million as at 31 December 2023 (31 December 2022: £8.3 million)
· Contracted order book of £17.2 million as at 31 December 2023 (31 December 2022: £17.6 million)
With revenue increasing 7 per cent. over the financial year to £13.5 million (unaudited) for the year ended 31 December 2023 compared with £12.6 million in 2022, and following the comprehensive integration and re-organisation mid-year, the Company made an adjusted operating profit of £1.0 million in the second half of 2023, improving the adjusted operating loss from £2.1 million in the first half to £1.1 million by the year end. The adjusted operating profit in the second half of the year was better than expected following growth in the contracted book in the first half and from realising cost benefits associated with the integration of Clinpal and Winterlight amounting to over £1.5 million.
A large proportion of the Group's contracts are for clinical trials, which usually commence three to six months after the signing of the contract and can run for several months or up to five years. As a result, the Company recognised more than half of the revenue in 2023 from orders won in previous years, with the remaining balance from in-year contract wins. The Group's contracted order book stood at £17.2 million as at 31 December 2023 providing good visibility over 2024 revenues and beyond. The Company expects £9.0 million of revenue from the existing order book will be recognised in 2024 subject to customer schedules and start dates, with the balance to be recognised in subsequent years.
Cambridge Cognition ended 2023 with £3.2 million of cash (£0.7 million net of debt, net of financing costs) and a healthy orders pipeline, although the Company has continued to experience longer lead times for contracting which has impacted on invoicing levels. With the current expectations on conversion of opportunities in the pipeline, revenue is expected to be in the range of £13.0 million to £15.0 million for 2024. The Company continues to engage in discussions with strategic partners that could deliver revenue above this level. In the event the Resolutions do not pass at the General Meeting, excluding the net proceeds from the Fundraising, and assuming revenue for the year ended 31 December 2024 is approximately £14.0 million (being the middle of the guidance) the Company is forecasting a net debt position of approximately £1.0 million as at 31 December 2024, however, this is highly dependent on timings for new sales orders.
The Company continues to manage its cost base relative to the revenue growth prospects and has structured its operations to achieve profitability and provide a stable base for future growth. The Company anticipates that operating expenses and particularly research and development expense will reduce in 2024 as the business focuses on the commercial execution of its existing product portfolio leading to profitability for the full year (on an adjusted operating profit basis).
The Company aims to deliver continued revenue growth into 2025 and beyond with a cost base that will provide significant operational leverage and strong potential for future earnings growth. However, due to timing of customer invoices, longer lead times to contracting and potential delays to commencing studies the Directors believe additional funding for working capital and growth capital from the Fundraising will provide a strong balance sheet to enable the Company to execute on its growth plans.
In addition, the Company has recently signed an agreement to participate in a major collaborative trial, supported by grant funding. The net financial benefit to the Company is not material, however the results from the trial may provide validation data for its touchscreen and voice assessments as for Alzheimer's Disease.
4. DETAILS OF THE FUNDRAISING
A. Structure of the Fundraising
The Company proposes to raise approximately £2.5 million (before expenses), from: (i) a Placing with new and existing institutional investors; and (ii) a Subscription to raise approximately £0.4 million through a subscription for 937,500 new Ordinary Shares at the Issue Price. Alongside the Placing and Subscription, the company is proposing to make an offer to Qualifying Shareholders at the Issue Price to by way of the Open Offer.
The Directors gave careful consideration to the structure of the Fundraising and concluded that the Placing, together with the Subscription and the Open Offer, was the most suitable option available to the Company and its Shareholders at this time.
As part of the Placing, the Company is seeking to raise funds by the issue of the EIS/VCT Shares to investors seeking the benefit of EIS and VCT Relief. As such, the Placing is being conducted in two tranches, with the EIS/VCT Shares being admitted to trading on AIM pursuant to the EIS/VCT Admission prior to the General Placing Shares being admitted to trading on AIM pursuant to the Second Admission.
B. Details of the Placing
The Placing is being made available to certain institutional and other professional investors to raise gross proceeds of approximately £2.1 million.
The Joint Bookrunners, as agents for the Company, have severally (and not jointly or jointly and severally) agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Issue Price by way of an accelerated bookbuild process on and subject to the terms of the Placing and Open Offer Agreement. Placees who apply to subscribe for the Placing Shares will do so on the basis of the terms and conditions of the Placing set out in Appendix I to the Announcement. The Placing is not underwritten.
The Bookbuild will open with immediate effect following this announcement and is expected to close before 6:00 p.m. on 29 May 2024. The timing for the close of the Bookbuild, the number of Placing Shares to be issued and allocation of the Placing Shares shall be at the discretion of the Joint Bookrunners in consultation with the Company. The result of the Placing will be announced as soon as practicable after the close of the Bookbuild.
The Joint Bookrunners' obligations under the Placing and Open Offer Agreement in respect of the EIS/VCT Placing are conditional, inter alia, upon:
a) the passing without amendment of all the Resolutions at the General Meeting;
b) the Placing and Open Offer Agreement becoming unconditional in all respects (save for any condition relating to the EIS/VCT Admission) and not having been terminated in accordance with its terms prior to EIS/VCT Admission; and
c) EIS/VCT Admission occurring by no later than 8:00 a.m. on 18 June 2024 or such later time and date (being not later than 8:00 a.m. on 31 July 2024) as the Joint Bookrunners and the Company may agree.
If any of the conditions above are not satisfied or waived (where capable of waiver), the EIS/VCT Shares will not be issued.
The Joint Bookrunners' obligations under the Placing and Open Offer Agreement in respect of the General Placing are conditional, inter alia, upon:
a) EIS/VCT Admission having occurred;
b) the Placing and Open Offer Agreement becoming unconditional in all respects (save for any condition relating to General Admission) and not having been terminated in accordance with its terms prior to General Admission; and
c) General Admission occurring by no later than 8:00 a.m. on 19 June 2024 or such later time and date (being not later than 8:00 a.m. on 31 July 2024) as the Joint Bookrunners and the Company may agree.
If any of the conditions above are not satisfied or waived (where capable of waiver), the General Placing Shares will not be issued. The EIS/VCT Placing is not conditional on the issue of the General Placing Shares, Subscription Shares, Open Offer Shares or the General Admission.
Shareholders should note that it is possible that EIS/VCT Admission occurs but General Admission does not occur. If the General Admission does not occur then the Company will not receive the relevant net proceeds in respect of the General Placing, the Subscription and the Open Offer and the Company may not be able to finance the activities referred to in this Announcement.
The Company believes that the EIS/VCT Shares will rank as a qualifying holding for the purposes of investment by VCTs. However, no assurance has been obtained from HMRC that the Company is a qualifying company for the purposes of the EIS or that a subscription for EIS/VCT Shares is a qualifying holding for the purpose of investment by VCTs.
None of the Directors or the Company give any warranty or undertaking that the Company is a qualifying company for the purposes of the EIS, that any VCT investment in the Company is a qualifying holding, or that VCT qualifying status will not be withdrawn, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in Ordinary Shares. Investors considering taking advantage of any of the reliefs available under the EIS or to VCTs should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if any potential investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the UK, they should consult their professional advisers.
The Company has not obtained any assurance from HMRC that EIS/VCT Shares subscribed for will satisfy the requirements in Chapter 3 and Chapter 4 of Part 5 of the Income Tax Act 2007 as regards the Company or the EIS/VCT Shares in order to be eligible for relief for the purposes of the EIS nor has it sought or received any professional advice in respect of such requirements.
Neither the Directors nor the Group give any warranty or undertaking that EIS tax relief is or will be available in respect of any investment in EIS/VCT Shares or that the Group will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in EIS/VCT Shares. No investor may claim any relief relating to the EIS unless the Group has issued a 'compliance certificate' for the purposes of the EIS legislation, which the Company may only do having sought the authority of an officer of HMRC and having formed the view that, at the time of issuing the compliance statement, except so far as they fall to be met by or in relation to the investor, the requirements for EIS relief are for the time being met in relation to those shares.
If the law regarding the reliefs available to investors seeking EIS relief change, any qualifying status previously obtained (if any) may be lost or withdrawn.
Investors considering taking advantage of any of the reliefs under the EIS should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available).
C. The Subscription
An existing shareholder of the Company has conditionally agreed to subscribe for 937,500 Subscription Shares at the Issue Price. The aggregate gross proceeds of the Subscription will amount to approximately £0.4 million. The Subscription will not be underwritten.
The Subscription will be conditional, amongst other things, the passing without amendment of all the Resolutions at the General Meeting and Admission occurring in respect of the Subscription Shares by 8:00 am on the date of General Admission (being 19 June 2024 or such later time and date as the Company and the Joint Bookrunners may agree).
If the conditions for the Subscription are not satisfied or waived (where capable of waiver), the Subscription will lapse and the Subscription Shares will not be allotted and issued and no monies will be received by the Company from the Subscriber.
D. Proceeds of the Placing and the Subscription and the Open offer
The issue of the Placing Shares, the Subscription Shares and the Open Offer Shares pursuant to the Fundraising is expected to raise approximately £2.6 million (before expenses) and £2.2 million after expenses (assuming full take-up of the Open Offer).
E. The Open Offer
The Open Offer will be made for up to 311,057 Open Offer Shares at the Issue Price on the basis of:
1 Open Offer Shares for every 113 Existing Ordinary Shares held
by Qualifying Shareholders at the Record Date, to raise up to approximately £125,000 before expenses. The Open Offer will be made to Qualifying Shareholders pursuant to the terms and conditions to be set out in the Circular.
Shareholders subscribing for their full entitlement under the Open Offer may request additional Open Offer Shares through the Excess Application Facility. The Open Offer is primarily aimed at those Qualifying Shareholders who were not given the opportunity to participate in the Placing or Subscription.
The allotment and issue of the Open Offer Shares will be conditional on, amongst other things, the approval by Shareholders of the Resolutions.
It is not expected that the Open Offer Shares will be eligible for participation by VCTs or be eligible for EIS tax relief.
F. Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares, the Subscription Shares and such number of Open Offer Shares as are subscribed for (including, for the avoidance of doubt, those successfully subscribed for under the Excess Application Facility), to be admitted to trading on AIM.
Subject to, amongst other things, approval of the Resolutions at the General Meeting, the EIS/VCT Admission is expected to take place, and dealings in the EIS/VCT Shares, are expected to commence, at 8:00 a.m. on 18 June 2024 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being no later than 8:00 a.m. on 31 July 2024).
Subject to, amongst other things, approval of the Resolutions at the General Meeting, the General Admission is expected to take place, and dealings in the General Placing Shares, the Subscription Shares and such number of Open Offer Shares as are subscribed for (including, for the avoidance of doubt, those successfully subscribed for under the Excess Application Facility) are expected to commence, at 8:00 a.m. on 19 June 2024 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being no later than 8:00 a.m. on 31 July 2024). No temporary documents of title will be issued.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, the Republic of South Africa, Japan or Hong Kong (as the case may be).
No public offering of the Placing Shares is being made in the United States, Australia, Canada, the Republic of South Africa, Japan, Hong Kong or elsewhere.
No action has been taken by the Company, Panmure Gordon, Dowgate or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers, consultants and/or agents (collectively, "Representatives") that would permit a public offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required to be published.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Panmure Gordon and Dowgate expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Panmure Gordon and Dowgate are authorised and regulated in the United Kingdom by the FCA and are acting exclusively as joint bookrunner for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Panmure Gordon is also acting as Nominated Adviser to the Company for the purposes of the AIM Rules. Panmure Gordon and Dowgate will not regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement. Panmure Gordon's responsibilities as Nominated Adviser to the Company are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
This Announcement is being 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 or on behalf of Panmure Gordon or Dowgate (apart from the responsibilities or liabilities that may be imposed by FSMA or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Panmure Gordon, Dowgate and/or any of their affiliates and/or by any of their Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Panmure Gordon, Dowgate and/or any of their affiliates and/or any of their Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
Appendix I to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix I to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix I to this Announcement.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR INFORMATION ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY PANMURE GORDON (UK) LIMITED ("PANMURE GORDON") AND/OR DOWGATE CAPITAL LIMITED ("DOWGATE") (EACH A "JOINT BOOKRUNNERS" AND TOGETHER THE "JOINT BOOKRUNNERS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE 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 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 OR ELSEWHERE.
The distribution of the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates or Representatives that would permit a public offer of the Placing Shares or possession or distribution of the Terms and Conditions or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only and do 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, the Republic of South Africa or Japan or Hong Kong 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.
In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of 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 Placing or the accuracy or adequacy of these Terms and Conditions, the Announcement or the Circular. Any representation to the contrary is a criminal offence in the United States. This Announcement has not been reviewed or authorised by any regulatory authority in Hong Kong and will not be registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong); the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa, Japan or Hong Kong. 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, the Republic of South Africa, Japan or Hong Kong or any other jurisdiction in which such offer, sale, re-sale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "UK Target Market Assessment"). Notwithstanding the UK 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 UK 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 UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or 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.
EU Product Governance Requirements
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 the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of MiFID II, or 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.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action.
The Terms and Conditions should be read in their entirety.
Introduction
These Terms and Conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each Placee which confirms its agreement to a Joint Bookrunner to subscribe for Placing Shares under the Placing hereby agrees with the relevant Joint Bookrunner and the Company that it will be bound by these Terms and Conditions and will be deemed to have accepted them.
The Company and the Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as they (in their absolute discretion) see fit and/or may require any such Placee to execute a separate placing letter.
By participating in the Placing, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares on these Terms and Conditions. Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when the relevant Joint Bookrunner confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Joint Bookrunners that:
(i) it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(ii) 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 these Terms and Conditions;
(iii) it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and
(iv) 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 (ii) 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
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by: (i) the FCA or; (ii) any competent authority of any Relevant Member State, in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.
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 Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any of their respective affiliates or Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing and Open Offer Agreement and the Placing Shares
The Joint Bookrunners have entered into the Placing and Open Offer Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing and Open Offer Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Bookrunners.
The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and the Open Offer Shares to trading on AIM.
It is expected that the EIS/VCT Admission will take place on the EIS/VCT Admission Date and that dealings in the EIS/VCT Shares on AIM will commence at the same time.
It is expected that General Admission will take place on the General Admission Date and that dealings in the General Placing Shares, Subscription Shares and Open Offer Shares on AIM will commence at the same time.
Bookbuild
The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in and principal terms of the Placing
1. Panmure Gordon and Dowgate are acting as the Company's joint bookrunners and joint brokers in relation to the Placing, as agents for and on behalf of the Company.
2. Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates are entitled to participate in the Placing as principal.
3. Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via an announcement setting out the results of the Placing.
4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Panmure Gordon or Dowgate. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 8 below. The Joint Bookrunners reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Joint Bookrunners' absolute discretion, subject to consultation with the Company.
5. The Bookbuild is expected to close no later than 6:00 p.m. on 29 May 2024 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of the Joint Bookrunners) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by the relevant Joint Bookrunner and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that Placee, in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on these Terms and Conditions. Except with the consent of the relevant Joint Bookrunner, such commitment will not be capable of variation or revocation.
7. The Placing Price is payable to the relevant Joint Bookrunner (as agent for the Company) by all Placees.
8. Each Placee's allocation and whether such Placee participates in the Placing will be determined by the relevant Joint Bookrunner in its reasonable discretion following consultation with the Company and will be confirmed by the relevant Joint Bookrunner.
9. By participating in the Placing, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.
10. The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Joint Bookrunners.
11. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all EIS/VCT Shares to be acquired pursuant to the EIS/VCT Placing will be required to be made at the same time, and settlement for all General Placing Shares to be acquired pursuant to the General Placing will be required to be made at the same time, in each case on the basis explained below under "Registration and settlement".
13. All obligations 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".
14. By participating in the Placing, each Placee agrees 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.
15. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) the Joint Bookrunners;
(b) any of their affiliates or Representatives; nor
(c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of a Joint Bookrunner),
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 the Joint Bookrunners nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.
Registration and settlement
By participating in the Placing, 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 the relevant Joint Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the EIS/VCT Shares following the EIS/VCT Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the relevant Joint Bookrunner and is expected to occur on the EIS/VCT Admission Date.
Settlement of transactions in the General Placing Shares following General Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a DVP basis unless otherwise notified by the relevant Joint Bookrunner and is expected to occur on the General Admission Date.
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 and the relevant Joint Bookrunner may agree that the Placing Shares (or any of them) should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as they deem necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above prevailing base rate of Barclays Bank plc as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to 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 and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing and Open Offer Agreement are, and the Placing of the EIS/VCT Shares is, conditional upon, inter alia:
(a) the Resolutions having been passed without amendment by the required majority at the General Meeting;
(b) the warranties and undertakings contained in the Placing and Open Offer Agreement ("Warranties") being true, accurate and not misleading when made on the date of the Placing and Open Offer Agreement and at all times during the period up to and including the EIS/VCT Admission as if repeated by reference to the facts and circumstances existing at all such times;
(c) the Joint Bookrunners not having exercised their right to terminate the Placing and Open Offer Agreement; and
(d) EIS/VCT Admission having occurred not later than 8:00 a.m. on the EIS/VCT Admission Date.
Once EIS/VCT Admission has occurred, no party to the Placing and Open Offer Agreement shall be able to terminate any part of the Placing and Open Offer Agreement which relates to EIS/VCT Admission and/or the placing, allotment or issue of the EIS/VCT Shares.
The obligations of the Joint Bookrunners under the Placing and Open Offer Agreement are, and the Placing of the General Placing Shares is, conditional upon, inter alia:
(a) EIS/VCT Admission having become effective on the EIS/VCT Admission Date;
(b) the Warranties being true, accurate and not misleading when made on the date of the Placing and Open Offer Agreement and at all times during the period up to an including the General Admission as if repeated by reference to the facts and circumstances existing at such times;
(c) the Joint Bookrunners not having exercised their right to terminate the Placing and Open Offer Agreement; and
(d) General Admission having occurred not later than 8:00 a.m. on the General Admission Date.
All conditions to the obligations of the Joint Bookrunners included in the Placing and Open Offer Agreement are together referred to in these Terms and Conditions as the "conditions".
If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing and Open Offer Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing and Open Offer Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) 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, save that once EIS/VCT Admission has occurred, no party to the Placing and Open Offer Agreement shall be able to terminate any part of the Placing and Open Offer Agreement which relates to EIS/VCT Admission and/or the placing, allotment or issue of the EIS/VCT Shares.
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 Placing" below and will not be capable of rescission or termination by it.
The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing and Open Offer Agreement which are capable of waiver, in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including as regards the EIS/VCT Shares, the condition relating to EIS/VCT Admission referred to in paragraph (d) above, and as regards the General Placing Shares, the condition relating to General Admission referred to in paragraph (d) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.
The Joint Bookrunners may terminate the Placing and Open Offer Agreement in certain circumstances, details of which are set out below.
Neither the Joint Bookrunners nor any of their affiliates or Representatives nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Placees should note that the EIS/VCT Placing is not conditional on the issue of the General Placing Shares and General Admission, nor is the EIS/VCT Placing conditional on the Subscription or Open Offer. Placees should note that it is possible that the EIS/VCT Admission will occur but General Admission will not occur and that the General Placing Shares, the Subscription Shares and the Open Offer Shares will not be issued. If the General Admission does not occur then the Company will not receive the relevant net proceeds in respect of the issue of the General Placing Shares, the Subscription Shares and the Open Offer Shares and the Company may not be able to finance the activities referred to in the announcement of which this Appendix forms part.
Termination of the Placing
The Joint Bookrunners may, in their absolute discretion, by notice to the Company, terminate the Placing and Open Offer Agreement at any time up to General Admission if, inter alia:
(a) any statement contained in the Announcement, the investor presentation relating to the Fundraising or the Circular (the "Placing Documents") has become untrue, incorrect or misleading or any matter has arisen which would, if the Placing were made at that time, constitute an omission therefrom;
(b) any of the Warranties given by the Company was not at the date of the Placing and Open Offer Agreement true and accurate in any respect or by reference to the circumstances prevailing from time to time has ceased to be true and accurate;
(c) a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company in the Placing and Open Offer Agreement;
(d) the Company fails to comply with any of its obligations under the Placing and Open Offer Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, MAR or any other applicable law; or
(e) in the opinion of the Joint Bookrunners there has been a material adverse change which is material in the context of the Company.
If the Placing and Open Offer Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
Notwithstanding any other provision of the Placing and Open Offer Agreement, once EIS/VCT Admission has occurred no party to the Placing and Open Offer Agreement shall be able to terminate any part of the Placing and Open Offer Agreement which relates to EIS/VCT Admission and/or the placing, allotment or issue of the EIS/VCT Shares.
By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective affiliates or Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By agreeing with a Joint Bookrunner as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and the relevant Joint Bookrunner, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where the relevant Joint Bookrunner expressly agrees in writing to the contrary):
1. it has read and understood these Terms and Conditions in their entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the Placing,
and, in particular, that the Subscription and Open Offer referred to in the Announcement and the Circular relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;
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 and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "MAR"), 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 the terms of the Placing and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Joint Bookrunners nor the Company nor any of their respective affiliates or Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement and these Terms and Conditions or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company, any of their respective affiliates or Representatives to provide it with any such information;
5. the Joint Bookrunners do not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book;
6. neither the Joint Bookrunners nor any person acting on behalf of them nor any of their respective affiliates or Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in the Terms and Conditions excludes the liability of any person for any fraudulent misrepresentation made by that person;
7.
(a) the only information which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and 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 this Announcement and the Publicly Available Information;
(b) neither the Joint Bookrunners nor any of their affiliates or Representatives have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Placing Documents or 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) it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
8. the content of the Announcement and the other Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Bookrunners nor any persons acting on their behalf is responsible for or has or shall have any liability for any such Information, representation, warranty or statement relating to the Company contained therein nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
9. it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the relevant Joint Bookrunner determines;
10. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
11. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5(1) of the Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:
(a) 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 in circumstances where either the Prospectus Regulation or the UK Prospectus Regulation applies to, persons in any Relevant Member State or in the UK other than Qualified Investors (as defined under the Prospectus Regulation or the UK Prospectus Regulation respectively) in circumstances in which the prior consent of the relevant Joint Bookrunner has not been given to the offer or resale; or
(b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or in the UK other than EU or UK Qualified Investors (as defined under the Prospectus Regulation or the UK Prospectus Regulation respectively), the offer of those Placing Shares to it is not treated under the Prospectus Regulation or the EU Prospectus Regulation as having been made to such persons;
12. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or have an address in, or be subject to the laws of, Australia, Canada, the Republic of South Africa, Japan or Hong Kong, 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 Australia, Canada, the Republic of South Africa, Japan or Hong Kong and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
13. 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;
14. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from 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;
15. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
16. it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of them, or any other presentational or other materials concerning the Placing 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;
17. none of the Joint Bookrunners, their affiliates or Representatives is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer 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;
18. it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the specified time (being the EIS/VCT Admission Date in respect of any EIS/VCT Shares and the General Admission Date as regards any General Placing Shares), failing which the relevant Placing Shares may be placed with others on such terms as the relevant Joint Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the 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 these Terms and Conditions) which may arise upon the sale of such Placee's Placing Shares on its behalf;
19. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the relevant Joint Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
20. no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners 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;
21. 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;
22. neither of the relevant Joint Bookrunner or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of the Placing Shares. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the relevant Joint Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Joint Bookrunner or transferred to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
23. 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, or the person specified by it for registration as holder of Placing Shares, 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;
24. it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
25. as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to the relevant Joint Bookrunner;
26. if it is within the United Kingdom, 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;
27. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom 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;
28. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither these Terms and Conditions nor the Announcement has been approved by the Joint Bookrunners in their capacity as authorised persons under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
29. it has complied and it will comply with all applicable laws in any jurisdiction 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);
30. 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, any person save in circumstances in which the express prior written consent of the relevant Joint Bookrunner has been given to the offer or resale;
31. if it has received any inside information (for the purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior to the information being made publicly available;
32. neither of the Joint Bookrunners, the Company nor any of their respective affiliates or Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing and Open Offer Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
33. the Joint Bookrunners and their affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in the Announcement and/or these Terms and Conditions 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, the Joint Bookrunners and/or any of their affiliates acting as an investor for its or their own account(s). Neither of the Joint Bookrunners nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
34. it:
(a) has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(all such statutes, rules and regulations referred to in this paragraph 34 together, the "Regulations") and if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the relevant Joint Bookrunner such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the relevant Joint Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the relevant Joint Bookrunner may decide at its discretion;
35. it acknowledges that:
(a) the information that a prospective placee provides in documents in relation to the Placing or subsequently by whatever means which relates to the prospective placee (if they are an individual) or a third party individual ("Personal Data") will be held and processed by the Company (and any third party to whom it may delegate certain administrative functions in relation to the Company) in compliance with the relevant data protection legislation and regulatory requirements of the United Kingdom. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:
(i) verifying the identity of the prospective placee to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
(ii) contacting the prospective placee with information about products and services, or its affiliates, which may be of interest to the prospective placee;
(iii) carrying out the business of the Company and the administering of interests in the Company;
(iv) meeting with the legal, regulatory, reporting and/or financial obligations of the Company in England and Wales (and elsewhere as required); and
(v) disclosing Personal Data to other functionaries of, or advisers to, the Company to operate and/or administer the Company's business;
(b) where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:
(i) disclose Personal Data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective placees; and
(ii) transfer Personal Data outside the United Kingdom into countries or territories which do not offer the same level of protection for the rights and freedoms of prospective placees as the United Kingdom.
If the Company (or any third party, functionary or agent appointed by a member of the Company) discloses Personal Data to such a third party, agent and/or functionary and/or makes such a transfer of Personal Data, it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant Personal Data are disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such Personal Data; and
in providing such Personal Data, prospective placees will be deemed to have agreed to the processing of such Personal Data in the manner described above. Prospective placees are responsible for informing any third party individual to whom the Personal Data relates of the disclosure and use of such data in accordance with these provisions;
36. in order to ensure compliance with the Regulations, the relevant Joint Bookrunner (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 the relevant Joint Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Joint Bookrunner 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;
37. its commitment to acquire Placing Shares on the Terms and Conditions 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 the relevant Joint Bookrunner's conduct of the Placing;
38. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
39. it irrevocably appoints any duly authorised officer of the relevant Joint Bookrunner 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 which it agrees to acquire upon these Terms and Conditions;
40. the Company, the relevant Joint Bookrunner and others (including each of their respective affiliates and Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the relevant Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
41. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
42. it agrees that the exercise by the Joint Bookrunners of any right of termination or any right of waiver exercisable by a Joint Bookrunner contained in the Placing and Open Offer Agreement or the exercise of any discretion thereunder is within the absolute discretion of a Joint Bookrunner and the Joint Bookrunners will not have any liability to it whatsoever in connection with any decision to exercise or not exercise any such rights;
43. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective affiliates or Representatives under the Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;
44. time is of the essence as regards its obligations under these Terms and Conditions;
45. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the relevant Joint Bookrunner;
46. the Placing Shares will be issued subject to these Terms and Conditions; and
47. these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or of which they otherwise validly form a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the relevant Joint Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates or Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in these Terms and Conditions or incurred by the Joint Bookrunners, the Company or any of their respective affiliates or Representatives arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions 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, directly 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 neither the Company nor the Joint Bookrunners 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 the relevant Joint Bookrunner 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 the relevant Joint Bookrunner in the event that either of the Company and/or the relevant Joint Bookrunner have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.
The Joint Bookrunners are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing, and the Joint Bookrunners will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing or any other matters referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners 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 and Open Offer Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by the Joint Bookrunners provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these Terms and Conditions are to each of such Placees and such joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners may (at their absolute discretion) satisfy their obligations to procure Placees by themselves 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 a Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
References to time in the Terms and Conditions are to London time, unless otherwise stated.
All times and dates and certain other information in these Terms and Conditions and in the Announcement may be subject to amendment and/or updating. Placees will be notified of any material changes.
No statement in the Announcement or these Terms and Conditions is intended to be a profit forecast or estimate, and no statement in the Announcement or these Terms and Conditions 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 pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
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, these Terms and Conditions.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
| "Admission" | the EIS/VCT Admission and the General Admission |
| "AIM" | the market of that name operated by the London Stock Exchange |
| "AIM Rules" | the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require) |
| "AIM Rules for Companies" | the rules of AIM as set out in the publication entitled "AIM Rules for Companies" published by the London Stock Exchange from time to time |
| "Application Form" | the personalised application form accompanying the Circular (where appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than Overseas Shareholders) may apply to subscribe for Open Offer Shares under the Open Offer |
| "AQUA" | automated quality assurance solution |
| "Basic Entitlement" | the pro rata entitlement for Qualifying Shareholders to subscribe for Open Offer Shares, pursuant to the Open Offer to be described in the Circular |
| "Board" or "Directors" | the board of directors of the Company |
| "Business Day" | any day (excluding Saturdays and Sundays and public holidays in England and Wales) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading |
| "CANTAB®" | the Cambridge Neuropsychological Test Automated Battery |
| "certificated" or "in certificated form" | an Ordinary Share or other security recorded on a company's share register as being held in certificated form (that is not in CREST) |
| "Circular" | the circular of the Company incorporating (amongst other things) the Notice of General Meeting |
| "Claret" | Claret European Specialty Lending Company III, S.à r.l |
| "Clinpal" | eClinicalHealth Limited |
| "CNS" | the central nervous system |
| "Company" or "Cambridge Cognition" | Cambridge Cognition Holdings plc, a public limited company incorporated in England and Wales under registered number 08211361 |
| "CREST" | the relevant system (as defined in the CREST Regulations) which enables title to units of relevant securities (as defined in the CREST Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations) |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from time to time) |
| "Dowgate" | Dowgate Capital Limited, registered in England and Wales with company number 02474423 and having its registered office at 15 Fetter Lane, London, England, EC4A 1BW, the Company's joint bookrunner and joint broker |
| "eCOA" | electronic clinical outcomes assessments |
| "EIS" | Enterprise Investment Scheme under the provisions of Part 5 of the UK Income Tax Act 2007 (as amended) |
| "EIS/VCT Admission" | the admission of the EIS/VCT Shares to trading on AIM becoming effective by means of the issue by the London Stock Exchange of a dealing notice under Rule 6 of the AIM Rules |
| "EIS/VCT Admission Date" | anticipated to be on 18 June 2024 |
| "EIS/VCT Placing" | the conditional placing by the Joint Bookrunners (on behalf of the Company) of the EIS/VCT Shares pursuant to the Placing and Open Offer Agreement |
| "EIS/VCT Shares" | the new Ordinary Shares to be issued for cash to Placees that are VCTs and to Placees seeking EIS relief under the EIS/VCT Placing whose allotment and issue is conditional (amongst other things) on the passing of the Resolutions |
| "Enlarged Share Capital" | the entire issued share capital of the Company immediately following General Admission, assuming no other Ordinary Shares are issued between the date of this Announcement and General Admission (other than EIS/VCT Shares under the EIS/VCT Placing) and assuming all of the Open Offer Shares are issued |
| "EU" | the European Union |
| "Euroclear" | Euroclear UK & International Limited, the operator of CREST |
| "Excess Application Facility" | the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of the Basic Entitlement in accordance with the terms and conditions of the Open Offer |
| "Existing Ordinary Shares" | the Ordinary Shares in issue prior to the Fundraising, all of which are admitted to trading on AIM |
| "FCA" | the United Kingdom Financial Conduct Authority |
| "FSMA" | the Financial Services and Markets Act 2000 of the United Kingdom, as amended |
| "Fundraising" | together, the Placing, the Subscription and the Open Offer |
| "General Admission" | the admission of (i) the General Placing Shares, (ii) the Open Offer Shares and (iii) the Subscription Shares, to trading on AIM becoming effective by means of the issue by the London Stock Exchange of a dealing notice under Rule 6 of the AIM Rules |
| "General Admission Date" | anticipated to be on 19 June 2024 |
| "General Meeting" or "Meeting" | the general meeting of the Shareholders of the Company to be held at the offices of the Company, Tunbridge Court Tunbridge Lane, Bottisham, Cambridge, CB25 9TU at 9:00 a.m. on 17 June 2024, convened by the Notice of General Meeting which will be set out at the end of the Circular |
| "General Placing" | the conditional placing by the Joint Bookrunners (on behalf of the Company) of the General Placing Shares pursuant to the Placing and Open Offer Agreement |
| "General Placing Shares" | the new Ordinary Shares to be issued for cash to Placees under the General Placing whose allotment and issue is conditional (amongst other things) on the passing of the Resolutions |
| "Group" | the Company, its subsidiaries and subsidiary undertakings from time to time |
| "Issue Price" | 40 pence per New Share |
| "Joint Brokers" or "Joint Bookrunners" | Panmure and Dowgate |
| "London Stock Exchange" | London Stock Exchange plc |
| "New Shares" | up to 6,561,057 new Ordinary Shares to be issued pursuant to the Fundraising |
| "Notice of General Meeting" | the notice of General Meeting which will be set out at the end of the Circular |
| "Official List" | the official list of the FCA |
| "Open Offer" | the conditional invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying non-CREST Shareholders only, the Application Form |
| "Open Offer Shares" | up to 311,057 new Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer whose allotment and issue is conditional (amongst other things) on the passing of the Resolutions |
| "Ordinary Shares" | ordinary shares of 1 pence each in the capital of the Company |
| "Overseas Shareholders" | Shareholders with registered addresses in a Restricted Jurisdiction or any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law |
| "Panmure" | Panmure Gordon (UK) Limited, a limited liability company incorporated and registered in England with company number 04915201 whose registered office is 40 Gracechurch Street, London, United Kingdom, EC3V 0BT, the Company's nominated adviser, joint bookrunner and joint broker |
| "Placees" | eligible institutional investors procured by the Joint Bookrunners and subscribing for Placing Shares in the Placing |
| "Placing" | the EIS/VCT Placing and the General Placing to raise approximately £2.1 million in gross proceeds |
| "Placing and Open Offer Agreement" | the conditional placing and open offer agreement dated 29 May 2024 relating to the Placing and Open Offer made among the Company and the Joint Bookrunners |
| "Placing Shares" | the EIS/VCT Shares and the General Placing Shares to be issued for cash to Placees under the Placing whose allotment and issue is conditional (amongst other things) on the passing of the Resolutions |
| "Prospectus Regulation" | Prospectus Regulation (EU) 2017/1129 |
| "Qualifying CREST Shareholders" | Qualifying Shareholders holding Ordinary Shares in uncertificated form |
| "Qualifying non-CREST Shareholders" | Qualifying Shareholders holding Ordinary Shares in certificated form |
| "Qualifying Shareholders" | Shareholders at the Record Date other than Overseas Shareholders |
| "Record Date" | 6:00 p.m. on 29 May 2024 |
| "Registrar", "Receiving Agents" or "Link" | Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL |
| "Regulatory Information Service" or "RIS" | a regulatory information service operated by the London Stock Exchange, as defined in the AIM Rules for Companies |
| "Relevant Member State" | a member state of the European Economic Area |
| "Resolutions" | the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting |
| "Restricted Jurisdiction" | each and any of the United States, Australia, Hong Kong, Canada, Japan or the Republic of South Africa |
| "Securities Act" | The US Securities Act of 1933, as amended |
| "Shareholders" and each individually a "Shareholder" | the holders of Ordinary Shares |
| "Subscriber" | an existing Shareholder who is participating in the Subscription |
| "Subscription" | the conditional subscription by the Subscriber for Subscription Shares at the Issue Price to raise approximately £0.4 million before expenses |
| "Subscription Shares" | the 937,500 new Ordinary Shares to be issued pursuant to the Subscription whose allotment and issue is conditional (amongst other things) on the passing of the Resolutions |
| "Terms and Conditions" | the terms and conditions of the Placing as set out in Appendix I to this Announcement |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
| "UK Prospectus Regulation" | Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 |
| "uncertificated" or "in uncertificated form" | the description of a share or other security which is on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
| "US" or "United States" | the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
| "VCT" | a venture capital trust under part 6 of the Income Tax Act 2007 |
| "VCT Relief" | the relief claimed by any holder of the VCT Shares under Part 6 of the ITA 2007 including, for the avoidance of doubt, those other tax reliefs set out in section 260 of the ITA 2007 |
| "Winterlight" | Winterlight Labs Inc |
All references in this Announcement to "£", "pence" or "p" are to the lawful currency of the United Kingdom and all references to "US$" or "$" are to the lawful currency of the United States.
All references to time in this Announcement are to London, UK time.
[1] Astute Analytica (2021), US Cognitive Assessment Market.
[2] Markets & Markets (2024), eCOA Solutions Size and Global Industry Forecast 2029; TrialTrove (2024), CNS
proportion of all clinical trials.
[3] Global Market Estimates (2024), Decentralized Clinical Trial (DCT) Platforms Market Size.
[4] Grand View Research (2022), Clinical Trial Patient Recruitment Services - Market Analysis, 2018-2030; Trial Trove
(2023), CNS proportion of all clinical trials.
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