REG - Polarean Imaging PLC - Proposed Placing, Subscription and Open Offer
21/05/2024 17:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240521:nRSU3466Pa&default-theme=true
RNS Number : 3466P Polarean Imaging PLC 21 May 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, RUSSIA, THE REPUBLIC OF
SOUTH AFRICA OR THE UNITED STATES 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
POLAREAN IMAGING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES
ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE
UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE FUNDRAISE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the
European Union (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.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
21 May 2024
Polarean Imaging plc
("Polarean" or the "Company")
Proposed Placing, Subscription and Open Offer
Polarean Imaging plc (AIM: POLX), a commercial-stage medical device leader in
advanced Magnetic Resonance Imaging ("MRI") of lung function, announces its
intention to raise a minimum of US$10 million (£7.9 million) gross proceeds
by means of a placing to institutional and other investors (the "Placing") and
a direct subscription with the Company (the "Subscription") of, in aggregate,
at least 786,874,919 new Ordinary Shares at a price of 1 pence per new
Ordinary Share (the "Issue Price").
Highlights:
· A Placing to raise a minimum of US$5.2 million (£4.1 million),
before expenses, through the issue of at least 407,522,525 million new
Ordinary Shares at the Issue Price
· NUKEM Isotopes GmbH ("NUKEM"), a leading global supplier of
Xenon-129, and current 10.4 per cent owner of the Company's Ordinary Share
capital, intends to subscribe for a total of approximately US$2.5 million,
representing 196,718,731 new Ordinary Shares in the Subscription at the Issue
Price
· Bracco Imaging S.p.A. ("Bracco"), the world-leading diagnostic
imaging provider and current 7.6 per cent owner of the Company's Ordinary
Share capital, intends to subscribe for a total of approximately US$2 million,
representing 157,374,985 new Ordinary Shares in the Subscription at the Issue
Price
· Certain Directors of the Company and Management intend to
subscribe for up to a total of approximately US$321,000 million, representing
25,258,678 new Ordinary shares in the Subscription at the Issue Price
· Up to a further £2 million (US$2.5 million) through the issue of
up to approximately 200,000,000 million new Ordinary Shares by way of an Open
Offer to all Qualifying Shareholders at the Issue Price (the "Open Offer")
(the Placing, Subscription and Open Offer together being the "Fundraise")
· The net proceeds of the Fundraise will be used to accelerate
commercialisation of XENOVIEW(TM), to support the continued investment in
research and development including, amongst other developments, finalisation
of the FDA plan to expand indications to gas exchange, to support efforts to
continue to develop strategic partnerships and to provide additional working
capital and for general corporate purposes
· The net proceeds of the Fundraise, together with the Company's
existing cash resources, are expected to extend the Company's cash runway into
Q1 2026
· The Commercial Plan, as announced in the 2024 Polarean Strategy
Update in February, remains in effect and the Company reaffirm the near term
guidance of achieving revenues of US$2 million to US$3 million in 2024. A
number of highly active discussions with academic and medical institutions are
positive and ongoing
Stifel is acting as Nominated Adviser and Sole Corporate Broker in connection
with the proposed Fundraise and Admission and Sole Bookrunner to the Company
in connection with the Placing.
The Placing Shares are being offered by way of an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately following the
release of this Announcement. The Placing is subject to the terms and
conditions set out in Appendix II to this Announcement.
The Placing will consist of two tranches:
· EIS/VCT Placing Shares issued to EIS/VCT Investors, being those
investors seeking to invest in "eligible shares" for the purposes of EIS/VCT
relief, conditional on, inter alia, the passing by Shareholders of the
Resolutions at the General Meeting (the "EIS/VCT Placing"); and
· General Placing Shares issued to Placees other than the EIS/VCT
Investors (the "General Placing") and Subscription Shares, both conditional
on, inter alia, the passing by Shareholders of the Resolutions at the General
Meeting.
In addition, the Company intends to raise up to a further £2 million (US$2.5
million) by way of an Open Offer on the basis of 9 Open Offer Share for every
10 Existing Ordinary Shares held by Qualifying Shareholders at the Record
Date.
The exchange rate used in relation to the Fundraise is £1.00 = US$1.27,
unless otherwise stated, being the closing rate on 20 May 2024, being the
latest practicable date prior to the date of this Announcement.
The Fundraise consists of the Placing Shares issued under the Placing, the
Subscription Shares issued under the Subscription and the Open Offer Shares
issued under the Open Offer (the "New Ordinary Shares").
The Placing, Subscription and Open Offer are conditional upon obtaining
authorities to allot shares for cash and disapply pre-emption rights under
section 551 and section 570, respectively, of the Act. Accordingly, the
Fundraise is conditional, among other things, on the passing of the
Resolutions to be proposed at the General Meeting. A Circular setting out the
full details, terms and conditions and timetable of the Fundraise and Notice
of General Meeting is expected to be sent to Shareholders and published on the
Company's website on or around 23 May 2024.
The Placing Shares and the Subscription Shares are not being made available to
the public and the Open Offer shares will only be available to Qualifying
Shareholders. The Placing, Subscription and Open Offer are not being
underwritten.
Applications will be made to the London Stock Exchange for Admission. It is
expected that (i) settlement of the EIS/VCT Placing Shares and First Admission
will become effective at 8.00 a.m. on 17 June 2024, and (ii) settlement of the
General Placing Shares, Subscription Shares and Open Offer Shares and Second
Admission will become effective at 8.00 a.m. on 18 June 2024 and that dealings
in the New Ordinary Shares will commence at those times.
The New Ordinary Shares will represent at least 82 per cent of the Enlarged
Share Capital (assuming the minimum number of Placing Shares are issued and
the maximum number of Open Offer Shares are issued).
The Issue Price is at a discount of approximately 73 per cent to the Closing
Price of an existing Ordinary Share on 20 May 2024 (the latest practicable
date prior to the date of this Announcement).
Set out below in Appendix I is an adapted extract from the draft Circular that
is proposed to be sent to Shareholders after the closure of the Bookbuild. The
final Circular, containing the terms and conditions of the Open Offer and
Notice of General Meeting is expected to be sent to Shareholders and published
on the Company's website on or around 23 May 2024.
The capitalised terms not otherwise defined in the text of this Announcement
are defined in Appendix III and the expected timetable of the principal events
is set out in Appendix IV.
Enquiries:
Polarean Imaging plc www.polarean.com / www.polarean-ir.com
Christopher von Jako, PhD, Chief Executive Officer Via Walbrook PR
Charles Osborne, Chief Financial Officer
Stifel Nicolaus Europe Limited (NOMAD and Sole Corporate Broker) +44 (0)20 7710 7600
Nicholas Moore / Samira Essebiyea / Kate Hanshaw (Healthcare Investment
Banking)
Nick Harland / Ben Good (Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780 or polarean@walbrookpr.com
Anna Dunphy / Phillip Marriage Mob: +44 (0)7980 541 893 / +44 (0)7876 741 001
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, the person responsible for arranging for the release of this
Announcement on behalf of the Company is Christopher von Jako, Chief Executive
Officer.
Appendix II to this Announcement (which forms part of this Announcement) sets
out further information relating to the Placing, including its terms and
conditions.
Persons who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix II.
About Polarean
Polarean is a revenue-generating medical imaging technology company
revolutionizing pulmonary medicine through direct visualization of lung
function by introducing the power and xenoview of MRI to the respiratory
healthcare community. This community is in desperate need of modern solutions
to accurately assess lung function. The Company strives to optimize lung
health and prevent avoidable loss by illuminating hidden disease, addressing
the global unmet medical needs of more than 500 million patients worldwide
suffering from chronic respiratory disease. Polarean is a leader in the field
of hyperpolarization science and has successfully developed the first and only
hyperpolarized Xenon MRI inhaled contrast agent, XENOVIEW™, which is now
FDA-approved in the United States. Polarean is dedicated to researching,
developing, and commercialising innovative imaging solutions with its
non-invasive and radiation-free pulmonary functional MRI platform. This
comprehensive drug-device platform encompasses the proprietary Xenon gas
blend, gas hyperpolarization system, as well as software and accessories,
facilitating fully integrated modern respiratory imaging operations. Founded
in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is
committed to increasing global awareness of and broad access to its XENOVIEW
MRI technology platform. For the latest news and information about Polarean,
please visit www.polarean.com (http://www.polarean.com) .
XENOVIEW IMPORTANT SAFETY INFORMATION
Indication
XENOVIEW™, prepared from the Xenon Xe 129 Gas Blend, is a hyperpolarized
contrast agent indicated for use with magnetic resonance imaging (MRI) for
evaluation of lung ventilation in adults and pediatric patients aged 12 years
and older.
Limitations of Use
XENOVIEW has not been evaluated for use with lung perfusion imaging.
CONTRAINDICATIONS
None.
Warnings and Precautions
Risk of Decreased Image Quality from Supplemental Oxygen: Supplemental oxygen
administered simultaneously with XENOVIEW inhalation can cause degradation of
image quality. For patients on supplemental oxygen, withhold oxygen inhalation
for two breaths prior to XENOVIEW inhalation, and resume oxygen inhalation
immediately following the imaging breath hold.
Risk of Transient Hypoxia: Inhalation of an anoxic gas such as XENOVIEW may
cause transient hypoxemia in susceptible patients. Monitor all patients for
oxygen desaturation and symptoms of hypoxemia and treat as clinically
indicated.
Adverse Reactions
Adverse Reactions in Adult Patients: The adverse reactions (> one patient)
in efficacy trials were oropharyngeal pain, headache, and dizziness. Adverse
Reactions in Pediatric and Adolescent Patients: In published literature in
pediatric patients aged 6 to 18, transient adverse reactions were reported:
blood oxygen desaturation, heart rate elevation, numbness, tingling,
dizziness, and euphoria. In at least one published study of pediatric patients
aged 6 to 18 years, transient decrease in SpO2% and transient increase in
heart rate was reported following hyperpolarized xenon Xe 129 administration.
XENOVIEW is not approved for use in pediatric patients less than 12 years of
age.
Please see full prescribing information at www.XENOVIEW.net
IMPORTANT NOTICES AND DISCLAIMER
This announcement (the "Announcement") and the information contained in it is
not for publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into Australia, Canada, Japan,
Russia, the Republic of South Africa or the United States or any other
jurisdiction in which publication, release or distribution would be unlawful.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in Australia, Canada,
Japan, Russia, the Republic of South Africa or the United States or any other
state or jurisdiction where to do so would be unlawful. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
such jurisdictions. This Announcement has not been approved by the London
Stock Exchange or by any other securities exchange.
The New Ordinary Shares have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from 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 New Ordinary Shares have not
been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, Japan, Russia, the Republic of South
Africa or the United States or to, or for the account or benefit of, any
national, resident or citizen in Australia, Canada, Japan, Russia, the
Republic of South Africa or the United States. No public offering of
securities is being made in the United States.
No public offering of the New Ordinary Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the New Ordinary Shares
will be made pursuant to an exemption under the UK version of the Prospectus
Regulation (EU) 2017/1129, as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (the "Prospectus Regulation") from the
requirement to produce a prospectus. As a result, no prospectus will be made
available in connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus Regulation) to
be published. This Announcement and the terms and conditions set out herein
are for information purposes only and are directed only at persons who have
been selected by Stifel and who are: (a) persons in member states of the
European Economic Area who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing
measure in such member states, the "EEA Prospectus Regulation"); (b) in the
United Kingdom, "qualified investors" within the meaning of the Prospectus
Regulation, who are persons who: (i) have professional experience in matters
relating to investments and are "investment professionals" within the meaning
of Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"); (ii) fall within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations,
etc.") of the Order; or (c) persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as "relevant
persons"). This Announcement and the terms and conditions set out herein must
not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Announcement relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this Announcement must satisfy themselves that
it is lawful to do so.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
This Announcement contains inside information for the purposes of Article 7 of
MAR, encompassing information relating to the Fundraise described above, and
is disclosed in accordance with the Company's obligations under Article 17 of
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, upon publication of
this Announcement, those persons that received such inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
Stifel Nicolaus Europe Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting as Nominated Adviser and Corporate Broker
in connection with the proposed Placing, Subscription, Open Offer and
Admission and Sole Bookrunner to the Company in connection with the proposed
Placing. Persons receiving this Announcement should note that Stifel Nicolaus
Europe Limited is not acting for anyone other than the Company (including a
recipient of this Announcement) and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Stifel
Nicolaus Europe Limited or for advising any other person in respect of the
proposed Placing, Subscription, Open Offer and Admission or any transaction,
matter or arrangement referred to in this Announcement. Stifel Nicolaus Europe
Limited has not authorised the contents of, or any part of, this document and
no liability whatsoever is accepted by Stifel Nicolaus Europe Limited, for the
accuracy of any information or opinions contained in this Announcement or for
the omission of any information, nor does it make any representation or
warranty, express or implied, as to the accuracy of any information or
opinions contained in this Announcement or for the omission of any
information. Stifel Nicolaus Europe Limited expressly disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this Announcement. Stifel Nicolaus
Europe Limited, as nominated adviser and broker to the Company, owes certain
responsibilities to the London Stock Exchange which are not owed to the
Company or the Directors.
This Announcement includes 'forward-looking statements' which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words 'targets',
'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates',
'would', 'could' or 'similar' expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Group's present and future
business strategies and the environment in which the Group will operate in the
future. These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules.
This Announcement does not identify or suggest, or purport to identify or
suggest, all of the risks (direct or indirect) that may be associated with an
investment in the Fundraise. This Announcement does not constitute a
recommendation concerning any investor's decision to purchase or subscribe for
Ordinary Shares. Each investor or prospective investor should conduct his, her
or its own investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information. The price
and value of securities can go down as well as up. Past performance is not a
guide to future performance. Any investment decision to subscribe for New
Ordinary Shares must be made solely on the basis of publicly available
information, which has not been independently verified.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of
professional clients as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the
FCA's Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do
not meet the definition of professional client under (a) or eligible
counterparty per (b); and (ii) eligible for distribution through all
distribution channels as are permitted by the EU Directive 2014/65/EU on
markets in financial instruments, as amended ("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 or the Open Offer.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Stifel 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: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own UK 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) 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 retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing or the Open
Offer. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Stifel will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I - EXTRACTS FROM THE CIRCULAR
1. INTRODUCTION
Polarean Imaging plc is a revenue-generating medical imaging technology
company revolutionizing pulmonary medicine through direct visualisation of
lung function by introducing the power and safety of MRI to the respiratory
healthcare community. This community is in desperate need of modern solutions
to accurately assess lung function. The Company strives to optimise lung
health and prevent avoidable loss by illuminating hidden disease, addressing
the global unmet medical needs of more than approximately 500 million patients
worldwide suffering from chronic respiratory disease. Polarean is a leader in
the field of hyperpolarisation science and has successfully developed the
first and only hyperpolarised Xenon MRI inhaled contrast agent, XENOVIEW™,
which is now FDA-approved in the United States. Polarean is dedicated to
researching, developing, and commercialising innovative imaging solutions with
its non-invasive and radiation-free pulmonary functional MRI platform. This
comprehensive drug-device platform encompasses the proprietary Xenon gas
blend, gas hyperpolarisation system, as well as software and accessories,
facilitating fully integrated modern respiratory imaging operations. Founded
in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is
committed to increasing global awareness of and broad access to its XENOVIEW
MRI technology platform.
On 28 December 2022, the Company announced that the FDA had granted approval
for its first drug device combination product, XENOVIEW (xenon Xe 129
hyperpolarised). 129 Xe MRI is also currently being studied for visualisation
and quantification of gas exchange regionally in the smallest airways of the
lungs, across the alveolar tissue membrane, and into the pulmonary bloodstream
for future clinical indications. The Company also announced that,
simultaneously with the approval of the XENOVIEW NDA, two 510(k) devices were
cleared by the FDA that will support a successful launch of the technology
into the clinical marketplace.
On 21 May, the Company announced its intention to raise a total of £4.1
million (US$5.2 million) (before expenses) by means of the Placing of, in
aggregate, 407,522,525 Placing Shares at the Fundraise Price per Placing
Share. The Company also intends to raise a total of £3.8 million (US$4.8
million) (before expenses) by way of the Subscription of, in aggregate,
379,352,394 Subscription Shares at the Fundraise Price per Subscription Share.
In addition, the Board has also set out its intention to raise up to a further
£2 million (US$2.5 million) (assuming full take up of the Open Offer) by way
of the Open Offer to all Qualifying Shareholders to provide them with the
opportunity to participate in the Fundraise.
The Open Offer is being conducted on the basis of 9 Open Offer Shares for
every 10 Existing Ordinary Shares held on the Record Date at the Fundraise
Price per Open Offer Share. Qualifying Shareholders subscribing for their full
Basic Entitlement under the Open Offer may also apply for additional Open
Offer Shares through the Excess Application Facility. The Open Offer is not
being underwritten. The total amount that the Company could therefore raise as
a result of the Fundraise is approximately £9.9 million (US$12.5 million)
(before expenses), assuming that the Open Offer is fully subscribed.
The Fundraise is being conducted in two tranches:
(i) the first tranche consists of EIS/VCT Placing Shares issued under
the Placing; and
(ii) the second tranche consists of General Placing Shares, Subscription
Shares and the Open Offer Shares issued under the Placing, Subscription and
the Open Offer, respectively.
The Placing, Subscription and Open Offer are conditional upon additional
authorities to allot shares for cash and disapply pre-emption rights under
section 551 and section 570, respectively, of the Act. Accordingly, the
Fundraise is conditional, among other things, on the passing of the
Resolutions to be proposed at the General Meeting. A notice for the General
Meeting, which includes details of the Resolutions is set out at the end of
this document.
As part of the Placing, the Company is seeking to raise funds by the issue of
the EIS Placing Shares to investors seeking the benefit of tax relief under
the EIS and the VCT Placing Shares to investors seeking the benefit of VCT
Relief.
Applications will be made to the London Stock Exchange for First Admission and
Second Admission. It is expected that:
(i) settlement of the EIS/VCT Placing Shares and First Admission will
become effective on or around 8.00 a.m. on 17 June 2024 (being the Business
Day following the General Meeting) and that dealings in EIS/VCT Placing Shares
will commence at that time; and
(ii) settlement of the General Placing Shares, the Open Offer Shares and
the Subscription Shares and Second Admission will become effective on or
around 8.00 a.m. on 18 June 2024 (being the Business Day following First
Admission) and that dealings in the General Placing Shares, the Open Offer
Shares and the Subscription Shares will commence at that time.
If the conditions relating to the issue of the Placing Shares are not
satisfied, or the Placing and Open Offer Agreement is terminated in accordance
with its terms, the Placing Shares and the Open Offer Shares will not be
issued and the Company will not receive the related funds. Shareholders should
note that it is possible that First Admission occurs but that Second Admission
does not. If Second Admission does not occur then the Company will not receive
the relevant net proceeds in respect of such Admission and the Company may not
be able to finance the activities referred to in this document.
2. RECENT DEVELOPMENTS
FDA approval
On 28 December 2022, the Company announced that the FDA had granted approval
for its drug device combination product, XENOVIEW. XENOVIEW, prepared from the
129-Xe Gas Blend, is a hyperpolarised contrast agent indicated for use with
MRI for evaluation of lung ventilation in adults and paediatric patients aged
12 years and older. XENOVIEW has not been evaluated for use with lung
perfusion imaging. The Company also announced that, simultaneously with the
approval of the XENOVIEW NDA, two 510(k) devices were cleared by the FDA that
will support a successful launch of the technology into the clinical
marketplace.
XENOVIEW VDP
XENOVIEW VDP is an image processing software product that analyses a pulmonary
hyperpolarised 129-Xe MR image and a proton chest MR image to provide
visualisation and evaluation of lung ventilation in adults and paediatric
patients aged 12 years and older. This image analysis platform will be used by
clinicians to assist in the interpretation and numerical classification of
hyperpolarised 129-Xe ventilation MR images.
XENOVIEW 3.0T Chest Coil
The Polarean XENOVIEW 3.0T Chest Coil is a flexible, transmit-receive (T/R)
Radiofrequency (RF) coil. It is intended to be worn by a patient who inhales
hyperpolarised 129-Xe gas (XENOVIEW) to obtain an MR image of the regional
distribution of hyperpolarised 129-Xe in the lungs.
The coil is intended to be used in conjunction with compatible 3.0T MRI
scanners and approved hyperpolarized 129-Xe for evaluation of lung ventilation
in adults and paediatric patients aged 12 years and older.
Appointment of Dr. Christopher von Jako as new CEO
On 21 June 2023, the Company appointed Christopher von Jako, Ph.D. as new
Chief Executive Officer and Board Director. With 30 years of global healthcare
leadership experience, Dr. von Jako has led both private and publicly listed
businesses, with a proven track record of commercialization while developing
and executing sound business and operating strategies. He has experience
across a multitude of healthcare sectors, including radiology, pulmonology,
and various surgical interventions.
First clinical scan performed with XENOVIEW
On 11 May 2023, the Company announced that the first clinical scan utilising
XENOVIEW (xenon Xe 129 hyperpolarised) technology in the United States was
conducted at CCHMC, marking key milestone for imaging of lung ventilation.
Reimbursement code price range for the Polarean XENOVIEW MRI Technology
On 5 September 2023, the Company announced that following the RNS on 29 August
2023, the reimbursement code for the Polarean XENOVIEW™ (xenon Xe 129,
hyperpolarised) technology has been assigned to a new technology Ambulatory
Payment Classification code (APC 1551) which corresponds to a payment range of
between $1,201 to $1,300 as part of the 2023 Medicare Hospital Outpatient
Prospective Payment System final rule.
First de novo system order
On 7 December 2023, the Company announced that it has received is first de
novo system order from a top-tier U.S. academic medical centre located in the
northeast.
U.S. Patent granted for dynamic cardiopulmonary blood flow imaging with Xenon
MRI
On 16 April 2024, the Company announced that a new U.S. patent covering the
use of Xenon MRI for cardiopulmonary blood flow imaging had been granted. The
patent expands the Company's utility of hyperpolarised Xenon MRI in the
diagnosis and monitoring of diseases of the pulmonary vasculature.
Order received for upgraded polariser
On 3 May 2024, the Company announced that it had received an order from
Cincinnati Children's Hospital Medical Center for a new polariser to upgrade
its existing research system to provide additional flexibility for research
and clinical scanning.
New MRI System order received
On 10 May 2024, the Company announced that it has received an order for a new
Xenon MRI System from the University of Alabama at Birmingham, a top-tier
academic hospital in the southeast U.S..
3. BACKGROUND TO AND REASONS FOR THE FUNDRAISE
The Company is committed to executing on its five-pillar growth strategy and
is focused on achieving commercial progress in relation to the FDA-approved
XENOVIEW. The Group is undertaking the Fundraise at this time in order to
facilitate continued commercial and strategic progress and to strengthen the
Company's balance sheet while it continues the commercial launch.
4. USE OF PROCEEDS
The Net Proceeds of the Fundraise, which are estimated to be approximately £9
million (US$12 million), will be used to:
· fund sales and marketing expenses to build the commercial team and
infrastructure, targeting top-tier medical centres in pulmonary medicine and
radiology across the U.S. and continue to broaden reimbursement coverage
(approximately £3.2 million (US$4 million));
· support research and development costs to lower the label age for
XENOVIEW from 12 to 6 years old, plan for a clinical trial to expand
indications to gas exchange and red blood cell transfer and fund continued
development of improved versions of the polariser, and additional imaging
software products (approximately £2.8 million (US$3.5 million));
· support efforts to continue to strengthen current partnerships and
pursue additional partnerships £1.2 million (US$1.5 million)); and
· provide additional working capital and for general corporate purposes
(approximately £2.4 million (US$3 million)).
The Company will require further capital in order to execute its longer-term
strategy which includes obtaining regulatory approval for new indications and
the commercial launch of its technology in new jurisdictions, including
Europe. The Board will therefore continue to explore additional funding
options, including strategic partnerships, non-dilutive government funding
from grants and further issues of Ordinary Shares, subject to the Directors
being satisfied with the issue price of the shares at the time.
5. CURRENT PROSPECTS AND OUTLOOK
The Group released its audited results for the year ended 31 December 2022 on
25 May 2023. The full year revenue for 2022 was US$1.0 million (2021: US$1.2
million) and loss after tax for the year of US$13.9 million (2021: US$14
million).
On 7 September 2023, the Group released its unaudited interim results for the
six months ended 30 June 2023 and recorded the six month revenue to be US$0.1
million (2022: US$0.8 million).
Following the completion of the Fundraise, the Group will have cash of around
US$14 million (£11 million), providing a cash runway into the first quarter
of 2026.
6. DETAILS OF THE FUNDRAISE
6.1 The Placing
The Company proposes to raise £4.1 million (US$5.2 million), before expenses,
through the issue of the Placing Shares to new and existing institutional
investors at the Fundraise Price. The Fundraise Price represents a discount of
approximately 73.3 per cent. to the Closing Price of £0.03750 per Existing
Ordinary Share on 20 May 2024, being the latest practicable date prior to the
announcement of the Fundraise.
The Placing Shares represent approximately 188 per cent. of the Existing
Ordinary Shares and will, when issued, represent approximately 33.9 per cent.
of the Enlarged Share Capital.
The Placing is conditional, among other things, on (i) the passing of the
Resolutions; and (ii) Admission becoming effective on or before 8.00 a.m. on
17 June 2024 (or by such later time and/or date as Stifel and the Company may
agree but not later than 8.30 a.m. on 28 June 2024).
The Placing Shares will, following Admission, rank in full for all dividends
and distributions declared, made or paid in respect of the issued Ordinary
Share capital of the Company and otherwise rank pari passu in all other
respects with the Existing Ordinary Shares. The Placing Shares are not being
made available to the public and none of the Placing Shares are being offered
or sold in any jurisdiction where it would be unlawful to do so, including
Australia, Canada, Japan, Russia, the Republic of South Africa or the United
States. As noted above, the Placing Shares have not been, and will not be,
registered under the Securities Act or under the securities laws of any state
of the United States or qualify for distribution under any of the relevant
securities laws of Australia, Canada, Japan, Russia or the Republic of South
Africa.
The Placing and Open Offer Agreement
On 21 May 2024, the Company entered into the Placing and Open Offer Agreement
pursuant to which Stifel has agreed to act as agent for the Company and use
its reasonable endeavours to place the Placing Shares at the Fundraise Price
with certain new and existing institutional investors. The Placing and Open
Offer Agreement is:
i. in respect of the EIS/VCT Placing Shares, conditional, among
other things, upon (i) the passing of the Resolutions; and (ii) First
Admission becoming effective on or before 8.00 a.m. on 17 June 2024 (or by
such later time and/or date as Stifel and the Company may agree but not later
than 8.30a.m. on 28 June 2024); and
ii. in respect of the General Placing Shares, the Open Offer Shares
and the Subscription Shares conditional, among other things, upon: (i) the
passing of the Resolutions; (ii) First Admission having occurred; and (iii)
Second Admission becoming effective on or before 8.00 a.m. on 18 June 2024 (or
by such later time and/or date as Stifel and the Company may agree but not
later than 8.30 a.m. on 28 June 2024.
The Placing and Open Offer Agreement contains customary warranties from the
Company in favour of Stifel in relation to (amongst other things) the accuracy
of the information in this document and other matters relating to the Company
and its business. In addition, the Company has agreed to indemnify Stifel in
relation to certain liabilities they may incur in undertaking the Placing.
Stifel has the right to terminate the Placing and Open Offer Agreement in
certain circumstances prior to Admission. In particular, Stifel may terminate
in the event that there has been a material breach of any of the warranties,
the conditions of the agreement have become incapable of fulfilment or for
force majeure. The Placing has not been underwritten.
The Placing Shares will represent approximately 33.9 per cent. of the Enlarged
Share Capital.
The Subscription
The Subscription Shares will be issued to the Subscribers, at the Fundraise
Price, by the Company pursuant to the Subscription Agreements. The
Subscription is conditional, amongst other things, on (i) the passing of the
Resolutions; and (ii) Admission becoming effective on or before 8.00 a.m. on
18 June 2024 (or by such later time and/or date as Stifel and the Company may
agree but not later than 8.30 a.m. on on 28 June 2024.
The Subscription Shares will represent approximately 31.5 per cent. of the
Enlarged Share Capital.
6.2 The Open Offer
Basic Entitlement
Qualifying Shareholders (other than, subject to certain exemptions, those
Shareholders in Restricted Jurisdictions) have the opportunity under the Open
Offer to subscribe for Open Offer Shares at the Fundraise Price, payable in
full on application and free of expenses, pro rata to their existing
shareholdings, on the following basis:
9 Open Offer Shares for every 10 Existing Ordinary Shares
held by them and registered in their names on the Record Date, rounded down to
the nearest whole number of Open Offer Shares. Qualifying Shareholders may
apply for any whole number of Open Offer Shares up to their Basic Entitlement.
The Open Offer Shares will (assuming successful applications are received for
all available Open Offer Shares) represent approximately 16.6 per cent. of the
Enlarged Share Capital.
The Company, subject to certain exceptions, has agreed not to offer, issue,
lend, sell or contract to sell, grant options in respect of or otherwise
dispose of or announce an offer or issue of any of its Ordinary Shares or
securities exchangeable or convertible into its Ordinary Shares in the period
of 180 days from the date of latest Admission without prior written consent of
Stifel.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND EXCEPT AS SET FORTH BELOW IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
PARTICIPATION IN THE PLACING IS FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO
HAVE BEEN SELECTED BY STIFEL AND WHO ARE: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY IMPLEMENTING
MEASURE IN SUCH MEMBER STATES, THE "EEA PROSPECTUS REGULATION"); (B) IN THE
UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK VERSION OF
THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION"), WHICH FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT OF 2018 (THE
"EUWA") WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (C) IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE
SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION, AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN
UP, EXERCISED, RESOLD, TRANSFERRED, OR DELIVERED TO, 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. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES
OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR
ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY
THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE
OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL
AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF
THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS ANNOUNCEMENT
OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES
ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
Persons who are invited to and who choose to participate in the Placing, by
making (or on whose behalf there is made) an oral or written offer to
subscribe for Placing Shares (each such person whose participation is accepted
by Stifel in accordance with this Appendix being hereinafter referred to as a
"Placee" and together, as the "Placees"), will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EEA
Prospectus Regulation or UK Prospectus Regulation (as the case may be): (i)
the Placing Shares acquired by it have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
the UK or any member state of the EEA or persons in any jurisdiction to which
the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be)
otherwise applies, other than Qualified Investors or in circumstances in which
the prior consent of Stifel has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in the UK
or any member state of the EEA or persons in any jurisdiction to which the UK
Prospectus Regulation or EEA Prospectus Regulation (as the case may be)
otherwise applies, other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the UK Prospectus Regulation or EEA
Prospectus Regulation (as the case may be) as having been made to such
persons; and
3. it:
(a) (i) is located outside of the United States within the meaning of
Regulation S ("Regulation S") promulgated under the Securities Act; (ii) is
subscribing for Placing Shares in an "offshore transaction" (within the
meaning of Regulation S); (iii) is purchasing the Placing Shares for its own
account or is purchasing the Placing Shares for an account with respect to
which it exercises sole investment discretion and that it (and any such
account) is located outside the United States or it is a dealer or other
professional fiduciary in the United States acting on a discretionary basis
for non-U.S. beneficial owners (other than an estate or trust), in reliance
upon Regulation S; and (iv) acknowledges that the Placing Shares were not
offered to it by means of any "directed selling efforts" as such term is
defined in Regulation S;
or
(b) (i) is a qualified institutional buyer (a "QIB") as defined in Rule 144A
under the Securities Act and will sign and return an investor representations
letter in the form agreed between the Company and Stifel prior to confirmation
of its allocation in the Placing; (ii) represents, warrants and agrees that
any Placing Shares it acquires will be for its own account (or for the account
of a QIB for which it exercises sole investment discretion) for investment
purposes and not with a view to resale or distribution within the meaning of
the U.S. securities laws; and (iii) acknowledges that the Placing Shares have
not been offered to it by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D or by means of any "directed
selling efforts" as such term is defined in Regulation S.
The Company and Stifel will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. No action has been taken by the Company or
Stifel that would permit an offering of such securities or possession or
distribution of this Announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for that purpose
is required. This Announcement and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or the Republic of South Africa or in any
jurisdiction in which such publication or distribution is unlawful. Persons
into whose possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions on transfer of this
Announcement. No public offer of securities of the Company is being made in
the United Kingdom, the United States or elsewhere.
The Placing Shares will not be lodged with or registered by the Australian
Securities and Investments Commission and are not being offered for
subscription or sale and may not be directly or indirectly offered, sold,
taken up, transferred or delivered in or into Australia or to or for the
account or benefit of any person or corporation in (or with a registered
address in) Australia. The relevant clearances have not been, and will not be
obtained from the Ministry of Finance of Japan and no circular in relation to
the Placing Shares has been or will be lodged with or registered by the
Ministry of Finance of Japan. The Placing Shares may not therefore be offered,
taken up, transferred or sold, directly or indirectly, in or into Japan, its
territories and possessions and any areas subject to its jurisdiction or to
any resident of Japan. The approval of the South African Exchange Control
Authorities has not been, and will not be, obtained in relation to the Placing
Shares. The Placing Shares may not therefore be offered, taken up, transferred
or sold directly or indirectly in or into South Africa or to a resident of
South Africa. The Placing Shares may not be offered, taken up, transferred or
sold directly or indirectly in or into Canada or to a resident of Canada.
Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action. Stifel is acting exclusively for the Company and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice in relation to
the matters described in this Announcement.
Details of the Placing
Stifel has entered into the Placing and Open Offer Agreement with the Company
under which Stifel has, on the terms and subject to the conditions set out
therein, agreed to use its reasonable endeavours to procure, as agent for the
Company, subscribers for the Placing Shares at the Issue Price.
The Company is also separately making an Open Offer of up to 200,000,000 new
Ordinary Shares and a Subscription of approximately 379,352,394 new Ordinary
Shares.
The Placing and Open Offer Agreement contains customary undertakings and
warranties given by the Company to Stifel including as to the accuracy of
information contained in this Announcement, to matters relating to the Company
and its business and a customary indemnity given by the Company to Stifel in
respect of liabilities arising out of or in connection with the Placing.
The Placing is not underwritten by Stifel and is subject to a number of
conditions detailed below. Admission of the Placing Shares is conditional
upon, amongst other things, the approval of the Resolutions by Shareholders at
the General Meeting. The Company intends to publish and send the Circular on
or around 23 May 2024 to Shareholders, which will convene the General Meeting
in order to propose the necessary Resolutions to authorise the Directors to
allot the Placing Shares free of statutory pre-emption rights. It will also
seek shareholder authority to allot the Subscription Shares and Open Offer
Shares and contain the terms and conditions of the Open Offer.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Ordinary Shares after the relevant date of
issue of the Placing Shares.
The Company, subject to certain exceptions, has agreed not to offer, issue,
lend, sell or contract to sell, grant options in respect of or otherwise
dispose of or announce an offer or issue of any of its Ordinary Shares or
securities exchangeable or convertible into its Ordinary Shares in the period
of 180 days from the date of latest Admission without prior written consent of
Stifel.
Application for admission to trading
Applications will be made to the London Stock Exchange for each Admission. It
is expected that (i) settlement of the EIS/VCT Placing Shares and First
Admission will become effective on or around 8.00 a.m. on 17 June 2024, and
(ii) settlement of the General Placing Shares, Subscription Shares and Open
Offer Shares and Second Admission will become effective on or around 8.00 a.m.
on 18 June 2024, and that dealings in the New Ordinary Shares will commence at
those times.
Bookbuild
Stifel will today commence the bookbuilding process in respect of the Placing
to determine demand for participation by Placees. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the
Placing.
Stifel 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. Stifel will arrange the Placing as agent for and on behalf
of the Company.
2. Stifel, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Stifel is not responsible to
anyone other than the Company for providing the protections afforded to
clients of Stifel or for providing advice in connection with the contents of
this Announcement or the transactions and arrangements described herein.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by Stifel. Stifel
and the Company will determine in their absolute discretion the extent of each
Placee's participation in the Placing, which will not necessarily be the same
for each Placee.
4. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
5. The Issue Price will be a fixed price of 1 pence per New
Ordinary Share.
6. The final number of Placing Shares will be agreed between
Stifel and the Company following completion of the Bookbuild. The number of
Placing Shares will be announced on an FCA-listed regulatory information
service following the completion of the Bookbuild.
7. To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sales contact at Stifel. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to acquire at the Issue Price. Bids may be scaled down by Stifel on the
basis referred to in paragraph Error! Reference source not found. below.
8. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with Stifel's consent will not
be capable of variation or revocation after the time at which it is submitted.
Each Placee's obligations will be owed to the Company and Stifel.
9. The Bookbuild is expected to close by 8.00 p.m. on 21 May
2024, but may be closed earlier or later at the absolute discretion of Stifel.
Stifel may, in agreement with the Company, accept bids that are received after
the Bookbuild has closed. The Company reserves the right (upon the agreement
of Stifel) to reduce or seek to increase the amount to be raised pursuant to
the Placing.
10. Each prospective Placee's allocation will be determined by
Stifel in its sole discretion and if successful will be confirmed to it either
orally or in writing by Stifel following the close of the Bookbuild and a
trade confirmation will be despatched as soon as possible thereafter. The
terms of this Appendix will be deemed incorporated by reference therein. The
oral confirmation to the Placee by Stifel constitutes an irrevocable, legally
binding contractual commitment in favour of the Company and Stifel (as agent
for the Company) to subscribe for the number of Placing Shares allocated to it
at the Issue Price and on the terms set out in this Appendix and in accordance
with the Company's articles of association.
11. Subject to paragraphs 8 and 10 above, Stifel may choose to
accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. Stifel may also, notwithstanding
paragraphs 8 and 10 above, subject to the prior consent of the Company: (i)
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time.
12. Except as required by law or regulation, no press release or
other announcement will be made by Stifel 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.
13. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Stifel, to pay in cleared funds
immediately on the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the product of the
Issue Price and the number of Placing Shares such Placee has agreed to take up
and the Company has agreed to allot.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the times and
on the basis explained below under "Registration and Settlement".
15. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing and Open Offer Agreement ".
16. By participating in the Bookbuild, each Placee will agree that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
17. By participating in the Bookbuild, each Placee acknowledges
and agrees if appropriate in connection with performing its obligations under
the Placing and Open Offer Agreement , Stifel may utilise the services of one
or more of its Affiliates (including Stifel Europe Bank AG, which is regulated
by the Bundesanstalt für Finanzdienstleistungsaufsicht in Germany), provided
that Stifel shall be primarily liable for its obligations under the Placing
and Open Offer Agreement .
18. To the fullest extent permissible by law, none of the Company,
Stifel or any of their respective Affiliates, agents, directors, officers or
employees, shall have any liability to Placees nor shall they owe any Placees
fiduciary duties in respect of any claim they may have (or to any other person
whether acting on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of the Company, Stifel or any of their
respective Affiliates, agents, directors, officers or employees shall have any
liability (including to the fullest extent permissible by law, any fiduciary
duties) in respect of Stifel's conduct of the Bookbuild and the Placing. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and neither Stifel nor any of
its Affiliates, agents, directors, officers or employees shall have any
liability to the Placees for the failure of the Company to fulfil those
obligations.
Conditions of the Placing
Stifel's obligations under the Placing and Open Offer Agreement in relation to
the Placing Shares and the Open Offer Shares are conditional on, inter alia:
(a) the passing (without amendment) of the Resolutions at the
General Meeting;
(b) the Company allotting, subject only to Admission, the New
Ordinary Shares in accordance with the Placing and Open Offer Agreement and
the Subscription Letters (as applicable);
(c) the Subscription becoming unconditional in accordance with its
terms and the subscription funds being received by the Company prior to Second
Admission;
(d) First Admission occurring on or before 8.00 a.m. on 17 June
2024, or such later time and/or date, as the Company may agree with Stifel,
being no later than 8.30 a.m. on the Final Date, and the Placing and Open
Offer Agreement not having been terminated prior to First Admission; and
(e) Second Admission occurring on or before 8.00 a.m. on 18 June
2024, or such later time and/or date, as the Company may agree with Stifel,
being no later than 8.30 a.m. on the Final Date, and the Placing and Open
Offer Agreement not having been terminated prior to Second Admission.
Stifel's obligations under the Placing and Open Offer Agreement are also
conditional on, inter alia, there having been no development or event (or any
development or event involving a prospective change of which the Company is,
or might reasonably be expected to be, aware) which will or is likely to have
a material adverse effect on or affecting the operations, condition
(financial, operational, legal or otherwise), prospects, management, results
of operations, financial position, business or general affairs of the Company
or of the Group, respectively whether or not foreseeable and whether or not
arising in the ordinary course of business.
If: (i) any of the conditions contained in the Placing and Open Offer
Agreement are not fulfilled by the time or date where specified (or such
later time or date as the Company and Stifel may agree, not being later than
8.30 a.m. on the Final Date) or waived by Stifel in writing; or (ii) the
Placing and Open Offer Agreement is terminated as described below, the Placing
will lapse and the relevant Placees' rights and obligations hereunder in
relation to the relevant Placing Shares shall cease and terminate at such time
and each such Placee agrees that no claim can be made by the Placee in respect
thereof.
For the avoidance of doubt the Placing shall not be conditional on the Open
Offer being subscribed for by Qualifying Shareholders.
Stifel may, in its absolute discretion, waive the whole or any part of any of
the Company's obligations in relation to the conditions in the Placing and
Open Offer Agreement, save that certain conditions, including the conditions
relating to the passing of the Resolutions at the General Meeting, each
Admission taking place and the Company allotting the Placing Shares subject
only to the relevant Admission taking place, and the time by which these must
occur, may not be waived and the period for compliance with such conditions
may not be extended. Any such waiver will not affect Placees' commitments as
set out in this Announcement.
None of Stifel or the Company, nor any of their respective Affiliates, agents,
directors, officers or employees, shall have any liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of Stifel and the Company.
Right to terminate under the Placing and Open Offer Agreement
Stifel is entitled in its absolute discretion, at any time before each
Admission, to terminate the Placing and Open Offer Agreement by giving notice
to the Company in certain circumstances, including, inter alia:
(a) in the opinion of Stifel (acting in good faith), if the
warranties in the Placing and Open Offer Agreement are not true and accurate
or have become misleading (or would not be true and accurate or would be
misleading if repeated at any time before the relevant Admission) by reference
to the facts then existing, in each case in a way that is material in the
context of the Proposals;
(b) in the opinion of Stifel (acting in good faith), the Company
fails to comply with any of its obligations under the Placing and Open Offer
Agreement and that failure is material in the context of the Proposals;
(c) in the opinion of Stifel (acting in good faith), there has
occurred a development or event (or any development or event involving a
prospective change of which the Company is, or might reasonably be expected to
be, aware) which will or is likely to have a material adverse effect on or
affecting the operations, the condition (financial, operational, legal or
otherwise), prospects, management, results of operations, financial position,
business or general affairs of the Company or Group respectively whether or
not foreseeable and whether or not arising in the ordinary course of business;
or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary or
secondary); an incident of terrorism; outbreak or escalation of hostilities,
war or declaration of martial law; a material deterioration in, or material
escalation in the response to the COVID-19 pandemic; a suspension or material
limitation in trading of securities generally on any stock exchange; any
change in currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of Stifel (acting in good faith) to
materially prejudice the success of the Proposals.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing and
Open Offer Agreement and will not be subject to termination by the Placee or
any prospective Placee at any time or in any circumstances. By participating
in the Placing, Placees agree that the exercise by Stifel of any right of
termination or other discretion under the Placing and Open Offer Agreement
shall be within the absolute discretion of Stifel, and that it need not make
any reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to exercise.
Placees will have no rights against Stifel, the Company or any of their
respective directors or employees under the Placing and Open Offer Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No admission document or 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 an
admission document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Placing, and Placees' commitments will be
made solely on the basis of the information contained in the Announcement
(including this Appendix) and the Exchange Information (as defined further
below). Each Placee, by accepting a participation 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 other
information (other than the Exchange Information), representation, warranty,
or statement made by or on behalf of the Company, Stifel, any of their
respective Affiliates, agents, directors, officers or employees, or any other
person and neither Stifel, the Company, any of their respective Affiliates,
agents, directors, officers or employees nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by
Stifel, the Company, or their respective Affiliates, officers, directors,
employees or agents. 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. Neither the Company nor
Stifel are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BF3DT583)
following each Admission, will take place within CREST provided that, subject
to certain exceptions, Stifel reserves the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that they deem necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation stating the
number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to Stifel (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place with
Stifel.
It is expected that settlement in respect of: (i) the EIS/VCT Placing Shares
will be on 17 June 2024 on a T+1 basis; and (ii) the General Placing Shares,
the Subscription Shares and the Open Offer Shares will be on 18 June 2024 on a
T+2 basis, in each case in accordance with the instructions set out in the
trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Stifel may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Stifel's
account and benefit (as agents for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable and shall indemnify Stifel (as agent for the
Company) on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on Stifel all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which Stifel lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By submitting a bid and/or participating in the Placing each Placee (and any
person acting on such Placee's behalf) makes the following representations,
warranties, acknowledgements, agreements and undertakings (as the case may be)
to the Company and Stifel, namely that, each Placee (and any person acting on
such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
participation in the Bookbuild and the Placing and its subscription of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and not in reliance on any information
given or any representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing, the
Subscription, the Open Offer or otherwise, other than the information
contained in this Announcement, and undertakes not to redistribute or
duplicate this Announcement or any part of it;
2. acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Bookbuild or the
Placing and represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document in
connection therewith;
3. acknowledges that the Ordinary Shares are admitted to
trading on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively "Exchange Information"), which includes the Company's most
recent balance sheet and profit and loss account and similar statements
published in the preceding 12 months and that the Placee is able to obtain or
access such information or comparable information without undue difficulty;
4. acknowledges that none of Stifel, the Company, nor any of
their respective Affiliates or any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested
Stifel, the Company, their respective Affiliates or any person acting on
behalf of any of them to provide it with any such information and has read and
understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that neither Stifel nor any
of its Affiliates, agents, directors, officers or employees, or any person
acting on its or their behalf has or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied on in committing itself to acquire the Placing Shares
is contained in this Announcement and any Exchange Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and that it has neither received nor relied
on any other information given or representations, warranties or statements
made by Stifel, the Company or any of their respective Affiliates, agents,
directors, officers or employees or any person acting on behalf of any of
them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee or any
material prepared by the Research Department of Stifel (the views of such
Research Department not representing and being independent from those of the
Company and the Corporate Finance Department of Stifel and not being
attributable to the same)), and neither Stifel, nor the Company, will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement.
Each Placee further acknowledges and agrees that it may not place the same
degree of reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges and agrees
that it has relied solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing and
it will not rely on any investigation that Stifel, its Affiliates, agents,
directors, officers or employees or any other person acting on their behalf
has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any 'inside information' as defined in the UK version of the Market
Abuse Regulation (Regulation 596/2014/EU), as it forms part of UK law by
virtue of the EUWA ("MAR"), concerning the Company in accepting this
invitation to participate in the Placing;
7. acknowledges that Stifel does 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 Stifel is not
acting for it or its clients and that Stifel will not be responsible for
providing protections to it or its clients;
8. acknowledges that neither Stifel nor its Affiliates,
agents, directors, officers or employees, or any person acting on behalf of
them has or shall have any liability for the Exchange Information, any
publicly available or filed information or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;
9. neither Stifel, its ultimate holding company nor any direct
or indirect subsidiary undertakings of such holding companies, nor any of
their respective Affiliates, agents, directors, officers or employees shall be
liable to Placees for any matter arising out of Stifel's role as placing agent
or otherwise in connection with the Placing and that where any such liability
nevertheless arises as a matter of law each Placee will immediately waive any
claim against any of such persons which the relevant Placee may have in
respect thereof;
10. acknowledges that the Placing Shares have not been and will not
be registered under the Securities Act or with any state or other jurisdiction
of the United States, nor approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or
any other United States regulatory authority;
11. represents and warrants that:
(a) (i) it is located outside of the United States; and (ii) it is acquiring
the Placing Shares in an "offshore transaction" meeting the requirements of
Regulation S and not with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States; or
(b) (i) it is a QIB, and it will sign and return a US investor representation
letter to the Company and Stifel prior to confirmation of its allocation in
the Placing; and (ii) any Placing Shares it acquires will be for its own
account (or for the account of a QIB for which it exercises sole investment
discretion) for investment purposes and not with a view to resale or
distribution within the meaning of the U.S. securities laws;
12. it acknowledges and agrees that there is no present intention to
register any of the Placing Shares for sale or re-sale under the Securities
Act and that there can be no representation as to the availability of Rule 144
or any other exemption under the Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
13. it is not subscribing for any Placing Shares as a result of
any general solicitation or general advertising (with the meaning of Rule
502(c) of Regulation D) or any directed selling efforts (within the meaning of
Regulation S);
14. if in the future the Placee decides to offer, sell, transfer,
assign or otherwise dispose of any Placing Shares, it will do so only in
compliance with an exemption from the registration requirements of the
Securities Act and under circumstances which will not require the Company to
register under the US Investment Company Act of 1940;
15. represents and warrants that neither it, nor the beneficial
owner if different of such Placing Shares, will be a resident of Canada,
Australia, Japan or the Republic of South Africa;
16. acknowledges and agrees that the relevant clearances have not
been and will not be obtained from the securities commission of any province
of Canada and that the Placing Shares have not been and will not be registered
under the securities legislation of Australia, Japan or the Republic of South
Africa and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;
17. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
18. represents and warrants that: (i) it is aware of and has
complied with its obligations under the Criminal Justice Act 1993 and MAR;
(ii) in connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and any related rules, regulations or guidelines
issued, administered or enforced by any government agency having jurisdiction
in respect thereof; and (iii) it is not a person: (a) with whom transactions
are prohibited under the 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; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM Treasury
of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United
Nations (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and
has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to Stifel such evidence, if any, as to the identity or
location or legal status of any person which Stifel may request from it in
connection with the Placing (for the purpose of complying with such
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 Stifel on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by it or at
its direction pursuant to the Placing being reduced to such number, or to nil,
as Stifel may decide in its sole discretion;
19. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation or EEA Prospectus Regulation (as the case
may be), represents and warrants that the Placing Shares purchased by it in
the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
the UK or in a member state of the EEA or to persons in a jurisdiction to
which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case
may be) otherwise applies, other than Qualified Investors, or in circumstances
in which the prior consent of Stifel has been given to the offer or resale;
20. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the UK or in the EEA
prior to either Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances
which have not resulted in and which will not result in an offer to the public
in the UK or in any member state of the EEA within the meaning of the UK
Prospectus Regulation or EEA Prospectus Regulation (including any relevant
implementing measure in any member state)(as the case may be);
21. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
22. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;
23. if in a member state of the EEA, unless otherwise specifically
agreed with Stifel in writing, represents and warrants that it is a Qualified
Investor within the meaning of the EEA Prospectus Regulation;
24. if in the United Kingdom, represents and warrants that it is:
(A) a Qualified Investor within the meaning of article 2(E) of the UK
Prospectus Regulation; and (B) a person: (i) who has professional experience
in matters relating to investments and is an "investment professional" falling
within Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to
(D) ("High Net Worth Companies, Unincorporated Associations, etc") of the
Order; or (iii) to whom this Announcement may otherwise be lawfully
communicated;
25. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
26. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by Stifel;
27. if it is acting as a "distributor" (for the purposes of MiFID
II Product Governance Requirements):
27.1. it acknowledges that the 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 ("Target Market
Assessment") undertaken by Stifel does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares and each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels;
27.2. notwithstanding any Target Market Assessment
undertaken by Stifel, it confirms that, other than where it is a providing an
execution-only service to investors, it has satisfied itself as to the
appropriate knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to distribute the
Placing Shares and that is has considered the compatibility of the risk/reward
profile of such Placing Shares with the end target market;
27.3. it acknowledges 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;
28. it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook;
29. undertakes that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as Stifel
may in its sole discretion determine and without liability to such Placee and
it will remain liable and will indemnify Stifel on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty or stamp
duty reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and conditions) which
may arise upon the placing or sale of such Placee's Placing Shares on its
behalf;
30. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that Stifel may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the aforementioned
maximum;
31. acknowledges that neither Stifel, nor any of its Affiliates,
or any person acting on behalf of any of them, is making any recommendations
to it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing and that participation in the Placing is
on the basis that it is not and will not be treated for these purposes as a
client of Stifel and that Stifel does not have any duties or responsibilities
to it for providing the protections afforded to their clients or customers 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 their rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
32. undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as
the case may be. Neither Stifel, nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and Stifel in respect of the same on the basis that the Placing Shares
will be credited to the CREST stock accounts of Stifel who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
33. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Stifel 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;
34. acknowledges that time shall be of the essence with regard to
obligations pursuant to this Appendix;
35. agrees that the Company, Stifel and their respective
Affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to Stifel on its own behalf and on behalf of the Company and are irrevocable
and are irrevocably authorised to produce this Announcement or a copy thereof
to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby;
36. agrees to indemnify on an after-tax basis and hold the
Company, Stifel and their respective Affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
37. acknowledges that no action has been or will be taken by any
of the Company, Stifel or any person acting on behalf of the Company or Stifel
that would, or is intended to, permit a public offer of the Placing Shares in
any country or jurisdiction where any such action for that purpose is
required;
38. acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
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 associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
39. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of the
Placing;
40. acknowledges that Stifel, or any of its Affiliates acting as
an investor for their own account may take up shares in the Company and in
that capacity may retain, purchase or sell for their own account such shares
and may offer or sell such shares other than in connection with the Placing;
41. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and
42. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including this
Appendix.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Stifel and the Company and are irrevocable and
shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which none of the Company or Stifel will be responsible, and the
Placee to whom (or on behalf 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 UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Stifel in the event that any of the Company or Stifel
has incurred any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify Stifel
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Stifel does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
and Open Offer Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Stifel, or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with Stifel,
any money held in an account with Stifel 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 rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be
segregated from Stifel money in accordance with the client money rules and
will be used by Stifel in the course of its own business and the Placee will
rank only as a general creditor of Stifel.
All times and dates in this Announcement may be subject to amendment. Stifel
shall notify the Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
APPENDIX III - DEFINITIONS
The following words and expressions shall have the following meanings in this
Announcement (including this Appendix) unless the context otherwise requires:
'Act' the Companies Act 2006;
'Admission' First Admission and/or Second Admission, as the context requires;
'Affiliate' (i) a person controlling, controlled by or under common control with that
person; or (ii) any "affiliate" as such term is defined in Rule 405 of the
Securities Act;
'AIM' the market of that name operated by the London Stock Exchange;
'AIM Rules' the AIM Rules for Companies issued by the London Stock Exchange;
the process to be carried out by Stifel in seeking to procure Placees for the
Placing Shares;
'Bookbuild'
'Bracco' Bracco Imaging S.p.A., a company incorporated in Italy (with registered number
MI146245312) whose registered office is at Via Egidio Folli 50, 20134 Milan,
Italy;
'certificated' or 'in certificated form' a share or other security which is not in uncertificated form (that is, not in
CREST);
'Closing Price' the closing middle market quotation of an Ordinary Share as derived from the
AIM Appendix to the Daily Official List of the London Stock Exchange;
'Circular' the circular to be sent to certain Shareholders setting out details of the
Open Offer and the Notice of General Meeting;
'Company' Polarean Imaging plc, a company incorporated in England and Wales with company
number 10442853 and having its registered office at 27-28 Eastcastle Street,
London, W1W 8DH;
'CREST' the system enabling title to securities to be evidenced and transferred in
dematerialised form operated by Euroclear UK & International;
'EEA' the European Economic Area;
'EIS/VCT Investors' the placees who are (i) venture capital trusts or (ii) qualified for
enterprise investment scheme relief, and who agree to acquire EIS/VCT Placing
Shares pursuant to the Placing;
'EIS/VCT Placing Shares' those Placing Shares to be issued to EIS/VCT Investors as established by the
Bookbuild and set out in the executed Term Sheet;
'Enlarged Share Capital' the entire issued ordinary share capital of the Company immediately following
Admission (assuming successful applications are received for all available
Open Offer Shares);
'Euroclear UK & International' Euroclear UK & International Limited;
'Excluded Overseas Shareholders' Shareholders with registered addresses in a Restricted Jurisdiction;
'FCA' the Financial Conduct Authority;
'Final Date' 28 June 2024;
'First Admission' the proposed admission of the EIS/VCT Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
'FSMA' the UK Financial Services and Markets Act 2000;
'General Meeting' the general meeting of the Company to be convened for 2pm on 14 June 2024,
notice of which is set out in the Circular;
'General Placing Shares' those Placing Shares to be issued to Placees, other than the EIS/VCT
Investors, as established by the Bookbuild and set out in the executed Term
Sheet;
'Group' the Company and its subsidiaries and subsidiary undertakings from time to time
including, where the context requires, any one or more of such companies;
'ISIN' International Securities Identification Number;
'Issue Price' 1 pence per New Ordinary Share;
'London Stock Exchange' London Stock Exchange plc;
'MiFID II' means the UK legislation implementing the Markets in Financial Instruments
Directive 2014/65/EU of the European Parliament and of the Council of 15 May
2014 on markets in financial instruments;
'MiFID II Product Governance Requirements' the product governance requirements contained within: (a) MiFID II; (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, as it forms part of UK law by virtue of the EUWA; (c)
local implementing measures; and (d) the product governance requirements of
Chapter 3 of the FCA's Product Intervention and Product Governance Sourcebook;
'New Ordinary Shares' the Placing Shares, the Subscription Shares and the Open Offer Shares;
'Notice of General Meeting' the notice of General Meeting, which is set out in the Circular;
'Open Offer' the proposed open offer of the Open Offer Shares on the terms and conditions
contained in the Circular at the Issue Price;
'Open Offer Shares' such number of new Ordinary Shares as set out in the Circular, to be offered
to Qualifying Shareholders;
'Ordinary Shares' ordinary shares of 0.037 pence (£0.00037) each in the capital of the Company;
'Placing' the conditional placing of the Placing Shares at the Issue Price by Stifel
pursuant to the Placing and Open Offer Agreement;
'Placing and Open Offer Agreement' the Placing and Open Offer Agreement entered into between the Company and
Stifel on 21 May 2023;
'Placing Shares' such number of new Ordinary Shares which shall be established by the Bookbuild
and set out in the executed Term Sheet, comprising the General Placing Shares
and the EIS/VCT Placing Shares;
'Proposals' the Placing, the Subscription, the Open Offer and Admission;
'Qualifying Shareholders' Shareholders (other than Excluded Overseas Shareholders);
'Record Date' 6.00 p.m. on 20 May 2024;
'Register' the register of members of the Company;
'Regulation D' Regulation D promulgated under the Securities Act;
'Resolutions' the resolutions to be proposed at the General Meeting, to be set out in the
Notice of General Meeting;
'Restricted Jurisdiction' each and any of Australia, Canada, Japan, Russia, the Republic of South
Africa, the United States and any other jurisdiction where the extension or
the availability of the Open Offer would breach any applicable law;
'Second Admission' the proposed admission of the General Placing Shares, the Subscription Shares
and the Open Offer Shares to trading on AIM becoming effective in accordance
with the AIM Rules;
'Securities Act' the United States Securities Act of 1933, as amended;
'Shareholder(s)' holder(s) of Ordinary Shares whose names appear on the Register on the Record
Date;
'Stifel' Stifel Nicolaus Europe Limited, a company incorporated in England with
registered number 03719559 and having its registered office at 4th Floor, 150
Cheapside, London, EC2V 6ET, and who at the date of this document is appointed
as nominated adviser and corporate broker to the Company, and is acting as
sole bookrunner in connection with the Placing;
'Subscribers' each of Bracco Imaging S.p.A, NUKEM Isotopes GmbH, Ken West, Frank Schulkes,
Cyrille Petit, Charles Osborne, Christopher von Jako, Bill Blair, Bastiaan
Driehuys, Dan Brague, Jürgen Laucht, Kiarash Emami and Neil Wadehra and
'Subscriber' shall mean any one of them;
'Subscription' the conditional direct subscription with the Company for the Subscription
Shares at the Issue Price;
'Subscription Letters' the letters to be entered into between (i) the Company on one hand, and (ii)
the Subscribers on the other on or before the date of this Announcement,
pursuant to which each Subscriber has agreed to subscribe for certain
Subscription Shares;
'Subscription Shares' the 379,352,394 new Ordinary Shares to be issued to the Subscribers pursuant
to the Subscription;
'subsidiary undertakings' has the meaning as set out in section 1162 of the Act;
'Term Sheet' those terms of the Placing in the form set out in Schedule 4 of the Placing
and Open Offer Agreement , to be executed by the Company and Stifel;
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland;
'uncertificated' or 'in uncertificated form' a share or security recorded in the Register as being held in uncertificated
form, 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; and
APPENDIX IV - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6:00 p.m. on 20 May 2024
Announcement of the Fundraise 4:35 p.m. on 21 May 2024
Announcement of the Result of the Placing 7.00 a.m. on 22 May 2024
Publication and posting of the Circular and, to Qualifying Non-CREST 23 May 2024
shareholders only, Application Form
Existing Ordinary Shares marked "ex" by the London Stock Exchange 7.00 a.m. on 23 May 2024
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to as soon as possible after 8.00 a.m. on 24 May 2024
stock accounts of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 06 June 2024
from CREST for Qualifying CREST Shareholders
Latest time and date for depositing Open Offer Entitlements and Excess CREST 3.00 p.m. on 07 June 2024
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 10 June 2024
market claims only)
Latest time and date for receipt of Form of Proxy and voting instructions to 2 p.m. on 12 June 2024
be valid at the General Meeting
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 12 June 2024
full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
General Meeting 2 p.m. on 14 June 2024
Announcement of result of Open Offer and result of General Meeting 14 June 2024
First Admission and dealings in EIS/VCT Placing Shares expected to commence on 8.00 a.m. on 17 June 2024
AIM
EIS/VCT Placing Shares expected to be credited to CREST members' account in 17 June 2024
uncertificated form
Second Admission and dealings in General Placing Shares, Subscription Shares 8.00 a.m. on 18 June 2024
and Open Offer Shares expected to commence on AIM
General Placing Shares, Subscription Shares and Open Offer Shares expected to 18 June 2024
be credited to CREST members' account in uncertificated form
Despatch of definitive share certificates in respect of the Fundraise Shares within 14 days of Admission
in be held in certificated form
Notes:
1. Each of the times and dates above are indicative only and if any of the
details contained in the timetable above should change, the revised times and
dates will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting
are conditional on the passing at the General Meeting of the Resolutions.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEEFLFLZELZBBVRecent news on Polarean Imaging
See all newsREG - Polarean Imaging PLC - Virtual investor day
AnnouncementREG - Polarean Imaging PLC - Half-year Report
AnnouncementREG - Polarean Imaging PLC - Appointment of Vice President of Sales
AnnouncementREG - Polarean Imaging PLC - Appointment of Chief Medical Advisor
AnnouncementREG - Polarean Imaging PLC - Notice of Results
Announcement