NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION (EACH, A “RESTRICTED JURISDICTION”). 

  

SourceBio International plc 

(“SourceBio”, the “Company” or the “Group”) 

 

Placing and proposed Admission to trading on AIM 

 

AIM IPO to increase COVID-19 testing capacity, 
accelerate earnings growth in the core business and execute on potential M&A  

 

SourceBio International plc (AIM: SBI), a leading international provider of integrated state-of-the-art laboratory services and products, announces its proposed admission to trading on AIM (the “Admission”) and conditional placing (the “Placing”) of 21,604,938 new Ordinary Shares (“Placing Shares”), at a price of 162 pence per share (the “Placing Price”) with institutional and other investors. The Placing has conditionally raised gross proceeds of £35.0 million for the Company. 

 

Liberum Capital Limited (“Liberum”) is acting as Nominated Adviser, Broker and Sole Bookrunner in relation to the Placing. 

 

Key highlights 

  • £35.0 million raised (before expenses) by the conditional placing of 21,604,938 Placing Shares 
  • The net proceeds of the Placing will be used by the Company: 
  • to repay outstanding shareholder and bank loans; and 
  • for general corporate expenses, including working capital and capital expenditure required in order to further scale-up the COVID-19 testing business. 
  • Based on the Placing Price, the market capitalisation of the Company will be £120.2 million on Admission 
  • Enlarged Share Capital on Admission of 74,183,038 Ordinary Shares 
  • The Placing Shares represent 29.1 per cent. of the Enlarged Share Capital on Admission 
  • The Placing attracted strong support from high quality institutional investors and was significantly over-subscribed 
  • Admission and commencement of dealings on AIM expected at 8.00 am on 29 October 2020 under the ticker SBI 
  • The Company’s ISIN is GB00BKSB1674 and its SEDOL is BKSB167 

 

Jay LeCoque, Executive Chairman, said: “We are delighted by the strong support we’ve received from institutional investors. Our IPO on AIM allows us to significantly increase our COVID-19 testing capacity, accelerate earnings growth in our core business and execute on potential M&A opportunities. It’s an exciting time for our business and we look forward to executing on our ambitious growth plans and delivering value to our shareholders.” 

 

The Company has published its Admission Document and applied for the Admission to trading of the Enlarged Share Capital to AIM. The full terms and conditions of the Placing and Admission are set out in the Admission Document, which is available at the Company’s website: www.sourcebiointernational.com 

Capitalised terms used in this announcement shall, unless the context provides otherwise, have the same meanings in the Admission Document. The full terms and conditions of the Placing are set out in the Admission Document. 

 

Contacts:  

 

SourceBio International plc                           

www.sourcebiointernational.com 
Jay LeCoque, Executive Chairman 

Via Walbrook PR 
Tony Ratcliffe, Chief Financial Officer   
   
Liberum (Nominated Adviser, Broker and Sole Bookrunner)  

Tel: 020 3100 2000 
Bidhi Bhoma    
Joshua Hughes   
Euan Brown   
William Hall   
Miquela Bezuidenhoudt   
   
Walbrook PR Limited 

Tel: 020 7933 8780 or sourcebio@walbrookpr.com 
Paul McManus 

Mob: 07980 541 893 
Sam Allen 

Mob: 07748 651 727 

 

SourceBio International’s LEI number is: 213800KY4C9WU7WBW518 

 

This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the admission document (“Admission Document”) published by the Company on 26 October 2020, in connection with the proposed placing (“Placing”) of its ordinary shares (“Ordinary Shares”) and the proposed admission (“Admission”) of the Ordinary Shares to trading on the AIM market of London Stock Exchange plc (“London Stock Exchange”).  

 

The following information is extracted from the Admission Document: 

 

Background and business overview 

SourceBio is a leading international provider of integrated state-of-the-art laboratory services and products clients in the healthcare, clinical, life science research and biopharma industries, with a focus on improving patient diagnosis, management and care. The Group employs approximately 235 employees across six sites globally, in the UK, Ireland and the USA with headquarters in Nottingham, UK. It benefits from an experienced executive management team with a strong background in the life sciences, healthcare and technology sectors.  

Originally listed on the London Main Market for listed securities, Source BioScience plc was acquired and delisted in September 2016 through a take private transaction led by Harwood and Continental. Harwood and Continental undertook and completed a turn-around plan which included the appointment of Jay LeCoque as Non-Executive Chairman in 2016 and subsequently Executive Chairman in 2017. Over 2017 and 2018 the Group appointed a new management team who simplified the operations of the Group and exited a number of unprofitable and non-core operations, including those in Berlin, Livingston, Oxford and Atlanta. 

The Group’s revenues are now derived from four core businesses areas: 

  

  • Healthcare Diagnostics – histopathology and clinical diagnostic services for the NHS and private healthcare across the UK and Ireland; 
  • Genomics – DNA sequencing services for pharmaceutical and biotechnology companies, academia, contract research organisations (CROs) and other research groups in the UK, Europe and North America; 
  • Stability Storage – shelf life testing services and equipment for pharmaceutical and biotechnology companies, contract manufacturers and analytical testing companies from around the world but primarily in the UK, Ireland and the USA; and 
  • Infectious Disease Testing – since May 2020, the Group has provided COVID-19 Antigen RT-PCR testing services. These services passed all of the auditing requirements of the NHS and the Department of Health and Social Care (DHSC) in April 2020. It is intended that this offering will potentially provide a broad range of infectious disease testing across the NHS, private healthcare and commercial sectors in the future. 

  

In the year ended 31 December 2019, the Group’s core business areas (excluding Infectious Disease Testing) generated revenue of £19.8 million and EBITDA of £2.8 million, with a two–year EBITDA CAGR of 47%. The Directors believe that the Group is well positioned to capitalise on attractive market opportunities across all of its core business divisions.  

The Group employs approximately 235 employees across six sites globally, in the UK, Ireland and the USA with headquarters in Nottingham, UK. It benefits from an experienced executive management team with a strong background in the life sciences, healthcare and technology sectors. 

 

Key strengths  

The Directors believe the Company has a number of key strengths which will help to maintain and grow the Group going forward. The principal strengths identified are: 

  

A clear focus on its core business units 

The Group’s new management team have adopted a strong focus on the core high margin business lines within these business units, each having been identified as offering strong growth prospects in attractive markets. 

 

Rapidly growing market opportunities in established business 

The Company sees strong market drivers to facilitate growth in its well established chosen markets of outsourced Cellular Pathology and Healthcare Diagnostics, Genomics and Stability Storage. 

 

Facilities and accreditations to provide COVID-19 testing at scale 

The Group utilised its strengths in its scientific staff, high level quality assurance and regulatory accreditations to quickly establish and scale up its capacity to provide COVID-19 testing services to the NHS, the DHSC and to private healthcare providers. The Directors believe that the Company’s close ties with the NHS, the DHSC and private healthcare groups, mean it is well positioned to support these strategic efforts and to maximise the market opportunity presented. 

 

International reach 

The majority of the Company’s revenues, 73% in FY19, are generated from the UK, with international revenues generated from Ireland, elsewhere in the EU and from the USA. The Company has further global aspirations and believes the current foothold in Ireland and the USA provide an opportunity to expand internationally. 

 

Strong and experienced management team 

The Board has significant experience in the sector, with a track record of growing healthcare businesses on a global scale and a pedigree from having previously built significant value for shareholders in public companies. 

 

Growth strategy  

Following the Take Private Transaction, the Group’s new management initially focused its activities on three business units; Healthcare Diagnostics, Genomics and Stability Storage. The fourth business unit, Infectious Disease Testing, was established in May 2020. The Directors have selected these business units because they operate in attractive markets with significant growth potential. 

 

Going forward, the Company intends to pursue organic growth in all four business units, further complemented with suitable acquisitions where appropriate. 

 

The Directors see the following areas as some of the key drivers of potential organic growth:   

 

Healthcare Diagnostics 

Digital Pathology 

The Company has invested in a Philips Digital Pathology system. This is currently being validated prior to its anticipated rollout in 2021 and, once implemented, this technology will enable the electronic distribution of tissue sample images instead of the physical movement of tissue samples held on a slide. This would allow shorter turnaround times, allowing a potentially greater throughput of samples, as well as cost savings in carriage. In addition, this may allow Artificial Intelligence to automate the reporting of the more routine sample cases.   

  

Private Healthcare Providers 

The Group’s historic focus on Cellular Pathology services has primarily been driven by demand from the NHS. Whilst significant growth is expected from NHS customers due to recent delays in elective surgeries and the backlog of testing as a result of the COVID-19 pandemic, the Company sees a further opportunity with private healthcare providers. The Directors believe that a number of these customers are considering strategic decisions to potentially increase the outsourcing of their Cellular Pathology functions, which are currently largely performed in-house. If this were to be the case, the Company would have a significant opportunity to increase testing throughput. 

 

Expand Oncology Specialities 

With an ageing population and cancer case diagnoses becoming increasingly complex, the Company has built a strong reputation with its complementary leading Reference Laboratory. The Company works with oncology specialists and expects to continue building its portfolio of specialist diagnostics services, bringing further tests in-house. The Company works with leading research groups from pharma and global diagnostics companies to provide additional testing services for patients diagnosed with cancer, enabling clinicians to provide a clear patient management programmes in quick turnaround times. This area of the market is expected to expand as demand grows, particularly as the backlog of elective surgeries unwinds after the COVID-19 related delays. 

 

Genomics 

The Company recently invested in the latest Illumina technology for high throughput NGS. With the complementary Sanger Sequencing providing an entry point service to research groups, NGS represents an attractive upselling opportunity. The Company’s recent establishment of a Genomics base in Dublin (in addition to its facilities in Cambridge, UK, and San Diego, USA) provides the Company with another foothold, which offers potential cross-selling and up-selling opportunities. 

 

Personalised medicine 

The Directors believe that there are strong synergies between the Company’s Healthcare Diagnostics and services and the technology utilised in NGS in the Genomics business unit. Further, the Directors believe that the market is shifting to increase its focus on a personalised medicine approach to improving patient treatment whilst also looking to reduce costs borne by healthcare providers on wasted or unnecessary treatment decisions. The healthcare market has acknowledged the significant benefits of taking data from genomics programmes to help better understand how an individual person’s genome traits may react to particular treatments. This market shift has seen a significant increase in clinical diagnostics companies focusing on various high impact and common cancer types affecting the global population, which is where the greatest savings are expected to be made. The Company, utilising the most advanced NGS technology with its skilled workforce and reputation as a highly accredited service provider, is able to partner with the largest clinical diagnostics test providers to provide bespoke services. These bespoke services help enable clinicians to understand which patients will benefit from which course of treatment, improving patient care and minimising wasted costs.  

 

Expand presence in US and Ireland 

The Group has made recent investments to expand and relocate its USA facility from Los Angeles to San Diego. Furthermore, in October 2020, the Company established a modest facility in Dublin, Ireland. The Directors believe in locating the Company’s Genomics facilities close to high concentration areas of customer catchment. This is the logic behind the Group centralising its UK Genomics at a Centre of Excellence in Cambridge, providing access to a significant customer base within the “golden triangle” of Cambridge, Oxford and London. The Directors believe that situating the Company’s facility in San Diego and adding a new presence in Dublin will similarly provide benefits in market penetration and customer service, given the concentration of potential customers in those areas.  

 

Stability Storage 

Tramore and San Diego facility expansions 

Following recent investment in both facilities, the Group now has additional Stability Storage capacity available for customers. This is expected to generate incremental revenues at modest additional cost. 

 

Service capability in USA 

The Company currently has no service headcount able to support the installed base of the Group’s temperature and humidity controlled equipment within the USA. The Directors recognise the prohibitive cost of establishing a countrywide service team, but intend to pursue possibilities of partnering with an existing non-competitive service team in order to bring in a fresh revenue stream at a more modest cost.    

 

Upgrade of manufactured equipment 

The Group has recently standardised a number of components to allow the manufacture and sale of a portfolio of products. The Company historically manufactured temperature and humidity controlled systems which were bespoke and therefore had a higher standard cost of manufacture. The Group has also recently added technology upgrades, for example the launch of iStorage, a mobile based app allowing customers to monitor the status of the environments containing their products remotely. The inclusion of this and similar enhancements offers the potential to add extra value to the customer proposition and to retrofit such enhancements to existing installations.     

 

Infectious Disease Testing 

The Company has rapidly configured its Nottingham facility to build COVID-19 testing capacity to more than 6,000 tests per day. The Group is continuing to respond to significant market demand by expanding its capabilities and the Directors believe that the Company’s existing COVID-19 laboratory could handle a maximum capacity and throughput of 10,500 tests per day, which is the target throughput by 31 December 2020. The Group may also be able to utilise new technology to enhance throughput and could also, if appropriate, consider taking on additional suitable facility space in order to meet higher potential market demand.  

 

To date, the NHS, the DHSC and private healthcare customers have dominated demand for the Company’s COVID-19 testing services. The Directors expect demand from commercial customers to grow, and the Company aim to continue to increase capacity to capitalise on this potential demand. 

 

Expand services offering  

The Board recognises that the COVID-19 landscape is rapidly evolving and believes that a high volume Antigen RT-PCR COVID-19 test will remain the most reliable and effective backbone of any testing programme. The Company remains committed to exploring other complementary testing protocols as they become available. Any additional tests that may be offered for COVID-19 testing, or indeed any other Infectious Disease Testing, represent further opportunities for incremental revenue generation.    

 

Acquisition model 

In addition to the focus on organic growth, the Directors intend to consider suitable attractive acquisition opportunities. The Directors are already aware of a universe of potential targets in a number of interesting areas, including Cellular Pathology laboratories to give better access to healthcare in London, additional oncology specialities, further expansion within the USA into Cellular Pathology and Healthcare Diagnostics, and further Infectious Disease services. The Directors believe that Admission will provide increased flexibility which, together with the anticipated strong cash generation from the Infectious Disease Testing business unit, will allow the Company to pursue appropriate transactions that would not otherwise have been possible as a private company. 

 

The Board intends to employ strict capital discipline and a robust filtering process when reviewing acquisition opportunities. This filtering process comprises screening of markets and geographies, analysis of business fit, growth potential and cash generation prospects, as well as strength of management, financial accretion, suitability of location and the potential ease of integration within the Group. 

 

Reasons for Admission and use of proceeds 

The Directors believe that Admission will help accelerate the growth of the business, including a further scaling-up of COVID-19 testing capacity in response to current exceptionally high market demand. The Directors believe that this demand will exist for the medium term. 

 

The Group currently has a complex capital structure with significant levels of debt. The Directors believe that reducing the Group’s debt position and simplifying its capital structure will, when combined with Admission, enhance the Group’s profile and provide increased potential to deepen relationships with existing and potential customers and partners.  

 

Together with the anticipated strong cash generation from the Infectious Disease Testing business unit, Admission will allow the Company to pursue appropriate acquisitions. 

 

The net proceeds of the Placing, together with the proceeds of the Sale and Leaseback (see paragraph 11 of Part I of the Admission document for more details) will be used by the Group: 

 

  • to pay outstanding shareholder and bank loans of approximately £31 million; and 
  • for general corporate expenses, including working capital and capital expenditure required in order to further scale-up the COVID-19 testing business, of approximately £6 million. 

 

Financial information  

Following the Take Private Transaction in 2016, the Directors exited a number of unprofitable and non-core business lines, simplified the business and focused the business and structure into three core business units, Healthcare Diagnostics, Genomics and Stability Storage. The normalised revenue for the three established business units is summarised below and reconciled to the total revenues shown above.       

 

 

Revenue by business unit 

£’000 

12 months extracted to 31 December 2017 

unaudited 

Year ended 31 December 2018 

audited 

Year ended 31 December 2019 

audited 
       
Healthcare Diagnostics  

4,398 

5,600 

7,293 
Genomics 

4,118 

4,850 

4,523 
Stability Storage 

8,123 

7,874 

7,934 
Normalised revenue of core operations 

16,639 

 18,324 

19,750 
       
Non-core business lines 

1,600 

 1,283 

916 
Wound down business lines 

4,500 

 4,587 

568 
4 months from to 31 December 2016 

6,746 

 

  
Total revenue, as above 

29,485 

 24,194 

21,234 
       
Normalised EBITDA of core operations 

1,315 

 2,104 

2,830 
Normalised EBITDA % of core operations 

7.9% 

 11.5% 

14.3% 

 

The Directors continue to focus on these three core business units plus the Infectious Disease Testing business unit, established in May 2020. Revenue for the core operations for the six months ended 30 June 2020 are shown below:  

  

 

Revenue by business unit 

£’000 

    

6 months ended 30 June 2020 

unaudited 
       
Healthcare Diagnostics      

2,729 
Genomics     

1,805 
Stability Storage     

3,463 
Infectious Disease Testing     

2,189 
Revenue of core operations     

10,186 
       
EBITDA of core operations     

1,467 
EBITDA % of core operations     

14.4% 

 

Whilst COVID-19 has impacted the business, particularly the Healthcare Diagnostics and Genomics business units, there has been significant growth in capacity and associated revenues generated by the Infectious Disease Testing business unit.  

Infectious Disease Testing revenues totalled £15.2 million in the five month period ended 30 September 2020 and has accelerated as COVID-19 testing capacity has grown month-on-month since launch in May 2020. 

 

Current trading and prospects  

The Company’s unaudited results for the six months ended 30 June 2020 show revenue of £10.6 million (which included £2.2 million of revenues from COVID-19 testing services) and EBITDA of £1.7 million.  

 

Trading in the period from 30 June 2020 to the date of this announcement has been consistent with the Board’s expectations, with revenues from Infectious Disease Testing rising strongly month-on-month through the second half of the year so far. The Company has continued to build COVID-19 testing capacity, from approximately 1,250 tests per day as at 30 June 2020, to approximately 6,000 tests per day at 30 September. Trading in the other three business units continues to be impacted by COVID-19, mostly within Healthcare Diagnostics, where Cellular Pathology grew strongly in the first quarter of the year but volumes have not yet returned to pre-COVID-19 levels. 

 

In the near term, the Company anticipates that the financial results will be dominated by the scale of Infectious Disease Testing revenues, earnings and cash generation.  

The Directors believe that the net proceeds of the Placing and Admission will help accelerate the growth of the business, including a further scaling-up of COVID-19 testing capacity in response to current exceptionally high market demand. 

 

Board of Directors & Senior Management 

On Admission, the Board will comprise: 

 

Executive Directors 

 

Jay Charles LeCoque – Executive Chairman, aged 57 

Jay LeCoque is the Executive Chairman of SourceBio. He has over 20 years of senior management experience mainly focused on listed UK life sciences companies. Jay joined the Group in 2016 initially as Non-Executive Chairman and was appointed Executive Chairman in 2017. Jay was also an Executive Director of Bioquell plc from 2016 until its acquisition by ECOLAB in 2019. Prior to that, he was CEO of Celsis International plc from 2000 to 2009, and remained CEO following a public to private transaction in 2009 to form Celsis International Ltd until its acquisition in 2015.  Jay gained an MBA from The Kellogg School of Management.  

 

Anthony “Tony” James Ratcliffe – Chief Financial Officer and Company Secretary, aged 56 

Tony Ratcliffe joined SourceBio as Chief Financial Officer in February 2020. Tony has over 20 years senior financial management experience with fast growing technology companies in a variety of sectors. His healthcare and biotechnology experience includes Celsis International plc, Gemini Genomics plc (where he led their Nasdaq IPO) and as founding CFO of Lab 21. In other technology businesses, Tony led significant growth through the execution of six acquisitions whilst CFO of AIM quoted Brady plc and as its first Finance Director, he helped to significantly grow i2, a law enforcement software house. Tony qualified as a Chartered Accountant with KPMG and has an MBA from Heriot-Watt University, Edinburgh.   

 

Non-Executive Directors 

 

Sir Ian James Carruthers OBE – Senior Independent Non-Executive Director, aged 69 

Sir Ian joined SourceBio as Senior Independent Non-Executive Director in 2019. Sir Ian holds a number of chair and non-executive board and advisory roles in the public and private sectors. He was previously Chief Executive of NHS South of England, comprising three health bodies: South West, South Central and South East and his career in the National Health Services spans over 40 years. He was awarded the Order of the British Empire for services to health in 1997 and a Knighthood in 2003 for services to the NHS and in 2006 he took over as Interim Chief Executive of NHS England, amongst the largest organisations in the world, with over 1.3 million employees and a budget in excess of £100billion. He has been the lead author on several papers on reviewing and improving the NHS and is seen as an international expert on healthcare systems and service delivery. 

 

Sir Ian is currently Chancellor of the University of the West of England, and was formerly Chair of Healthcare UK, Chair of the Innovation Health and Wealth Implementation Board, Co-Chair of the Prime Minister’s Challenge on Dementia and Non-Executive Director of Bioquell plc. 

 

Simon John Constantine – Independent Non-Executive Director, aged 61 

Simon is a Chartered Accountant and has extensive business management and acquisition experience at board level, particularly in the healthcare and life sciences sectors. He co-led the management buy-in and subsequent trade sale of Life Sciences International plc, where he led the acquisition of 18 companies in 10 years. He has served as a non-executive director of a number of venture capital and private equity-backed businesses as well as having had more than 30 years’ experience as a director of publicly listed companies, including at Bioquell plc. Simon is Chairman of Northern Venture Trust Plc and Capstone Foster Care Limited, another buy and build of 16 businesses over 13 years. 

 

Christopher Harwood Bernard Mills – Non-Executive Director, aged 67 

Christopher Mills is a director and the sole shareholder of Harwood Capital Management Limited, which is the designated corporate member and the controller of Harwood Capital. He formed the Harwood Capital Management Group in 2011 on his acquisition of Harwood Capital from the J O Hambro Capital Management Group. Christopher is also the CEO and director of North Atlantic Smaller Companies Trust plc, a UK listed investment trust and a director and investment manager of Oryx. He has a long and successful investing track record and is a non-executive director of a number of both public and private companies. Prior to joining the J O Hambro Capital Management Group (which he co-founded in 1993), he worked from 1975 to 1993 for Samuel Montagu Limited, Montagu Investment Management Limited and its successor company, Invesco MIM, latterly as Head of North American Investments and Head of North American Venture Capital. 

 

Marco Fumagalli – Non-Executive Director, aged 50 

Marco Fumagalli is a Founding Partner of Continental, having co-founded the business in 2013, following a successful career in private equity spanning over 15 years. He worked from 1996 to 2010 at 3i SgR S.p.A. (part of the 3i Group), where he became a Partner and Managing Director before serving as Chief Executive Officer from 2005, following which he joined Leponte S.A., as Head of Private Equity. He has also held a number of directorships of both public and private companies. He is currently non-executive director of CIP Merchant Capital plc, an AIM listed investment company which he co-founded in 2017. Marco holds a Business Administration Degree from Bocconi University in Milan. 

 

Senior Management 

 

Russell Wheatcroft – Chief Operating Officer, aged 49 

Russell Wheatcroft joined the Group in 2014 as Marketing Director and was subsequently promoted to Commercial Director, reporting to the Executive Chairman. He was further promoted to Chief Operating Officer in March 2020. Russell has 20 years of experience in the International Life Sciences sector in senior positions covering the provision of services, capital equipment and products. Russell’s recent focus has been to establish and build the Group’s COVID-19 testing capability and to continue to strengthen the Group’s operations. 

 

IMPORTANT INFORMATION  

 

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction 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 an inducement to enter into, any contract or commitment therefor. 

 

Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Liberum Capital Limited (“Liberum”) or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.  Liberum does not accept any liability, whatsoever, for the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement for which the Company and the directors are solely responsible. 

 

Liberum, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the proposed Placing and Admission and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Liberum or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Liberum’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. Liberum has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Liberum or its affiliates as to any of its contents. 

 

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (“Qualified Investors”). In addition, in the United Kingdom, this announcement is addressed to and directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to communicate it to. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement. 

 

Neither this announcement nor any copy of it may be (i) taken or transmitted into, distributed, published, reproduced or otherwise made available, directly or indirectly, in the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act”)), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Australia, Canada, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the other laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. 

 

The Ordinary Shares have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of securities is being made in the United States. Neither the US Securities and Exchange Commission nor any state securities commission or other regulatory authority in the United States has approved or disapproved of the Ordinary Shares or passed upon or endorsed the merits of the offering of the Ordinary Shares or the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.  

 

No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the proposed placing of the Ordinary Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from any jurisdiction in which the same would be unlawful or offered or sold to a person within such a jurisdiction. 

 

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Board’s expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company’s financial performance. Though the Board believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements. 

 

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given. 

 

Information to Distributors 

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum 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 Ordinary Shares. 

 

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.