SUPPLEMENTARY PROSPECTUS ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, SINGAPORE, HONG KONG OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
InnovaDerma PLC (the “Company”) has delayed admission to the standard segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange (“Admission”) because the prospectus published by the Company on 25 July 2016 (the “Prospectus”) contained incorrect information. These mistakes were discovered after publication of the Prospectus but prior to Admission. Following approval by the UKLA, the Company will publish a supplementary prospectus to correct these errors (the “Supplementary Prospectus”). Admission will occur following the approval of the Supplementary Prospectus.
The Prospectus and the Company’s 25 July 2016 press release “Admission to the Official List and to trading on the Main Market of the London Stock Exchange” contained the following incorrect information:
1) The nominal value of the shares was incorrectly stated as £0.05 pence. The nominal value of the shares is €0.10 not £0.05 pence;
2) The total number of existing shares which the Company seeks to have Admitted and the entire issued capital of the Company is 10,318,535 not 10,238,970;
3) The estimated market capitalisation of the existing shares based on the minimum Offer Price is £15,477,802.50, not £15,358,455;
4) The estimated market capitalisation of the existing shares based on the maximum Offer Price is £46,433,407.50, not £46,075,365;
5) Expected market capitalisation of the Company at the Offer Price is expected to be between £18,477,802.50 and £49,433,409 not £18,358,455 and £49,075,367 and will be determined once the Offer Price is set;
6) If the Offer Price is set at a minimum share price of 150 pence, then the Offer Size will be set at 2,000,000, and the deemed market capitalisation of the Company will be £18,477,802.50 not £18,358,455;
7) If the Offer Price is set at the maximum share price of 450 pence, then the Offer Size will be set at 666,667 Shares, and the deemed market capitalisation of the Company will be £49,433,409 not £49,075,367.
As a result of the delay in Admission the Expected Timetable of Principal Events is now also incorrect and will be corrected in the Supplementary Prospectus.
The shareholding percentages and dilution tables in the Prospectus are not affected by these changes and remain the same.
Investor Withdrawal Rights
Investors are permitted to withdraw applications made in the Offer once submitted. Such withdrawal must be done within two working days from the date the application is submitted. In the event that a supplementary prospectus is published Investors are permitted to withdraw applications once submitted. Such a withdrawal must be done within two working days from the date the supplementary prospectus is published.
In addition, in the event that the Offer Price set by the Company, is above the Price Range and/or the number of Ordinary Shares to be sold by the Company is above or below the Offer Size Range, then applicants who have applied for Ordinary Shares in the Offer would have a statutory right to withdraw their offer to purchase Ordinary Shares in the Offer in its entirety pursuant to section 87Q of FSMA before the end of a period of two Business Days commencing on the first Business Day after the date on which an announcement of this is published by the Issuer via a Regulatory Information Service announcement (or such later date as may be specified in that announcement).
The right to withdraw an application to purchase Ordinary Shares in the Offer in the circumstances set out above will be available to all investors. If the application is not withdrawn within the period stipulated in any supplementary prospectus or announcement (as described above), any offer to apply for Ordinary Shares in the Offer will remain valid and binding.
Investors wishing to withdraw their offer to purchase Ordinary Shares after the publication of any supplementary prospectus or announcement (as described above) must do so by:
- lodging a written notice of withdrawal by hand with the Receiving Agent (during normal business hours only) at Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; or
- scanning a signed written notice of withdrawal and sending it by email to the Receiving Agent at email@example.com.
All information pertaining to Investor Withdrawal Rights can be found on the Company’s website at http://www.innovaderma.com/category/investor-relations/
In each of the cases above, such notification must provide (i) the investor’s name, (ii) the investor’s address and postcode, (iii) the method by which the investor submitted its application (i.e. whether by posting an Application Form or by submitting an Online Application), (iv) the amount in Pounds Sterling of Ordinary Shares that such investor has applied for, and it must be received by the Receiving Agent no later than the end of the period stipulated in the supplementary prospectus or announcement (as described above) (which will be at least a period of two Business Days commencing on the first Business Day after the date on which the supplementary prospectus or announcement, as the case may be, is published). Notice of withdrawal given by any other means or which is deposited with or received by the Receiving Agent after expiry of such period will not constitute a valid withdrawal.
Any supplementary prospectus will be published in accordance with the Prospectus Rules of the UK Listing Authority (and notification thereof will be made to a Regulatory Information Service) but will not be distributed to prospective investors individually. Any such supplementary prospectus will be available in printed form free of charge at the registered office of the Company until 14 days after Admission.
The Supplementary Prospectus will be supplementary to, and must be read in conjunction with, the Prospectus. The Prospectus is and the Supplementary Prospectus, when published, will be available on the Company’s website at www.innovaderma.com.
The Ordinary Shares currently trade under the TIDM code “MLIDP” on the Marche Libre operated by Euronext Paris SA.
Capitalised terms used in this announcement have the meanings given to them in the Prospectus and Supplementary Prospectus.
Haris Chaudhry/Joe Bayer
+61 (0)3 9111 0071
+44 (0)203 764 2341
Shan Shan Willenbrock
+ 44 (0)20 7930 0777
InnovaDerma PLC specialises in the research, manufacture and marketing of clinically proven products in hair loss, anti-ageing and beauty sectors. InnovaDerma has presence in the United Kingdom, Australia, New Zealand, Philippines, South Africa, Hong Kong and South Korea.