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Placing and Subscription of £7.7m

13 Jul 2020 12:13

RNS Number : 8410S
4d Pharma PLC
13 July 2020
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX.

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 4D PHARMA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF 4D PHARMA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, 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 AND, 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.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in the Appendix.

4D pharma plc

(the "Company" or "4D")

Placing and Subscription of New Ordinary Shares to raise approximately £7.7 million

Launch of Placing by Bookbuild

4D pharma plc (AIM: DDDD), a pharmaceutical company leading the development of Live Biotherapeutic Products ("LBPs"), announces a proposed non pre-emptive Fundraising by way of a Placing and Subscription of new Ordinary Shares to raise gross proceeds of approximately £7.7 million. The Placing is being conducted via a Bookbuild process.

Highlights

· The Company intends to use the net proceeds from the Fundraising, together with its existing financial resources, to:

o progress opportunities in ongoing studies and clinical development including, amongst other things, by building upon the recently announced proof of concept data in the treatment of certain cancers with a Live Biotherapeutic, generating data in its COVID-19 clinical trial and advancing its novel therapeutic strategy for neurodegenerative disease;

o strengthen the Company's balance sheet to enable it to explore longer-term strategies, including those relating to funding, out-licensing and potential partnering opportunities in relation to pipeline products or for its platform; and

o fund its general working capital needs and investigate other capital market opportunities, including options for a potential US listing.

· The Fundraising Shares will be issued using the authorities conferred by shareholders at the recent AGM.

· Proposed Placing and Subscription to raise gross proceeds of approximately £7.7 million through the issue of 21,898,400 new Ordinary Shares at a price of 35 pence per share with new and existing investors.

· Following a bookbuild exercise conducted by Chardan, acting as US placement agent, the Company has entered into Subscription Agreements with various investors.

· The Placing is being conducted by N+1 Singer and Bryan Garnier, acting as Joint Brokers, and firm indications of support of an oversubscribed Placing have already been received through a market sounding exercise undertaken by the Joint Brokers. Placing participations are now being confirmed against the terms and conditions set out in the Appendix.

· The net proceeds of the Fundraising, together with its existing cash resources, are expected to enable the Company to continue to fund its operations to at least four key clinical study datapoints (as detailed below) expected in H2 2020 and Q1 2021.

· Certain of the Directors of the Company have indicated their intention to participate in the Fundraising by subscribing for, in aggregate, approximately £510,500 for, in aggregate, 1,458,570 new Ordinary Shares.

· The Issue Price represents a discount of 14.6 per cent to the closing mid-market price of the Company's existing Ordinary Shares on 10 July 2020, being the last business day prior to this Announcement.

· A further announcement will be made on the closing of the Fundraising, which is expected to be later today.

· Completion of the Fundraising is conditional, inter alia, upon Admission which is expected to occur on or around 15 July 2020, such date to be confirmed in the announcement of the closing of the Fundraising.

Duncan Peyton, Chief Executive Officer of 4D pharma plc, commented:

"In 2020, 4D pharma has announced multiple key developments which reinforce the Company's approach to the development of single strain Live Biotherapeutics. These have included the delivery of what we believe to be the first ever clinical signals of efficacy in the treatment of cancer using LBPs, as well as securing expedited approval to conduct a clinical trial in COVID-19.

In this period of economic uncertainty, 4D is pleased to announce this injection of capital into the Company which is indicative of the continuing strong support of existing and new investors. This funding will enable us to ensure that we have the best opportunity to build upon the exciting developments announced to date this year, deliver data from our clinical studies of multiple candidates throughout 2020 and into early 2021, and explore further potential partnerships, all of which the Company expects will provide value inflection points to support the Company in implementing longer term strategic financing plans."

Further details of the Fundraising and participation by the Directors will be set out in an announcement to be made on the closing of the Fundraising.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing, and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

 

Expected Timetable of Events

Announcement of the Fundraising

13 July 2020

Announcement of the result of the Placing

13 July 2020

Admission and commencement of dealings in the Fundraising Shares on AIM

 

8.00 a.m. on 15 July 2020

Dispatch of definitive share certificates for the Fundraising Shares in certificated form

within 5 Business Days of Admission

(1) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a Regulatory Information Service.

(2) All of the above times, and other time references in this Announcement, refer to UK time.

 

For further information please contact:

4D pharma plc

+ 44 (0)113 895 0130

 

Duncan Peyton, Chief Executive Officer

ir@4dpharmaplc.com

 

 

N+1 Singer - Nominated Adviser, Joint Bookrunner and Joint Broker

+44 (0) 20 7496 3000

Aubrey Powell / Justin McKeegan / Iqra Amin (Corporate Finance)

Tom Salvesen (Corporate Broking)

 

Bryan Garnier & Co. Limited - Joint Bookrunner and Joint Broker

+44 (0)20 7332 2500

Dominic Wilson / Phil Walker

 

Chardan - US Placement Agent

David Lederman (Equity Capital Markets)

+1 646 465-9011

 

 

About 4D pharma plc

Founded in February 2014, 4D pharma plc is a world leader in the development of Live Biotherapeutic products ("LBPs"), a disruptive class of drug, defined by the FDA as biological products that contain a live organism, such as a bacterium, that is applicable to the prevention, treatment or cure of a disease. 4D has developed a proprietary platform, MicroRx®, that rationally identifies Live Biotherapeutics based on a deep understanding of function and mechanism.

4D's LBPs are orally delivered single strains of bacteria originally isolated from the gut microbiome of healthy human donors. The Company currently has six clinical studies in progress, namely, a Phase I/II study of MRx0518 in combination with KEYTRUDA® (pembrolizumab) in solid tumours, two Phase I clinical biomarker studies of MRx0518 as a neoadjuvant monotherapy and in combination with radiotherapy, a Phase I/II study of MRx-4DP0004 in asthma, a Phase II study of MRx-4DP0004 for COVID-19 and a Phase II study of Blautix® in irritable bowel syndrome (IBS). Pre-clinical-stage programmes include novel candidates for oncology, diseases of the central nervous system such as Parkinson's disease, and autoimmune diseases. In addition, the Company has a research collaboration with MSD, the tradename of Merck & Co., Inc., Kenilworth, NJ, USA, to discover and develop LBPs for vaccines.

For more information, refer to https://www.4dpharmaplc.com.

N+1 Singer is acting as Nominated Adviser, Joint Bookrunner and Joint Broker and as agent of the Company for the Placing. N+1 Singer is authorised and regulated by the FCA in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Bryan Garnier & Co, Limited is acting as Joint Bookrunner and Joint Broker and as agent of the Company for the Placing. Bryan Garnier is authorised and regulated by the FCA in the United Kingdom. Bryan Garnier is acting exclusively for the Company and no one else in connection with the Placing and Bryan Garnier will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Chardan is acting as the US Placement Agent of the Company for the Subscription. Chardan is acting exclusively for the Company and no one else in connection with the Subscription and Chardan will not be responsible to anyone (including any Subscribers) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Subscription or any other matters referred to in this Announcement.

Notice to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities 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; Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Singer and Bryan Garnier 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.

Basis on which information is presented

In this Announcement, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom and references to "$" are to the lawful currency of the United States. All times referred to in this Announcement are, unless otherwise stated, references to London time.

Forward-looking statements

THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE COMPANY'S BUSINESS, FINANCIAL POSITION, BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS INCLUDING PROSPECTIVE DEVELOPMENT, COMMERCIALISATION AND FINANCING ACTIVITIES, 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 THE COMPANY OR THE COMPANY'S BUSINESS 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 COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY AND THE COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. 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. 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.

Overseas Shareholders

THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, SALE OR SUBSCRIPTION WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

THE NEW ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE SUBSCRIPTION OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

FURTHER INFORMATION

1. INTRODUCTION

 

The Company proposes to raise approximately £7.7 million (before expenses) by way of the Placing and the Subscription. The Issue Price represents a discount of approximately 14.6 per cent. to the closing mid-market price of 41.0 pence per Ordinary Share on 10 July 2020 (being the last practicable date prior to the release of this Announcement). The Fundraising Shares will be issued by the Company using the authorities conferred by shareholders at the Company's recent Annual General Meeting.

Application will be made to the London Stock Exchange for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. In accordance with the conditions of the Placing and the Subscription, subject to the terms of the Placing Agreement, it is expected that admission to trading on AIM and dealings in the Placing Shares and Subscription Shares will commence on or around 15 July 2020.

This Announcement explains the background to and reasons for the Fundraising and why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole.

2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING

4D's approach to Live Biotherapeutic Products ("LBPs") is driven by a desire to ensure that its programmes have a real possibility of delivering safe and effective therapies, and providing solutions to major global healthcare issues such as cancer, COVID-19 and asthma, as well as exploring novel approaches to neurodegeneration, which is becoming an ever-increasing burden as the global population continues to age.

The Directors believe that recent announcements by the Company are supportive of, and continue to validate, its single strain approach to novel Live Biotherapeutics, having generated first-in-class proof of concept clinical data demonstrating their utility in the oncology setting. In addition, and in response to the COVID-19 pandemic, the Company is one of the few companies to have received expedited approval of a novel therapeutic to treat COVID-19.

Highlights of some of the advances made by the Company in recent months are set out below, with further details included in section 4 ("Recent Progress and Prospects"):

· in oncology, the trial of MRx0518 in combination with immune checkpoint inhibitor ("ICI") Keytruda® (pembrolizumab) addresses a highly refractory population with high unmet medical need and no standard treatment options available. To date the trial has:

· generated first-in-class proof of concept data in metastatic renal cell carcinoma;

· shown a demonstrable and durable signal of efficacy in a hard to treat patient group who would not be expected to respond;

· shown signals of efficacy in metastatic non-small cell lung cancer ("NSCLC"), in particular in a patient with Epidermal Growth Factor Receptor ("EGFR") mutation, a tumour type group identified in the literature as being poorly responsive to ICIs; and

· demonstrated the excellent safety profile of MRx0518 with no drug-related serious adverse events, or drug-related withdrawals.

Preliminary data is expected in Q4 2020.

 

In addition, a positive interim analysis confirming non-futility of the Phase II study of the Blautix® candidate for irritable bowel syndrome (IBS) was announced in April. Enrolment for the study is now complete and the Company expects to announce top line results from all study subjects in H2 2020.

As 4D continues to progress its position as a leader in this novel live biotherapeutics space, the Company intends to use the net proceeds of the Fundraise to build on world first, proof of concept data for an LBP in oncology to:

· accelerate clinical development of MRx0518 through the opening of an additional four US sites to increase the rate of recruitment in the ongoing combination study with immune checkpoint inhibitor Keytruda®;

· explore expedited regulatory pathways for MRx0518 in refractory oncology patients;

· investigate efficacy of MRx0518 in additional cancer patient groups;

· complete a Phase II trial of MRx-4DP0004 for COVID-19, continue the Phase I/II study of the same LBP in poorly controlled asthma, in combination with other long term maintenance therapy, and explore options for its use in other diseases associated with hyperinflammation; and

· advance candidate MRx0029 towards a first-in-man clinical study in neurodegenerative disease (such as Parkinson's).

The Company intends to use the net proceeds of the Fundraising to progress ongoing trials and studies with a view to announcing key data readouts (detailed below in section 3 ("Use of Proceeds")). If the resulting data is positive, the Company believes that this data will provide further material validation for its approach to developing LBPs and also serve as potential value accretive events for Shareholders. The Directors also expect that such positive data, if generated, will provide a stronger platform for attracting new investors and raising additional capital.

With the progress reported to date, and with the additional capital to allow the Company to deliver additional data points, the Directors believe further interest from partners will be generated both in the therapeutic assets themselves and in the proprietary platform MicroRx®. To date, the Company's progress has been rewarded with clinical collaborations in the field of oncology and a research collaboration and option to license agreement in the field of vaccines with MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA).

In addition to seeking additional partnerships, as the Company continues to build on its position as a leader in the field of LBPs, the Board is evaluating longer term strategies for access to additional capital, including investigating options for a US listing, building on recent investor support from the US.

Although all of the above timelines and milestones are based on the Directors' reasonable assessment of circumstances as they currently exist, it should be noted that factors not fully in evidence at this time could affect their assessment, including but not limited to the effects of the COVID-19 pandemic on clinical trial timelines.

Impact of COVID-19

Although COVID-19 has allowed the Company to expand the potential uses of its LBPs to this disease area, it has also impacted the pace of recruitment of some ongoing studies. The Directors have accordingly taken certain steps to preserve the Company's cash position, including:

· pausing recruitment in asthma and pancreatic cancer studies due to clinical sites being closed to new patients as a result of the COVID-19 pandemic;

· slowing the progress of some clinical programmes, including sample analysis work on IBS; and

· furloughing or reducing non-essential staff.

These mitigating actions taken by the Board have extended the working capital position of the Company through to late 2020.

The Company is monitoring the impact of COVID-19 closely and will continue to provide updates to Shareholders as the situation evolves.

3. USE OF PROCEEDS

 

The net proceeds of the Fundraising, together with existing cash resources, are anticipated to provide the Company with sufficient working capital through to February 2021. During the period to this time, the Company expects to announce the following key data readouts:

· Blautix® Phase II IBS top line results from all study subjects (approximately 370 patients) in Q3 2020;

· MRx-4DP0004 Phase II COVID-19 trial top line results in Q4 2020;

· comprehensive clinical benefit data for all patients in Part A of MRx0518 Phase I/II open-label combination study with Keytruda®, expected in Q4 2020; and

· preliminary results from MRx0518 Phase I clinical biomarker study as a neoadjuvant monotherapy in patients undergoing surgical resection of solid tumours in H2 2020.

In addition, initial data from Part B of the MRx0518 Phase I/II open-label combination study with Keytruda®, will be announced as appropriate during the period to February 2021.

COVID-19 continues to pose delays to patient recruitment and therefore the timelines of the above readouts are subject to change; in the event of such changes the Company will update the market accordingly.

Further to these readouts, the net proceeds of the Fundraising will also be used to strengthen the Company's balance sheet to enable it to explore longer-term strategies including those relating to funding (including the investigation of options for a US listing), out-licensing and potential partnering in relation to pipeline products or platform opportunities, as well as for general working capital purposes.

4. RECENT PROGRESS AND PROSPECTS

Over the past several years the Company has generated pre-clinical and clinical data to support the development of safe and efficacious novel therapeutics. The Company is now recognised as a leader in the rapidly maturing field of microbiome-derived therapeutics. The coupling of its ground-breaking research with its development, manufacturing, clinical and regulatory capabilities position the Company as an early adopter and pioneer in the use of LBPs to treat diseases such as oncology, respiratory diseases and neurodegeneration.

The Directors believe that the Company's recent vaccines research collaboration and option to license agreement with MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA) which, in addition to the $5 million invested in the Company by MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA) as part of the February Fundraise, includes an upfront cash payment and, if exercised, the possibility of up to $347.5 million in option exercise and development and regulatory milestone payments for each of up to three indications (potentially totaling over $1.04 billion), and tiered royalties on annual net sales of any licensed products derived from the collaboration, is a validation of the strength of the Company's research and development capabilities.

The Company's LBPs are originally isolated from the healthy human gut and, as a result of the expected inherently favourable safety profiles of its LBPs, regulators have allowed the Company to conduct first-in-man studies in individuals suffering from the diseases of interest, as opposed to healthy volunteers.

The Company has completed or is undertaking Phase I, Phase I/II and Phase II clinical trials, which to date have shown its LBPs to be safe and well tolerated in patients with a range of diseases. This has resulted in the Company being able to generate clinically meaningful data earlier in clinical development, in addition to demonstration of safety and tolerability, thereby building insight and confidence which has helped to take its programmes forward into later stage clinical studies. Such insight also enables the design of later-stage studies to be better informed than that of many other types of pharmaceuticals, whose initial Phase I testing takes place predominantly only in healthy subjects. As a result, the pace of development of the Company's LBPs has the potential to be faster than traditional drug modalities such as small molecules or biologics.

Exploiting this accelerated development pathway, the Company has been able to assess the impact of its LBP candidates on patients' disease symptoms and generate meaningful signals of clinical efficacy in oncology and IBS, and enabled the rapid launch of a Phase II clinical trial in COVID-19 in response to the ongoing global health crisis. The Company is now at a stage where its lead programmes are in mid-stage clinical development, with a number of important readouts from these studies anticipated later in 2020, as summarised above.

Since the February Fundraise, and in line with the timeframe set out in the associated announcement, the Company has reported:

· positive safety and preliminary clinical activity results from the MRx0518 Phase I/II combination study with Keytruda® from Part A in 12 patients and progression into Part B, along with further interim data described below;

· positive interim analysis of the Blautix® Phase II study; and

· receipt of expedited regulatory approval of a Phase II trial in COVID-19 patients.

Oncology

The trial of MRx0518 in combination with the immune checkpoint inhibitor ("ICI") Keytruda® addresses a highly refractory population with high unmet medical need and no standard treatment options available. Given the stage of the disease, the number of previous lines of therapy and confirmed resistance of the tumor to ICI therapy and other established treatments, it is expected that the response rate in this patient population would be low, circa 10 per cent or less.

Through the Company's clinical trial collaboration and drug supply agreement with MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA), it is investigating the use of MRx0518 in combination with Keytruda® at the University of Texas MD Anderson Cancer Center, Houston, Texas. 

The trial is focused on patients who initially derived clinical benefit (clinical response or stable disease) from prior anti-PD-1 or anti-PD-L1 immune checkpoint therapy, but have subsequently developed secondary resistance and progressive disease. Given the material health challenges such hard-to-treat patients face, the data generated so far is highly encouraging and represents the first proof of concept data demonstrating the ability of a Live Biotherapeutic to impact responses to cancer treatment. The Directors believe that the positive safety and initial clinical efficacy readouts from the first 12 patients recruited in the study, with updates on preliminary signals of clinical efficacy given on 17 March 2020, 11 May 2020 and 5 June 2020, show further validation and may provide support for an accelerated development pathway for MRx0518.

Of the 12 patients comprising Part A of the study, five patients' tumours showed partial response or stable disease on treatment with MRx0518 and Keytruda®. These include three patients achieving partial responses with radiological scans giving evidence of tumour shrinkage of greater than 30% from baseline. The patients remain on study after over 14 months, 12 months and 3 months, respectively.

Further, as of 10 July 2020, one patient has stable disease for over 11 months, and one patient has stable disease and remains on study for over 4 months. This means that, of the 12 patients in Part A of the study, at the date of this Announcement, the combination of MRx0518 and Keytruda® has currently achieved clinical benefit (defined as a complete response or partial response or stable disease for six months or longer) in four patients (33 per cent), with a further patient who is still on study with stable disease but has not yet reached six months on study. Should this patient's stable disease be maintained for six months or longer or convert to a clinical response, the clinical benefit rate would be 42 per cent. The Company and MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA), the study collaborators, pre-defined the clinical benefit threshold for success to support further investigation as 10 per cent , reflecting the challenges of achieving a clinical response in hard to treat cancers in patients with advanced disease.

Of these 12 patients, seven patients were evaluated at the first scheduled restaging scan at nine weeks, and five were withdrawn prior to the first scheduled restaging scan due to serious adverse effects related to disease progression. Of these five patients, three had disease progression confirmed radiologically and two patients were withdrawn from the study as a result of disease-related adverse events and were not assessed radiologically. The early withdrawals ahead of the first scheduled restaging scan are a reflection of the challenges of treating patients with advanced metastatic, progressive cancer and the unmet needs of these patients.

To the best of its knowledge, the Company has, through this data, delivered the first ever clinical signals of efficacy in the treatment of cancer using LBPs.

The patients enrolled on this study are heavily pre-treated and have no available therapeutic options known to provide clinical benefit, being refractory to treatment with PD-1 / PD-L1 ICIs. The two patients achieving partial response have had three and seven prior lines of therapy, respectively, and both had previously shown a response no better than stable disease to prior PD-1 checkpoint inhibitor treatment, before developing secondary resistance and progressive disease.

One is a patient with non-small cell lung cancer with an EGFR mutation, a patient population acknowledged as having lower response rates to immune checkpoint therapies.

To date, the ongoing trial of MRx0518 as a combination treatment with Keytruda® has:

· generated first-in-class proof of concept data in metastatic renal cell carcinoma;

· shown a demonstrable and durable signal of efficacy in a hard to treat patient group who would not be expected to respond;

· shown signals of efficacy in metastatic non-small cell lung cancer, in particular in a patient with EGFR mutation, a tumour type identified in the literature as being poorly responsive to ICIs; and

· demonstrated the excellent safety profile of MRx0518 with no drug-related serious adverse events, or drug-related withdrawals.

As reported in May 2020 and July 2020, respectively, Part A of the MRx0518 study has been successfully completed and Part B has been initiated. Following the recent proof of concept data, the Company is seeking to rapidly build upon this evidence by opening four additional sites in the US to support accelerated patient recruitment for Part B of the trial. Part B is assessing clinical benefit in addition to safety and tolerability, and will enrol up to an additional 30 patients per tumour type cohort.

While additional data will be required in any event, further confirmation of the preliminary signals of activity and favorable safety profile could support a strategy for an accelerated regulatory approval in due course.

Building on and supporting the signals of clinical efficacy in combination with Keytruda®, the Directors expect initial biomarker data from the MRx0518 Phase I monotherapy neoadjuvant study later in 2020. This initial data may provide further evidence relating to how MRX0518 impacts tumour immunology, which may help inform the future clinical development strategy for MRx0518.

In addition, the Company will continue to use the MicroRx® platform to discover second generation oncology candidates exhibiting different mechanisms of action which may be applicable to different tumour types, patient sub-populations or combination therapies, exemplified by MRx1299 which has been shown to exhibit histone deacetylase (HDAC) inhibitory activity. Thus, in addition to the demonstrated signals of efficacy observed in renal cell carcinoma and non-small cell lung cancer patients, there is ample scope to expand use of the Company's oncology candidates into additional indications and lines of therapy.

Respiratory Inflammatory Disease - Asthma and COVID-19

The Company's work in respiratory inflammatory disease, such as asthma and COVID-19, is another example where the Directors believe the Company's approach has the potential to address significant unmet medical need.

Having identified MRx-4DP0004 as exhibiting an attractive mode of action for the treatment of asthma, a Phase I/II clinical study was commenced and around 20 patients were recruited, before the COVID-19 pandemic led to a pause in recruitment imposed at trial sites in the interests of patient safety. Due to the Company's detailed understanding of the immunomodulatory profile of MRx-4DP0004, supported by a comprehensive pre-clinical data package, its potential utility in treating COVID-19 (and possibly other respiratory infections) was quickly identified and the Company was able to rapidly develop a strong data package supporting a rationally designed clinical trial to evaluate this.

4D was one of the first companies to have a novel therapeutic approved by the UK MHRA for a trial in patients with COVID-19. The Company has:

· comprehensive pre-clinical evidence that MRx-4DP0004 has a relevant mechanism of action for COVID-19; and

· received expedited MHRA Clinical Trial Authorisation for, and commenced, a Phase II trial in patients with COVID-19.

Preliminary data is expected in Q4 2020.

Any positive clinical data generated in patients with COVID-19 in 2020, demonstrating clinical activity and proof-of-mechanism of MRx-4DP0004, could further support its ongoing clinical development in asthma and potentially other respiratory infectious diseases.  The Phase I/II MRx-4DP0004 asthma trial will be restarted when the Company is confident of being able to achieve strong patient recruitment.

CNS and the Gut-Brain Axis

As part of the Company's strategy to pioneer novel approaches to areas of high unmet medical need, it has sought to leverage the gut-brain axis to treat diseases of the central nervous system. 

With an aging global population, neurodegeneration is becoming an increasingly significant burden on healthcare systems. The identification of treatments, particularly those which prevent, slow or even reverse disease progression, has also proved elusive for the pharmaceutical industry through traditional therapeutic approaches. 

The Company has most recently focused its MicroRx® platform on the gut-brain axis. This work has, so far, identified two LBP candidates that have demonstrated an ability to address neuro-inflammation in vitro and neurodegeneration in pre-clinical animal models. The Company is now working to complete pre-clinical testing and is actively investigating potential designs for first-in-man clinical studies in this area of high unmet need.

Gastrointestinal and Autoimmune Diseases

In order to realise value in its gastrointestinal and autoimmune programmes, the Company intends to seek partnerships to facilitate further development of these assets. With the upcoming full data readouts from the Phase II study of Blautix® in IBS expected in Q3 2020, the Company is actively working with potential partners with whom it could enter into a licensing transaction pursuant to which the partner would lead the global development and commercialisation of Blautix®, with the Company providing support to the clinical and manufacturing functions.

 

 

Summary Outlook

As set out in section 3 ("Use of Proceeds"), the Company anticipates a number of key clinical data readouts over the coming months as well as commencing additional activities described by indication or programme above in this section 4.

The Board is encouraged by the Company's progress to date in multiple programmes, in particular the proof of concept data from the MRx0518 Phase I/II combination study with Keytruda® which not only builds towards a potential first-in-class oncology therapeutic, but also validates the Company's approach to Live Biotherapeutics more broadly. If the data from ongoing and planned studies is positive, the Company believes that this will provide further material validation for its approach to developing LBPs and also serve as potential value accretive events for Shareholders.

The Directors also expect that such positive data, if generated, will provide a stronger platform for attracting new investors and raising additional capital, as well as providing further opportunities to expand its pipeline and platform partnerships through licensing and other collaborations.

The Board considers, based on the latest available information, that the net proceeds of the Fundraising, together with its existing resources, are sufficient to provide working capital to fund the Company until February 2021.

The Fundraising will also provide the Company with further capital to develop clinical and commercial opportunities and to mitigate for potential issues caused by the COVID-19 pandemic. The Company has also begun to evaluate longer term strategic opportunities with regards to the US capital markets, although no decision has been made in this regard. Further updates will be made as appropriate.

5. THE FUNDRAISING

The Company proposes to raise approximately £7.7 million (before expenses) through the issue and allotment, conditional on Admission, of the Fundraising Shares. The Issue Price of 35 pence per share represents a discount of approximately 14.6 per cent. to the closing mid-market price of 41.0 pence per Ordinary Share on 10 July 2020 (being the last practicable date prior to the release of this Announcement). The Fundraising Shares will be issued by the Company using the authorities conferred by shareholders at the Company's recent Annual General Meeting.

The Fundraising Shares will represent approximately 16.7 per cent. of the Enlarged Share Capital (assuming 21,898,400 Fundraising Shares are issued) and will rank pari passu with the Existing Ordinary Shares. The Placing is not being underwritten. 

Placing

Pursuant to the terms of the Placing Agreement, N+1 Singer and Bryan Garnier, as agents for the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Agreement contains warranties from the Company in favour of N+1 Singer and Bryan Garnier (the "Joint Bookrunners") in relation to, inter alia, the accuracy of the information in the Placing Documents, the sufficiency of working capital to February 2021 (in lieu of the customary 12-month working capital sufficiency) and certain other matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities they may incur in respect of the Placing.

The Joint Bookrunners have the right, after having to the extent reasonably practicable in the circumstances consulted with the Company, to terminate the Placing Agreement in certain circumstances, in particular in the event of a breach of the warranties. 

The Placing Agreement is conditional, inter alia, upon (i) it not being terminated prior to Admission, (ii) it being otherwise unconditional in all respects, (iii) the Subscription Agreements not having lapsed or been terminated and having been completed in accordance with their terms, subject only to Admission, and (iv) Admission taking place no later than 8.00 a.m. on 15 July 2020 (or such later time and/or date as the Joint Bookrunners and the Company may agree, not being later than 8.00 a.m. on 30 July 2020).

The Placing Shares, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Placing is not being underwritten.

Subscription

Certain investors have entered into Subscription Agreements with the Company to subscribe for, in aggregate, 5,090,784 new Ordinary Shares, conditional on Admission, at the Issue Price, thereby raising a further £1.78 million (before expenses) based on an exchange rate of £0.7919= $1.

The Subscription Shares represent approximately 4.6 per cent. of the current issued share capital of the Company and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. 

Admission of the Fundraising Shares

Application will be made to the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM. Subject to the terms of the Placing Agreement and in accordance with the conditions of the Placing and the Subscription, it is expected that admission to trading on AIM and dealings in the Fundraising Shares will commence on or around 15 July 2020.

6. RELATED PARTY TRANSACTIONS

 

Steve Oliveira's shareholding in the Company, when aggregated with that of South Ocean Capital Management, LLC and South Ocean, LLC (entities controlled by Steve Oliveira), is approximately 10.4 per cent of the issued share capital of the Company. As such, Steve Oliveira is classified as a substantial shareholder in the Company.

South Ocean Capital Management, LLC and a further entity controlled by Steve Oliveira, Nemean Asset Management, LLC are subscribing for, in aggregate, 4,525,142 Subscription Shares, representing approximately 20.7 per cent of the Fundraising Shares. In accordance with Rule 13 of the AIM Rules for Companies, this subscription represents a related party transaction. The Directors of the Company, having consulted with N+1 Singer, the Company's Nominated Adviser, consider the participation in the Subscription by Steve Oliveira through Nemean Asset Management, LLC to be fair and reasonable insofar as shareholders are concerned.

As a demonstration of their belief in the prospects of the Company and support of its strategy, certain Directors are expected to participate in the Fundraising by subscribing for, in aggregate, approximately £510,500 for, in aggregate, 1,458,570 new Ordinary Shares.

7. RISK FACTORS

 

The Company operates within a complex regulatory environment, which is subject to change. The nature of LBP development exposes the Company to a number of additional risks and uncertainties which could affect our ability to meet our strategic goals, our business model and our operating environment.

The Company sets out its Company and market specific risk factors on a continual basis in its annual reports, which supplement the risk factors set out in its original admission document. The Company's most recently published annual report is that for the year to 31 December 2019, which is available on the Company's website: https://www.4dpharmaplc.com/en/investors/reports-presentations

Some additional risk factors in relation to the Fundraising are set out below. Although this list does not purport to be comprehensive, it represents, in the Board's view, the principal additional risks and areas of uncertainty that the Company will face following completion of the Fundraising. Shareholders should take independent advice if they wish to consider the suitability of these risks with regard to their own particular circumstances and investment criteria.

Insufficient level of working capital in the event that clinical data and future prospects of LBP candidates fail to meet management expectations

While the Directors are confident in the prospects of the expected results of the clinical trials of the Company's LBP candidates, there can be no guarantee that investors or prospective partners will take the same view on an announcement of the results of a clinical trial. In such event, and in the absence of MSD triggering one or more of its options under the research collaboration and option to license agreement or another platform deal being agreed with MSD or another partner, the Directors would need to consider rapidly alternative strategic options. Such options would include the sale of the Company's platform technology and/or programmes in the near future, or the Company entering into liquidation or administration. Furthermore, if no alternative sources of funding are available at the appropriate time, the Company will need to stop its ongoing research and development activities.

Access to further capital and dilution

Due to the nature of drug development, and despite the positive development of, and potential future milestone payments from, the collaboration agreement with MSD to develop LBPs for vaccines using the Company's platform, the Company is likely to require additional funds for operating expenses and capital expenditure requirements. Accordingly, the Company is likely to need to engage in public or private equity financings or by raising debt securities convertible into Ordinary Shares, or rights to acquire these securities to secure additional funds. Further, the rights, preferences and privileges attaching to new securities issued in future could be superior to those of the Ordinary Shares.

If the Company is unable to raise capital when needed, or on attractive terms, it may need to delay, reduce or close the Company's research and development programmes or any future commercialisation efforts.

Third-party patents could limit the Group's freedom to operate

A third-party patent could be granted that affects the Company's technology or one of its products. This could lead to us having to negotiate a licence, seeking to revoke the patent in legal proceedings, or even being unable to commercialise the future product, materially affecting future revenues.

Product development in a breakthrough technology could encounter unforeseen delays to programmes

LBPs are a novel and emerging technology; neither the Company nor anyone else has taken an LBP through development and regulatory approval to the marketplace. The Company is currently working on a number of wholly owned development programmes in our pipeline which, subject to funding and successful development, will provide the Group with self-commercialisation, co-commercialisation, out-licensing or other commercialisation opportunities. Failure to complete sufficient development activities (including but not limited to the enrollment of patients into clinical studies in accordance with planned timetables and costings) may impact on the Group's ability to bring products to market, whether with partners or independently. Such impact would affect the timings of future revenues, may require additional funding and hinder the Group's ability to deliver its strategic goals.

Failure to gain regulatory approval

The biotechnology and pharmaceutical markets are highly regulated by government authorities in the UK, the US and Europe. These regulatory requirements are a major factor in determining whether a substance can be developed into a marketable product and the amount of time and cost associated with such development. Even if the Company's products are approved, they may still face subsequent regulatory difficulties which could result in commercialisation delays negatively impacting future revenues.

COVID-19 and other pandemics

The global SARS-Cov-2 OR 'COVID-19' pandemic has caused unprecedented disruption to an increasingly inter-connected global economy. Almost every sector has been impacted, including the pharmaceutical industry. In addition to government-enforced lockdown measures disrupting the day-today activities of the Group, COVID-19 has impacted clinical trial timelines as non-essential patient visits to study sites are cancelled or postponed. The steps taken by the Company to address the pandemic are detailed in Section 2 of this Announcement.

Competition

The Company has a differentiated approach to the discovery and development of LBPs. However, a number of other companies are also developing microbiome-targeted therapeutics, some in indications overlapping with our current programmes. The Company may therefore face direct competition from other microbiome therapeutics in some markets. Indirect competition in our markets from other types of drugs may impact the approval, uptake and commercial success of our products.

Exchange Rate movements

Although the Company reports its results in Sterling, a significant proportion of its operations trade in local currency and, as such, the Group has a large exposure to the Euro and the US Dollar. Fluctuations in these currencies could therefore impact the Sterling operating costs and, as a result, adversely impact the cash flows of the Group.

Brexit

On 31 January 2020 the UK left the European Union and began its 11-month transition period. The UK's relationship with the EU following this transition period could have a significant impact on the way the Group operates, in terms of its foreign subsidiaries, overseas suppliers and potential future revenue streams. At the moment the Company cannot be certain of the impact that Brexit will have on trade tariffs, taxation, the nature of international trade (including access to trade) and the exchange rate. These factors can affect the relative costs of the Group and could have an impact on future planning.

 

 

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT NOTICE

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING BY DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH INCLUDES ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY AND THE COMPANY'S BUSINESS', FINANCIAL POSITION, BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS INCLUDING PROSPECTIVE DEVELOPMENT AND COMMERCIALISATION ACTIVITIES, 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 THE COMPANY OR THE COMPANY'S BUSINESS 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 COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY AND THE COMPANY'S BUSINESS WILL OPERATE IN THE FUTURE. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. 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. 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.

THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, SALE OR SUBSCRIPTION WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

THE NEW ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

EACH PLACEE AND SUBSCRIBER SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY SHARES.

The distribution of this Announcement, any part of it or any information contained in it, and/or the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law in certain jurisdictions. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Any person into whose possession this Announcement, any part of it or any information contained in it, comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

No representation or warranty, express or implied, is made or given by or on behalf of the Joint Bookrunners or any of their respective affiliates or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Joint Bookrunners or any of such persons' affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section of this Announcement.

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

2.1 it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and

2.2 in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

(a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; and

(b) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing, the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in the Placing Documents and any information publicly announced through a RIS by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the Form of Confirmation sent to Placees by Bryan Garnier and N+1 Singer respectively to confirm their subscription for Placing Shares.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and neither of the Joint Bookrunners, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

N+1 Singer and Bryan Garnier are acting as joint bookrunners in connection with the Placing and have today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure placees for the Placing Shares at the Issue Price.

The final number of Placing Shares at the Issue Price will be set out in an allocation schedule agreed between the Joint Bookrunners and the Company following the Bookbuild ("Allocation Schedule"). The Placing is not being underwritten by the Joint Bookrunners.

Neither the Placing nor the Subscription are being underwritten by the Joint Bookrunners.

The Placing Shares will, when issued, be credited as fully paid up and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

The Placing Agreement contains warranties from the Company in favour of the Joint Bookrunners in relation to, inter alia, the accuracy of the information in the Placing Documents, the sufficiency of working capital to February 2021 (in lieu of the customary 12-month working capital sufficiency) and certain other matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities they may incur in respect of the Placing.

The Joint Bookrunners have the right, after having to the extent reasonably practicable in the circumstances consulted with the Company, to terminate the Placing Agreement in certain circumstances, in particular in the event of a breach of the warranties.

The Placing Agreement is conditional, inter alia, upon (i) it not being terminated prior to Admission, (ii) it being otherwise unconditional in all respects, (iii) the Subscription Agreements not having lapsed or been terminated and having been completed in accordance with their terms, subject only to Admission, and (iv) Admission taking place no later than 8.00 a.m. on 15 July 2020 (or such later time and/or date as the Joint Bookrunners and the Company may agree, not being later than 8.00 a.m. on 30 July 2020).

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Placing is not being underwritten.

Application for listing and admission to trading

Application will be made to the London Stock Exchange plc for admission the Fundraising Shares to trading on AIM.

It is expected that Admission will occur at or before 8.00 a.m. on 15 July 2020 (or such later time and/or date as the Joint Bookrunners may agree with the Company but in any event not later than 8.00am on 30 July 2020) and that dealings in the Fundraising Shares will commence at that time.

Bookbuild

This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. N+1 Singer (either through itself or through any of its affiliates) is acting as joint bookrunner and joint broker to the Placing as agent for and on behalf of the Company. N+1 Singer is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of N+1 Singer or for providing advice in relation to the matters described in this Announcement.

2. Bryan Garnier (either through itself or through any of its affiliates) is acting as joint bookrunner and joint broker to the Placing as agent for and on behalf of the Company. Bryan Garnier is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Bryan Garnier or for providing advice in relation to the matters described in this Announcement.

3. The Joint Bookrunners are arranging the Placing severally, and not jointly or jointly and severally, as joint bookrunners and placing agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

4. The number of Placing Shares will be agreed by the Joint Bookrunners (in consultation with the Company) following completion of the Bookbuild. Subject to the finalisation of the Allocation Schedule, the Issue Price and the number of Placing Shares to be issued will be announced on an RIS following the completion of the Bookbuild via the Result of Placing Announcement.

5. Allocations of the Placing Shares will be determined by the Company after consultation with the Joint Bookrunners (the proposed allocations having been supplied by the Joint Bookrunners to the Company in advance of such consultation). Subject to the finalisation of the Allocation Schedule, allocations will be confirmed orally by the Joint Bookrunners and a Form of Confirmation will be despatched as soon as possible thereafter. A Bookrunner's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Joint Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.

6. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

7. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

8. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

9. To the fullest extent permissible by law, neither of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the relevant Fundraising Shares to the Placees and the Joint Bookrunners and their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing following the close of the Bookbuild.

10. The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.

11. All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):

· the Subscription Agreements not being terminated prior to Admission of the Subscription Shares and having become unconditional in all respects;

· the Placing Agreement not being terminated prior to Admission of the Placing Shares and becoming unconditional in all respects; and

· Admission of the Placing Shares having become effective on or before 8.00 a.m. on 15 July 2020 (or such later date and/or time as the Company, N+1 Singer and Bryan Garnier may agree, being no later than 30 July 2020).

The Joint Bookrunners (if they both agree) may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither of the Joint Bookrunners, nor 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 the Joint Bookrunners.

Right to terminate under the Placing Agreement

Each of the Joint Bookrunners is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

1. where there has been a breach by the Company of any of the warranties or undertakings contained in the Placing Agreement or any other provision of the Placing Agreement;

2. if any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by the Joint Bookrunners;

3. the occurrence of a material adverse change or certain force majeure events; or

4. if any matter has arisen before Admission which might reasonably be expected to give rise to an indemnity claim under the Placing Agreement.

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, each Placee agrees that (i) the exercise by either of the Joint Bookrunners of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of such Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of the allocation and commitments following the close of the Bookbuild.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BJL5BR07) following Admission will take place within the system administered by Euroclear UK & Ireland Limited, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild each Placee to be allocated Placing Shares in the Placing will be sent a Form of Confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by the relevant Bookrunner as agent for the Company and the relevant Bookrunner will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take place on 15 July 2020 on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees in respect of their confirmed allocations on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued 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. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Joint Bookrunners nor the Company shall be responsible for payment thereof.

 

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

1. it has read and understood this Announcement in its entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares, or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2. the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;

3. the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. None of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;

4. neither of the Joint Bookrunners nor any of their respective affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than the relevant Bookrunner) in connection with the Placing;

5. time is of the essence as regards its obligations under this Announcement;

6. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners;

7. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

8. no prospectus or other offering document is required under the Prospectus Directive, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares, and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

9. in connection with the Placing, the Joint Bookrunners and any of their affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Joint Bookrunners or any of their affiliates acting in such capacity;

10. each of the Joint Bookrunners and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

11. the Joint Bookrunners do not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;

12. the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

13. its participation in the Placing is on the basis that it is not and will not be a client of any of the Joint Bookrunners in connection with its participation in the Placing and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective 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 Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

14. the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither the Joint Bookrunners nor their respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

15. (a) the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

(b) it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by any of the Joint Bookrunners or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

(c) none of the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares, or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and

(d) neither of the Joint Bookrunners or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement,

provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

16. it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares, or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

17. in making any decision to subscribe for Placing Shares it:

(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;

(b) will not look to the Joint Bookrunners for all or part of any such loss it may suffer;

(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d) is able to sustain a complete loss of an investment in the Placing Shares;

(e) has no need for liquidity with respect to its investment in the Placing Shares;

(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

(g) has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

18. it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;

19. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and

(b) will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

20. it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities 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 and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

21. where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

22. it irrevocably appoints any duly authorised officer of each Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Announcement;

23. the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of Australia, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

24. the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in Australia, Canada, Japan or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

25. unless otherwise specifically agreed with the Joint Bookrunners, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;

26. it may be asked to disclose in writing or orally to the Joint Bookrunners:

(c) if he or she is an individual, his or her nationality; or

(d) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

27. it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares (i) is, and at the time the Placing Shares are subscribed for will be, located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act ("Regulation S"); (ii) is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;

28. it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in each case in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

 

29. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale, resale, transfer, delivery or distribution thereof, directly or indirectly into the United States;

 

30. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person in the United States;

 

31. if in a member state of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, it is a Qualified Investor;

 

32. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

 

33. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale;

 

34. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;

 

35. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

 

36. 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 and it acknowledges and agrees that the Placing Documents have not and will not have been approved by either Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

 

37. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR in respect of anything done in, from or otherwise involving, the United Kingdom);

 

38. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

 

39. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;

 

40. in order to ensure compliance with the Regulations, each Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the relevant Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be delayed at the relevant Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify the relevant Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

41. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

 

42. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of 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 the Joint Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;

 

43. any money held in an account with the relevant Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the relevant Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

 

44. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

 

45. none of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf 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;

 

46. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

a. used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

b. used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

c. disclosed such information to any person, prior to the information being made publicly available;

47. the rights and remedies of the Company and the Joint Bookrunners under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and

48. these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England 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 arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Joint Bookrunners 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.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. The Joint Bookrunners, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by the Joint Bookrunners, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.

Taxation

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares  in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Joint Bookrunners in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and the Joint Bookrunners are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Joint Bookrunners and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents 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.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.

 

 

 

DEFINITIONS

 

The following definitions apply in this Appendix to this Announcement, and as the context shall admit, in the Announcement:

 

Admission

admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules

AGM

the most recent annual general meeting of the Company held on 30 June 2020

AIM

AIM, a market operated by London Stock Exchange plc

AIM Rules

the AIM Rules for Companies published by the London Stock Exchange

Announcement

this Announcement, including this Appendix and the terms and conditions set out herein

Board or Directors

the directors of 4D pharma plc, being Axel Glasmacher, Duncan Peyton, Alex Stevenson, David Norwood, Ed Baracchini and Sandy Macrae

Bookbuild or Bookbuilding

the offering of Placing Shares to Placees by way of bookbuild by N+1 Singer and Bryan Garnier as agents for the Company

Bryan Garnier

Bryan, Garnier & Co. Limited, the Company's joint broker

Business Day

a day (other than a Saturday, Sunday or public holiday) when banks are usually open for business in London

certificated or in certificated form

in relation to a share or other security, a share or other security that is not in uncertificated form and not in CREST

Chardan

Chardan Capital Markets, LLC.

Company or 4D

4D pharma plc registered in England and Wales under number 08840579 whose registered office is at 9 Bond Court, Leeds LS1 2JZ

CREST

the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form (in respect of which Euroclear is the operator)

CREST Regulations

the Uncertificated Securities Regulations 2001 (SI 2001-No. 3775), as amended

EEA

European Economic Area

EGFR

Epidermal Growth Factor Receptor

Enlarged Share Capital

the issued share capital of the Company following Admission, as enlarged by the issue of the Fundraising Shares

Euroclear UK & Ireland

Euroclear UK & Ireland Limited

Existing Ordinary Shares

the 109,493,842 Ordinary Shares in issue at the date of this Announcement

FCA

the Financial Conduct Authority

February Fundraise

the subscription and placing of Ordinary Shares announced by the Company on 18 February 2020

Form of Confirmation

the form of confirmation or contract note made between Bryan Garnier or N+1 Singer (as the case may be) and the Placees which incorporate by reference the terms and conditions of the Placing contained in this Announcement

FSMA

the Financial Services and Markets Act 2000 (as amended)

Fundraising

together, the Placing and the Subscription

Fundraising Shares

the up to 21,898,400 new Ordinary Shares to be issued and allotted pursuant to the Fundraising (being the Placing Shares and the Subscription Shares)

Group

the Company and its existing subsidiaries and subsidiary undertakings

Issue Price

the price of 35 pence per new Ordinary Share

Joint Bookrunners

N+1 Singer and Bryan Garnier

Joint Brokers

N+1 Singer and Bryan Garnier

LBP

live biotherapeutic product

London Stock Exchange

London Stock Exchange plc

MAR

the EU Market Abuse Regulation (2014/596/EU)

MHRA

UK Medicines and Healthcare products Regulatory Agency

MSD

MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA)

N+1 Singer

Nplus1 Singer Capital Markets Limited, acting as the Company's joint broker and its associate, Nplus1 Singer Advisory LLP, acting as the Company's nominated adviser

Nominated Adviser

Nplus1 Singer Advisory LLP

NSCLC

non-small cell lung cancer

Ordinary Share(s)

ordinary shares of 0.25 pence each in the capital of the Company

Placees

subscribers for Placing Shares in the Placing

Placing

the conditional placing by the Joint Bookrunners, as agents of the Company, of the Placing Shares to Placees at the Issue Price

Placing Agreement

the conditional agreement dated 13 July 2020 between the Company, N+1 Singer and Bryan Garnier in connection with the Placing

Placing Documents

this Announcement and the Result of Placing Announcement, and any other announcement made through a RIS relating to the Fundraising

Placing Shares

the 16,807,616 new Ordinary Shares to be issued conditional on, inter alia, Admission in connection with the Placing, including expected participation by certain Directors

Qualified Investors

persons in member states of the EEA who are qualified investors within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended from time to time, including by Directive 2010/73/EC to the extent implemented in the relevant member state and includes any relevant implementing directive measure in any member state and, in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within Article 19(50 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (ii) are persons falling within Article 49920(a) to (d) of that Order, or (iii) are persons to whom it may lawfully be communicated

Regulation S

Regulation S under the US Securities Act

Result of Placing Announcement

the press announcement giving the results of the Placing and the Subscription

Restricted Jurisdictions

the United States, Australia, Canada, Japan, New Zealand and the Republic of South Africa

RIS

shall have the same meaning as in the AIM Rules

Shareholders

holders of Ordinary Shares

Subscribers

the subscribers for new Ordinary Shares pursuant to the Subscription Agreements

Subscription

the subscription by the Subscribers

Subscription Agreements

the agreements dated 13 July 2020 between the Company and the individual Subscribers relating to the Subscription

Subscription Shares

the 5,090,784 new Ordinary Shares to be issued in connection with the Subscription

uncertificated

a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

United States or US

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

US Securities Act

the US Securities Act of 1933, as amended

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
IOEMZGMNMFGGGZM
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