20 May 2019
Strategic Investment, Placing and Open
Offer to raise up to £6.0 million
Notice of General Meeting
Collagen Solutions plc (AIM: COS), the developer and manufacturer of biomaterials and regenerative medicines for the enhancement and extension of human life, announces a strategic investment by Rosen's Diversified Inc ("RDI") of £4.18 million (the "Subscription"). In addition to this Subscription the Company is undertaking a Placing and Open Offer. The funds raised from this new strategic partner and new and existing shareholders will total up to £6.0 million. The Subscription, Placing and Open Offer are to be conducted at a price of 5.0p per share, a premium of 23.5% to Collagen's closing price on 17 May 2019.
- The conditional Subscription, which is subject to Shareholder approval, will raise gross proceeds of £4.18m through the issue of 83,600,000 Ordinary Shares at a price of 5p per share to Rosen's Diversified Inc.
- The Placing and Open Offer, which is subject to Shareholder approval, will raise gross proceeds of up to £1.8 million
- The Placing is of 25,000,000 Ordinary Shares at the Offer Price of 5p per share
- The Open Offer is for an aggregate of up to 11,589,876 Offer Shares on the basis of one new Ordinary Share for every 28 Existing Ordinary Shares at 5p each
- The Company has received written commitment for the take up of 8,000,000 shares under the Open Offer from an existing investor
- Collagen has entered into a supply agreement with RDI's subsidiary for the supply of tissue
- The Subscription, Placing and Open Offer are to be conducted at a 23.5% premium to Collagen's closing share price on 17 May 2019
Rosen's Diversified Inc. are a multi-billion dollar, family owned business involved in food production, agrichemicals and distribution. RDI operate the 5th largest beef processing company in the US, the American Foods Group. The strategic investment in Collagen Solutions will provide accelerated access to one of their targeted growth sectors - animal tissue-related biomedical products. The Subscription with RDI is accompanied by a supply agreement with Scientific Life Solutions (a subsidiary of RDI) for the supply of tissue.
The net proceeds of the Subscription, Placing and Open Offer will go towards expansion of contract manufacturing activities, product development, commercialisation of ChondroMimetic, repayment of the existing Norgine debt and to fund working capital.
Commenting on the transaction, Jamal Rushdy, CEO of Collagen Solutions said: "We are pleased to welcome Rosen's Diversified Inc. as our strategic partner and anchor investor in this round. This funding round will support continued growth of our core business, including our supply of collagen and tissue biomaterials as well as new product development contracts activity, providing the Company a solid foundation over the next several years.
"In addition, the funding will support our launch of ChondroMimetic following review and approval of the data we previously submitted to our Notified Body. We are very appreciative of the support from our shareholders, and the continued engagement and hard work from our global employee base that has contributed to significantly strengthening our business and advancing our product development programmes."
An explanatory circular (the "Circular") is today being posted to Shareholders in relation to the Subscription, Placing and Open Offer and is also available to view on the Company's website at www.collagensolutions.com
Proposed Subscription, Proposed Placing and Notice of General Meeting to be held on 5 June 2019
Form of Proxy for General Meeting to be held on 5 June 2019
|Collagen Solutions Plc||Via Walbrook|
|Jamal Rushdy, CEO|
|Hilary Spence, CFO|
|Cenkos Securities Plc (Nominated Adviser and Broker)||Tel: 0207 397 8900|
|Giles Balleny (Corporate Finance)|
|Walbrook PR Ltd||Tel: 020 7933 8780 or firstname.lastname@example.org|
|Anna Dunphy||Mob: 07876 741 001|
|Helen Cresswell||Mob: 07841 917 679|
This Announcement should be read in its entirety. In particular you should read and understand the information provided in the "Important Notices" section.
The following is extracted from the Circular:
The Company has today announced a strategic investment by Rosen's Diversified, Inc. by way of a conditional Subscription, to raise £4.18 million (before expenses) by the issue of 83,600,000 new Ordinary Shares at the Issue Price of 5 pence per Ordinary Share as well as a conditional Placing to raise approximately £1.25 million (before expenses) by the issue of 25,000,000 new Ordinary Shares at the Issue Price.
In addition, in order to provide Shareholders with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders the opportunity to subscribe at the Issue Price for an aggregate of 11,589,876 Offer Shares, to raise up to approximately £579,493, on the basis of 1 New Ordinary Share for every 28 Existing Ordinary Shares held on the Record Date, at the Issue Price, payable in full on acceptance.
Rosen's Diversified is a multi-billion dollar, family owned business with interests including food production, agrichemicals, and distribution. One of its group companies is Scientific Life Solutions, a supplier of critical components in the bio research and biomedical products.
As part of the Transaction, the Group has, conditional on Admission, entered into a supply agreement with Scientific Life Solutions. The Company believes that the proposed strategic collaboration with Rosen's Diversified and Scientific Life Solutions will provide it with a substantial shareholder with a strategic interest in the market for animal tissue-related biomedical products and which can provide broader access to U.S. sourced tissues. Following Admission, Rosen's Diversified will have the right to appoint a director to the board (as more fully described in paragraph 5 below under the sub-heading "Subscription Agreement").
The Transaction is conditional (amongst other things) upon:
(i) Shareholders approving the Resolutions at the General Meeting that will (amongst other things) grant to the Directors the authority to allot the New Ordinary Shares, and the power to disapply pre emption rights in respect of such shares, and
The Resolutions are contained in the Notice of General Meeting at the end of this document. Admission is expected to occur no later than 8.00 a.m. on 6 June 2019 (or such later time and/or date as Cenkos and the Company may agree, being no later than 8.00 a.m. on 28 June 2019). Neither the Subscription, the Placing nor the Open Offer are underwritten.
The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares whilst providing the Company with the potential for additional capital to invest in the business of the Group. The Issue Price is at a premium of 23.5 per cent. to the closing market price of 4.05 pence per Existing Ordinary Share on 17 May 2019 (being the last practicable date before publication of this document).
An existing shareholder has directly committed to the purchase under the Open Offer of up to 8,000,000 New Ordinary Shares at the Issue Price, the exact number depending on there being Excess Shares available to satisfy the commitment in excess of that shareholder's pro-rata entitlement under the Open Offer, conditional only upon Admission.
The purpose of this document is to explain the background to and reasons for the Transaction, the use of proceeds, the details of the Transaction and to recommend that you vote in favour of the Resolutions.
2. Background to Collagen Solutions and reasons for the Transaction
Background to Collagen Solutions
Collagen Solutions plc is a global supplier, manufacturer and developer of biomaterials and medical device components based on natural biomaterials. Its principal raw materials are bovine (cow) collagen and tissues sourced from negligible TSE risk countries as well as porcine (pig) derived tissue. These materials are used in a wide variety of currently marketed and in-development advanced medical products in multiple specialties including orthopaedic soft tissue, bone and cartilage repair; cardiovascular heart valves and haemostats; dental bone void fillers and membranes; wound management products and healing scaffolds; and in other applications including regenerative medicine.
Collagen Solutions' current products range from simple formulations of medical grade biopolymers to complex medical devices, which combine different collagen materials to fabricate devices which will ultimately be absorbed by the body during the healing and/or regenerative process.
Critical component raw material supply:
This involves the production and sales of collagen and tissues from bovine (cow) and porcine (pig) sources that are sold to its customers to produce finished medical devices. This side of the business accounted for approximately 61 per cent. of revenues in FY 2019 with its top 10 customers under contract. On the supply side, the Company has increased its focus on tissue which now represents a third of revenues in this division, with collagen representing two thirds.
Development and contract manufacturing:
This involves the design and development of medical device products for customers using the Group's materials and know-how with an expected transition to manufacturing once approval is received.
- Development services - the Group's core collagen expertise allows the Group to design end-market products such as bone grafts and wound healing matrices for its customers using the Company's materials and know-how. Development agreements are typically milestone based with revenues coming in over the life cycle of the development and regulatory approval process, which typically can range from 18 to 24 months; and
- Contract manufacturing - once these development products gain regulatory approval and are launched by its customers the Directors are optimistic that the Group will be contracted to manufacture the relevant product for its customers. While currently a small part of the business, given the number of customers which are in the pre-launch phase and the relatively higher revenue from manufacturing compared to the development phase, the Directors believe that contract manufacturing of existing and future development products has the potential to contribute significantly in the coming years. Manufacturing is currently undertaken at the Company's facility in Glasgow and, with some additional investment, this facility would be able to support the near-term manufacturing requirements of the business.
In both parts of the core business, the Company's manufactured collagen materials are intrinsically linked to the products under development. Once a product has begun clinical development overseen by regulatory authorities, it is costly and time consuming for the customer to change supplier or manufacturer. The Company believes that if it continues to provide its customers with the requisite levels of service and quality, then combined with high customer switching costs, it should be able to maintain a sustainable revenue stream from its core business. Establishing relations early in a customer's product development programme is therefore key to securing repeating revenue streams.
Customers range in size from academic institutions and start-up firms to larger blue-chip companies.
Proprietary product development:
The Company is also seeking to develop and commercialise its own line of products based on its core biomaterials know-how and in-licensed intellectual property. The first of such proprietary products is ChondroMimetic, a Collagen-based implant for the treatment of early-stage arthritis of the knee. The Company has applied for CE marking of ChondroMimetic from its Notified Body and is currently awaiting feedback. If approved, the CE mark will enable the Company to launch ChondroMimetic in select countries in Europe, as well as support applications for approval in certain Asian countries, in which it has already established distribution channels. In addition, it is developing collagen-based products to encourage wound healing and regenerate bone which it would look to further develop in collaboration with a third party partner.
Background to Rosen's Diversified
Rosen's Diversified is a multi-billion dollar privately-owned family run business with interests including food production, agrichemicals, and distribution. In particular, it is the holding company of American Food Group, the 5th largest beef processing company in the U.S. which processes and ships over 5 million pounds of beef every day.
Rosen's Diversified has sought to expand its expertise into adjacent markets connected with agriculture and beef processing and has identified animal tissue-related biomedical products as a key strategic growth segment. For this reason, Rosen's Diversified established the Scientific Life Solutions business to invest in the sector. Scientific Life Solutions is a leader and premium supplier of critical components to the bioresearch and biomedical fields. It specialises in raising, processing and selling premium swine and related products for biomedical research, pharmaceutical and medical device industries and has access to multiple U.S. abattoirs for both porcine and bovine tissue.
As part of Rosen's Diversified's investment in the Company, Scientific Life Solutions has entered, conditional on Admission, into a strategic supply agreement with the Group.
History of the Group
Healthcare Investment Opportunities plc, a vehicle established to make acquisitions in the sector was formed in March 2013 and changed its name to Collagen Solutions plc in December 2013. The Company made a number of acquisitions which brought access to safe and certified raw materials; the scientific knowledge to convert these raw materials into functional formulations; and the expertise and equipment to undertake the clean room manufacturing to make medical grade materials required by regulatory agencies. The Directors believe that these businesses, now integrated, provide a strong strategic fit and the ability to furnish medical device manufacturers with a specialist end-to-end development solution as well as proprietary products with high potential.
Market and macro drivers
The market on which the Group focuses is processed collagen and tissue to provide natural biomaterials for medical devices. The Company's emphasis is on cardiovascular, orthopaedics, dental, neurology and wound healing applications.
The Company's addressable market is a sub-set of the global biomaterials market as it sells its products (either as raw material or finished devices) and development services to intermediary customers who in turn sell to end-users, focussing on tissue and collagen. The tissue engineered collagen biomaterials market (at end user prices) was worth $2.2 billion in 2016 and is expected to grow at 10.4 per cent. CAGR between 2017 and 2025 to $5.4 billion (source: Transparency Market Research 2017). The Directors believe that the tissue market currently addressed by the Company, being various bovine and porcine tissues, provides additional potential upside to its addressable market. The Directors believe that by seeking to move up the value chain, from supply of raw materials to development of higher added-value collagen formulations and customers' medical devices, to contract manufacturing services and ultimately to the development of proprietary products, a larger addressable market can potentially be targeted.
Global population demographics are in part driving demand. According to a recent U.S. Census Bureau report, by 2030, approximately one billion people will be older than 65, and this group is growing at five times the rate of the rest of the world's population. It is believed that this aging population also has expectations for improved quality of life, while also seeing a rising incidence of chronic diseases.
To address the needs of this aging population, there has been significant innovation in biologic materials and therapies, which is another driver of the biomaterials market. Some of these innovations include novel treatments to regenerate cartilage for arthritis, synthetic bone grafting to improve spine surgery, advanced wound treatments for diabetic patients, minimally invasive heart valves, and restorative dental procedures.
The Company's growth strategy to date has been to accelerate its core business by seeking to:
(i) move up the value chain from the supply of critical raw materials towards product development and contract manufacturing,
(ii) expand its offering of tissue products, and
(iii) expand globally with a B2B sales channel to serve North America, Europe, and Asia.
In addition, the Directors have identified certain key drivers of growth which they believe will provide the basis of growth to the Company over the coming years. These drivers include:
Organic growth of core business through embedded value of current contracts
The Directors believe that the Company is poised for accelerated growth in its core business (both from the supply and the development sides of the business) as a number of its customers begin approaching a potential launch of their product in the next few years. If these products are successfully developed, obtain the requisite regulatory approvals and are launched, the Directors believe that the Group is well-positioned to transition these development projects to contract manufacturing revenue or commercial levels of supply. As such, the Directors believe that these contracted customers represent an attractive embedded growth driver as revenues from these contracts as they move to a supply phase are expected to be larger than in the development phase and also repeatable as they are required to fulfil commercial sales.
ChondroMimetic has potential to add significant revenue
The Directors believe that ChondroMimetic represents a near-term opportunity to establish and realise revenue from the Company's first wholly-owned medical device. ChondroMimetic is a collagen-based implant for the treatment of small osteochondral (cartilage and underlying bone) defects and has previously received CE-mark certification under its previous licensors for the treatment of small chondral and subchondral lesions, with approximately 1,000 units previously supplied into European markets.
ChondroMimetic benefits from being a single surgery that is expected to cost approximately 10 per cent. of the cost of well-known two-surgery cell-based technologies, and the Directors believe that it therefore has potential in the treatment of arthritis as an alternative to microfracture, the current standard of care.
It is also intended to address the cause of the lesion in both the chondral and the underlying osseous (bony) tissue. The cost to the healthcare system of an aging, but more active population means that the ability to effectively repair joints, rather than replacing them, could deliver substantial savings and, in the view of the Directors, represents a clear commercial opportunity for Collagen Solutions.
In 2018, the Company announced the successful results from an eight-year extension clinical study of 15 patients as a follow-up to an earlier six-month study completed by the prior licensors of the ChondroMimetic technology. The new eight-year data included:
(i) quantitative 3D MRI analysis in the long-term study which concluded that cartilage regeneration in the treated defects had reached a level and structural quality nearly identical to native cartilage;
(ii) improvements in patient clinical symptoms, including pain, function and activity level after treatment sustained over the eight-year period; and
(iii) validated functional outcome measures showing results following the ChondroMimetic procedure were equal to or better than scores reported in the literature for substantially more expensive two-stage cartilage repair technologies.
(iv) As the previous CE Mark related to the prior licensors of the product, the Company has made a submission for a CE Mark for ChondroMimetic® and is currently awaiting further feedback from the Notified Body reviewing the submission. There can, of course, be no assurance that CE Mark certification will be granted.
The Company has also been developing a bone graft substitute and a wound treatment for chronic non-healing wounds. Both products are the subject of in vitro pre-clinical testing currently in process and the Company is in early stage discussions with potential commercial partners regarding private label distribution for one of these products. These projects have been progressing positively but the Company plans to further advance the bone graft and wound products only via a commercial partnership.
3. Recent progress, current trading and outlook
Collagen Solutions has made significant progress towards its strategic goals over the past two years. The Group has demonstrated success in moving up the value chain by addressing increasing demand for its expertise, adding several new customers who have partnered with Collagen Solutions to develop products. The Company's mix of revenue from product development services has increased steadily from approximately 6 per cent. in FY 2017 to approximately 26 per cent. in FY 2018 and approximately 39 per cent. in FY 2019. The Directors believe that this increasing development mix is a positive leading indicator of moving up the value chain towards contract manufacturing. As these projects go through the development cycle towards regulatory approval and launch, the Directors consider that the Group is well-positioned to transition these development revenues to higher-value contract manufacturing business.
The Company's tissue business has broadened to include new tissue types and species, which the Directors believe has expanded its market opportunity. In March 2018, the Company took the strategic decision to re-focus its New Zealand operations on growing the tissue business and relocating the New Zealand collagen manufacturing operations to the Company's main manufacturing facility in Scotland. This enabled the New Zealand team to focus on its core competency of managing tissue procurement and related quality systems, while also seeking to expand the Group's market opportunity by diversifying the Company's tissue offering into new products and species. In addition to bovine pericardium and tendon, the tissue business now sells multiple tissues such as dermis, bone, nerves, and blood vessels and has also begun to source from porcine and USA-based tissue suppliers.
One such U.S. porcine tissue supplier relationship is with Scientific Life Solutions, a wholly-owned subsidiary of Rosen's Diversified., a multi-billion-dollar U.S. private family-owned conglomerate. The investment in Collagen Solutions by Rosen's Diversified arose during the development of a strategic supplier partnership with Scientific Life Solutions.
In addition to development services and tissue supply, Collagen Solutions has progressed its core supply business, despite the loss of one customer in South Korea whose supply agreement expired. The Company's investment in its business-to-business (B2B) sales channel has helped recent growth in these areas. The commercial team is led out of its Minneapolis office with sales professionals and/or channel partners based in the USA, UK, South Korea, and China. The Company's rate of gaining new customer agreements has been increasing in recent years, with 9 new customer agreements in FY 2017, 16 in FY 2018, and 16 in FY 2019.
Improved geographic penetration has been seen mostly in North America, with regional sales in H1 FY 2019 having grown by 86 per cent. compared to the previous year, and the region now comprising 75 per cent. of the Company's overall revenue as of H1 FY 2019. EMEA sales have decreased by approximately 2 per cent. in H1 FY 2019 and this market represented approximately 16 per cent. of overall revenue for that financial period. While Asian sales mix has decreased to 9 per cent. of revenue, this was substantially due to the loss of the South Korean customer referred to above. The Directors believe there is potential for acceleration in the region based on new opportunities and customers in China, where the Company announced appointment of new channel partners in FY 2019 following the termination of a prior joint venture.
Financially, Collagen Solutions has taken several steps to improve its position. Firstly, it announced in March 2018 the relocation of collagen manufacturing from New Zealand to Scotland, with anticipated savings of at least £200,000 annually. In November of 2018, it announced a six-month capital repayment holiday to the timing of principal repayments on bonds issued to Norgine Ventures under the 2017 Bond Subscription Agreement. In January of 2019, the Company announced an award of a £1.54 million research and development grant from Scottish Enterprise to support the Company's future investment of up to £3.96 million across its qualifying projects in its product development pipeline. In February of 2019, it also announced the sale of its stake in Jellagen Ltd for approximately £215,000. Group cash balances at 31 March 2019 were approximately £1.7 million.
The Company is currently focused on building upon the commercial momentum from its core business and the launch of its ChondroMimetic product assuming that the product receives CE mark certification.
On 9 April 2019, the Company announced a trading update for the year ended 31 March 2019 showing strong revenue growth of 18 per cent. over prior year. Since 31 March 2019, the Company has been trading in line with management's expectations and continues to build on the progress made in FY 2019, supported by the new business gained in the second half of the last financial year and its pipeline of potential new deals.
4. Use of proceeds
The Directors believe that the Company is near profitability in respect of its core business but will require cash to fund several of its growth initiatives including the commercialisation of ChondroMimetic and to fund the repayment of the outstanding debt under the Bond Facility.
The Company is raising up to £6 million as part of the Transaction and the Company expects to deploy this cash as follows:
£3 million - Customer development, ChondroMimetic completion and product development
Development projects taken on to date have been profitable, however, a number have required some level of initial investment in research and development or equipment to meet the requirements of the customer prior to development work commencing and milestone payments becoming available. Access to larger and more complex development projects is expected to require an increase in these initial investment levels and the Directors believe that this has the potential to result in higher overall revenues.
The Company believes that the compelling additional data-set from its eight year extension clinical study on the ChondroMimetic product makes it potentially attractive to practitioners and key opinion leaders ahead of a full launch in European and Asian markets through distributors. The Group will use some of the amount being raised to fund its initial marketing to key opinion leaders and other market launch activities.
In addition to ChondroMimetic, Collagen has a pipeline of potential new products which it wishes to progress to commercialisation. The first of these additional products include a flowable collagen matrix for wound healing and a collagen-ceramic bone graft substitute for use in multiple orthopaedic indications. While the Group intends to further develop these products by entering into partnering arrangements with third parties, these will require some additional investment at that time.
£1 million - Expansion of contract manufacturing activities and capabilities
Increasingly, Collagen has been involved in the provision of development services to its customers for products based on its collagen and tissue biomaterials. The Directors believe that the Group will be well-positioned to transition to supply and manufacturing agreements for such materials, once the products have obtained the requisite regulatory approvals and are commercialised by the customers. The Company intends to utilise a portion of the proceeds of the Transaction in operational ramp-up to support potential new contract manufacturing agreements.
£2 million - Repayment of the Norgine Ventures Bond Facility and working capital
The Company currently has circa £2.5 million outstanding of its Bond Facility with Norgine Ventures with the balance under Tranche A due to be repaid on or by 30 September 2020 and the balance under Tranche B due to be repaid on or by 31 January 2021 (see section on Norgine Ventures Bond Facility in Part 3 of this document). A proportion of the funds would be used to meet those payments as they fall due. The Transaction proceeds will also provide additional working capital and general corporate facilities for the Group.
The use of proceeds figures above in this paragraph 4 are approximate (and could be subject to change) and represent the Directors' best estimate as at the date of the document.
5. The Subscription, the Placing and Open Offer
The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive subscription and placing is the most appropriate and optimal structure for the Company at this time. This, combined with the Open Offer, allows both existing Shareholders and the Strategic Investor and new institutional and other investors the opportunity to participate in the equity financing. The New Ordinary Shares when issued will rank pani passu with the Ordinary Shares and will rank in full for any dividends and distributions paid or made in respect of the Ordinary Shares.
The Issue Price for the New Ordinary Shares represents a premium of 23.5 per cent. to the closing market price of 4.05 pence on 17 May 2019, being the last practicable date prior to this document.
Application will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 6 June 2019.
Details of the Subscription
The Company proposes to raise gross proceeds of £4.18 million through the issue of the Subscription Shares to Rosen's Diversified at the Issue Price by way of the Subscription. The Subscription Shares will represent 18.8 per cent. of the Company's Enlarged Share Capital (assuming the Open Offer is fully subscribed and all the Placing Shares are issued).
On 20 May 2019, the Company and Rosen's Diversified entered into the Subscription Agreement pursuant to which Rosen's Diversified agreed to subscribe for 83,600,000 New Ordinary Shares raising £4.18 million before expenses. The Subscription Agreement is subject to a number of conditions including the approval of the Resolutions at the General Meeting and admission to AIM of the Subscription Shares becoming effective by no later than 8.00 a.m. on 6 June 2019 (or such later time and date as the Company and Rosen's Diversified may agree being no later than 8.00 a.m. on 28 June 2019). Under the agreement, the Company provides certain warranties to Rosen's Diversified relating to its capacity to enter into the agreement and certain business warranties usual for an agreement of this type. In addition, the Subscription Agreement states that while Rosen's Diversified is entitled to exercise, or to control the exercise of, not less than 15 per cent. of the voting rights attaching to the Ordinary Shares from to time, it shall have the right to appoint one director to the Board.
Rosen's Diversified may terminate the Subscription Agreement if, at any time prior to Admission there is a breach of any of the warranties which has a material adverse impact upon the financial position of the Company in the context of the Subscription or if any of the conditions cannot be fulfilled.
The Subscription is not conditional on the Placing or the Open Offer. It is therefore possible that the Placing and the Open Offer could be terminated in accordance with their terms but the Subscription could proceed.
Details of the Placing
The Company proposes to raise gross proceeds of up to approximately £1.25 million (£1.1 million net of expenses) through the issue of the Placing Shares at the Issue Price by way of the Placing. The Placing Shares will represent 5.6 per cent. of the Company's Enlarged Share Capital.
The Placing Shares will be allotted in two separate tranches over two Business Days to assist investors in the VCT/EIS Shares to claim certain tax reliefs available to EIS and VCT investors.
It is intended that the Company will allot the VCT/EIS Shares to the persons nominated by the Company in accordance with the Placing Agreement with effect from no later than 5.00 p.m. on 5 June 2019, being one Business Day prior to Admission. The allotment of the VCT/EIS Shares will not be conditional on Admission.
It is intended that the Company will allot the remaining Placing Shares in accordance with the Placing Agreement with effect from no later than 8.00 a.m. on 6 June 2019. The allotment of the remaining Placing Shares will be conditional on Admission.
The Placing Agreement is conditional upon (amongst other things) the satisfaction of the following conditions:
- the passing of the Resolutions to be proposed at the General Meeting;
- Admission taking place no later than 8.00 a.m. on 6 June 2019 (or such later time and date as the Company and Cenkos may agree being no later than 8.00 a.m. on 28 June 2019);
- there being no breach of warranty in the Placing Agreement prior to Admission;
- the performance by the Company of its obligations under the Placing Agreement and/or other terms of or conditions to the Placing prior to Admission; and
- the Subscription Agreement having become unconditional save for: (i) Admission; and (ii) any condition(s) relating to the Placing Agreement having become unconditional or not having terminated prior to Admission.
The Placing Agreement contains certain customary warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information contained in this document and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to Cenkos and has agreed to indemnify Cenkos in relation to certain customary liabilities they may incur in respect of the Placing. Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to Admission including inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group; or (ii) in the event of a breach of the warranties or other obligations of the Company set out in the Placing Agreement.
Under the Placing Agreement the Company has agreed to pay certain fees and commissions to Cenkos and certain other costs and expenses in connection with the Placing and Admission.
Details of the Open Offer
The Company is proposing to raise up to approximately £579,493 before expenses under the Open Offer. Up to 11,589,876 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Issue Price on the following basis:
1 Offer Share for every 28 existing Ordinary Shares
And so in proportion for any number of Existing Ordinary Shares held on the Record Date
Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.
Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 21 May 2019. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 4 June 2019. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 4 June 2019.
The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be).
Accordingly, if the Placing Agreement conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Offer Shares will not be issued and all monies received by Link Asset Services will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.
Application will be made for the Offer Shares to be admitted to trading on AIM. It is expected that dealings in the Offer Shares will commence on AIM on 6 June 2019.
It is not anticipated that EIS/VCT relief will be available in respect of the Offer Shares.
The following Directors/PDMRs have agreed to subscribe for New Ordinary Shares in the following amounts.
|Director/PDMR||Position||Existing Ordinary Shares held||New Ordinary Shares subscribed for at Issue Price||Aggregate price paid for New Ordinary Shares||Number of Ordinary Shares held following Admission|
* Assuming all of the shares applied for by a Director/PDMR in the Open Offer are actually allotted to such Director/PDMR.
Malcolm Gillies has agreed to acquire shares pursuant to the Placing. Hilary Spence, Tom Hyland and Gill Black will apply for Offer Shares pursuant to the Open Offer.
6. Related Party Transactions
The participation by Directors/PDMRs in the placing or applying for Open Offer Shares in excess of their entitlement is a Related Party Transaction for the purposes of the AIM Rules of Companies. The Directors, other than those participating in the transaction consider, having consulted with Cenkos, the terms of the transaction are fair and reasonable insofar as shareholders of the Company are concerned.
7. General Meeting
A notice convening the General Meeting is set out at the end of this document. A summary and explanation of the Resolutions to be proposed at the General Meeting is set out below. Please note that the summary and explanation is not the full text of the Resolutions and Shareholders should review the full text of the Resolutions before deciding whether or not to approve them.
Resolution 1 - Authority to allot shares
The purpose of this Resolution is to provide the directors with the authority to allot shares. Section 551 of the Act provides that the directors may not allot new shares (other than for employee share schemes) without shareholder approval. Resolution 1 proposes that authority be granted in addition to any existing authority to allot shares pursuant to the Subscription, Placing and the Open Offer.
Resolution 2 - Disapplication of pre-emption rights
Section 561(1) of the Act provides that (subject to certain exceptions) if the directors wish to allot any equity securities for cash, they must first be offered to existing shareholders in proportion to their existing shareholdings. The purpose of Resolution 2 is to allow the directors to allot equity securities for cash as if section 561(1) of the Act does not apply in connection with the Subscription, Placing and the Open Offer.
Resolution 3 - Maximum number of directors
The Company's articles of association provide that the maximum number of Directors shall be seven, unless otherwise determined by the Company in general meeting. The appointments of Thomas Hyland and Louis Ruggiero as Directors on 3 September 2018 took the number of Directors to eight.
The proposed appointment of a Director by Rosen's Diversified with effect from Admission will take the number of Directors to nine. Resolution 3 seeks shareholder approval to increase the maximum number of Directors to nine and to ratify any historic failure to comply with the relevant provision of the Company's articles of association.
The Subscription, the Placing and the Open Offer are conditional upon the passing of the Resolutions and, accordingly, if the Resolutions are not passed, the Subscription, the Placing and the Open Offer will not complete. If the Resolutions are passed, the authority and power conferred by Resolutions 1 and 2 will, to the extent not used, expire on the date which is three months after the date on which the Resolutions are passed.
8. Action to be taken
A form of proxy for use at the General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, you are requested to complete and sign the form of proxy in accordance with the instructions printed on it and then to return it to the Company's Registrars, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF. Completed forms of proxy should be returned to the Company's registrars so as to be received by no later than 11.00 a.m. on 3 June 2019. The completion and return of a form of proxy will not preclude you from attending the General Meeting and voting in person should you so wish.
Qualifying Non-CREST Shareholders
If you are a Qualifying Non-CREST Shareholder you will have received an Application Form which gives details of your maximum entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Offer Shares under the Open Offer (whether in respect of your Open Offer Entitlement or both your Open Offer Entitlement and any entitlement under the Excess Application Facility), you should complete the accompanying Application Form in accordance with the procedure for application set out in paragraph 3 of Part 4 of this document and on the Application Form itself.
Qualifying CREST Shareholders
If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies this document and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer except (subject to certain exceptions) if you are an Overseas Shareholder who has a registered address in, or is a resident in or a citizen of a Restricted Territory. Applications by Qualifying CREST Shareholders for Excess Shares in excess of their Open Offer Entitlements should be made in accordance with the procedures set out in paragraph 3 of Part 4 of this document, unless you are an Overseas Shareholder in which event, applications should be made in accordance with the procedures set out in paragraph 7 of Part 4 of this document.
The latest time for applications under the Open Offer to be received is 11.00 a.m. on 4 June 2019. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are set out in Part 4 of this document.
Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.
The Directors consider that the Subscription, the Placing and the Open Offer are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their entire beneficial holdings of Ordinary Shares totalling, in aggregate, 56,922,313 Ordinary Shares and representing approximately 17.54 per cent. of the current issued ordinary share capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|Record Date for the Open Offer||Close of business on 16 May|
|Announcement of the Transaction, publication and posting of this document, the Application Form and Form of Proxy||20 May|
|Ex-entitlement Date||20 May|
|Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders||21 May|
|Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST||4.30 p.m. on 29 May|
|Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST||3.00 p.m. on 30 May|
|Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)||3.00 p.m. on 31 May|
|Latest time and date for receipt of completed Forms of Proxy tobe valid at the General Meeting||11.00 a.m. on 3 June|
|Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (if appropriate)||11.00 a.m. on 4 June|
|General Meeting||11.00 a.m. on 5 June|
|Announcement of result of the General Meeting and the Open Offer||5 June|
|Admission and commencement of dealings in the New Ordinary Shares on AIM||8.00 a.m. on 6 June|
|New Ordinary Shares credited to CREST members' accounts||6 June|
|Despatch of definitive share certificates in certificated form||within 10 business days of Admission|
Each of the times and dates in the above table is a reference to the time in London and is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by amendment by the Company on a regulatory information service.
The following definitions apply throughout this document, unless the context otherwise requires:
|"Act"||the Companies Act 2006|
|"Admission"||admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules|
|"AIM"||the market of that name operated by London Stock Exchange|
|"AIM Rules"||the rules published by London Stock Exchange entitled "AIM Rules for Companies"|
|"Application Form"||the application form which accompanies this document for Qualifying Non-CREST Shareholders for use in connection with the Open Offer|
|"Board" or "Directors"||the directors of the Company|
|"Bond Facility"||the bond facility arrangement entered into between the Company and Norgine Ventures on 14 February 2017 (as amended), as described in paragraph 1 of Part 3 of the document|
|"Company" or||Collagen Solutions plc "Collagen Solutions"|
|"CREST"||the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations)|
|"CREST member"||a person who has been admitted by Euroclear UK & Ireland as a system-member (as defined in the CREST Regulations)|
|"CREST participant"||a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)|
|"CREST payment"||shall have the meaning given in the CREST Manual issued by Euroclear UK & Ireland|
|"CREST Regulations"||the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended, and any applicable rules made under those regulations|
|"CREST sponsor"||a CREST participant admitted to CREST as a CREST sponsor|
|"CREST sponsored member"||a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members)|
|"EIS"||Enterprise Investment Scheme|
|"enabled for settlement"||in relation to Open Offer Entitlements or entitlements to Excess Shares, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by Euroclear UK & Ireland)|
|"Enlarged Share Capital"||the issued share capital of the Company, as enlarged by the issue of the New Ordinary Shares, assuming that the Open Offer is fully subscribed|
|"Euroclear UK & Ireland" or||Euroclear UK & Ireland Limited, the operator of CREST "Euroclear"|
|"Excess Application Facility"||the arrangement pursuant to which Qualifying Shareholders may apply for Offer Shares in excess of their Open Offer Entitlements|
|"Excess CREST Open Offer Entitlement"||in respect of each Qualifying CREST Shareholder, the entitlement to apply for Offer Shares in addition to his Open Offer Entitlement credited to that Shareholder's stock account in CREST, pursuant to the Excess Application Facility, which is conditional on the Shareholder taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document|
|"Excess Open Offer Entitlement"||an entitlement for each Qualifying Shareholder to apply to subscribe for Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility and which may be subject to scaling back in accordance with the provisions of this document|
|"Excess Shares"||Offer Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility|
|"Ex-entitlement Date"||the date on which the Existing Ordinary Shares are marked "ex "for entitlement under the Open Offer, being 20 May 2019|
|"Existing Ordinary Shares"||all issued Ordinary Shares of the Company prior to the issue of the New Ordinary Shares|
|"FCA"||the UK Financial Conduct Authority|
|"FSMA"||the Financial Services and Markets Act 2000 (as amended)|
|"FY"||financial year ended 31 March|
|"GBP Swap Rate"||the GBP Swap Rate (ask side) (as reported by ICE Benchmark Administration Limited or comparable body)|
|"General Meeting"||the general meeting of the Company convened for 11.00 a.m. on 5 June 2019 to approve the Resolutions (or any adjournment thereof), notice of which is set out at the end of this document|
|"Form of Proxy"||the form of proxy for use in connection with the General Meeting accompanying this document|
|"Group"||the Company and its subsidiaries and subsidiary undertakings|
|"ISIN"||International Securities Identification Number|
|"Issue Price"||5 pence per New Ordinary Share|
|"London Stock Exchange"||London Stock Exchange plc|
|"Money Laundering Regulations"||the Money Laundering Regulations 2007 (as amended)|
|"New Ordinary Shares"||the Subscription Shares, the Placing Shares and the Offer Shares "Nominated Adviser" or "Cenkos" Cenkos Securities plc, the Company's nominated adviser and broker|
|Norgine Ventures"||Norgine Ventures Fund I S.C.A. SICAR Registered number B205399 Luxembourg|
|"Offer Shares"||up to 11,589,876 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer|
|"Open Offer"||the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Offer Shares at the Issue Price on the terms and subject to the conditions set out in this document and, where relevant, in the Application Form|
|"Open Offer Entitlement"||the individual entitlements of Qualifying Shareholders to apply subscribe for Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer|
|"Ordinary Shares"||ordinary shares of 1 pence each in the capital of the Company|
|"Overseas Shareholders"||Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom|
|"Placing"||the conditional placing by Cenkos, as agent of the Company, of the Placing Shares at the Issue Price, on the terms and subject to the conditions set out in the Placing Agreement|
|"Placing Agreement"||the conditional placing agreement dated 20 May 2019 between the Company and Cenkos in connection with the Placing|
|"Placing Shares"||the 25,000,000 new Ordinary Shares proposed to be issued pursuant to the Placing|
|"participant ID"||the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant|
|"Prospectus Rules"||the prospectus rules made by the FCA pursuant to section 73A of FSMA|
|"Qualifying CREST Shareholders"||Qualifying Shareholders holding Existing Ordinary Shares in a CREST account|
|"Qualifying Non-CREST||Qualifying Shareholders holding Existing Ordinary Shares in|
|"Qualifying Shareholders"||holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding, subject to certain exceptions, any Overseas Shareholder who is located or resident or who has a registered address in, or who is a citizen of, the United States of America or any other Restricted Jurisdiction)|
|"Receiving Agent"||Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU|
|"Record Date"||the close of business on 16 May 2019 in respect of the entitlements of Qualifying Shareholders under the Open Offer|
|"Regulatory Information Service"||has the meaning given in the AIM Rules|
|"Resolutions"||the resolutions to be proposed at the General Meeting|
|"Restricted Jurisdiction"||the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan or the Republic of Ireland, and any of their territories or possessions|
|"Rosen's Diversified" or the "Strategic Investor"||Rosen's Diversified Inc, a company registered in the State of Minnesota with registered number W-1067, whose registered office is at 1120 Lake Avenue, Fairmont, MN 56031, United States|
|"Scientific Life Solutions"||Scientific Life Solutions, LLC, a Delaware limited liability company with an address at 8101 34th Avenue S., Ste. 400, Bloomington, MN 55425|
|"Securities Act"||the United States Securities Act of 1933, as amended|
|"Shareholder"||a holder of Ordinary Shares|
|"Subscription"||the conditional subscription by Rosen's Diversified of the Subscription Shares at the Issue Price on the terms and subject to the conditions set out in the Subscription Agreement|
|"Subscription Agreement"||the subscription agreement dated 20 May 2019 between the Company and Rosen's Diversified in connection with the Subscription|
|"Subscription Shares"||the 83,600,000 new Ordinary Shares proposed to be issued pursuant to the Subscription|
|"Transaction"||the Subscription, the Placing and the Open Offer|
|"TSE"||transmissible spongiform encephalopathy|
|"United Kingdom" or "UK"||the United Kingdom of Great Britain and Northern Ireland|
|"United States" or "US"||the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia|
|"VCT"||venture capital trust|
|"VCT/EIS Shares"||the 20,960,000 Placing Shares issued to investors in the Placing seeking EIS/VCT relief|
|"£", "pence" or "p"||the lawful currency of the United Kingdom|
|"$", "US$" or "dollar"||the lawful currency of the United States|
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Transaction or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares on the basis of this announcement. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Circular expected to be published and made generally available in the United Kingdom today. When made generally available, copies of the Circular may be obtained at no cost through the Company's corporate website (www.collagensolutions.com). No prospectus will be made available in connection with the matters contained in this Announcement and no prospectus is required to be published.
The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Canada, Japan, the Republic of South Africa, the Republic of Ireland or Australia.
THIS ANNOUNCEMENT, , IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW OPRDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, HONG KONG, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy new Ordinary Shares pursuant to the Transaction must be made solely on the basis of publicly available information of the Company, which has not been independently verified by Cenkos.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares; the relevant clearances have not been and will not be obtained for any applicable body in New Zealand in relation to the New Ordinary Shares and the New Ordinary 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, New Zealand, Canada, Japan, Hong Kong or the Republic of South Africa. Accordingly, the New Ordinary 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, New Zealand, Canada, Japan Hong Kong or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
Cenkos Securities plc, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company for the purposes of the AIM Rules in connection with the proposed Placing and Admission and will not be acting for any other person (including a recipient of the Circular) or otherwise be responsible to any person for providing the protections afforded to clients of Cenkos Securities plc or for advising any other person in respect of the proposed Placing and Admission. Cenkos Securities plc's responsibilities as the Company's nominated adviser and broker are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of the Circular.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Transaction will not be admitted to trading on any stock exchange other than AIM.
Cautionary note regarding forward looking statements:
This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. Words such as ''believes'', ''anticipates'', ''estimates'', ''expects'', ''intends'', ''aims'', ''potential'', ''will'', ''would'', ''could'', ''considered'', ''likely'', ''estimate'' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. Neither the Company nor any member of its group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules, the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.