Nanoco-Group-Plc-Prospectus.Pdf
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take or if you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorised under the Financial Services and Markets Act 2000 (‘‘FSMA’’), who specialises in advising on the acquisition of shares and other securities. This document comprises a prospectus (the ‘‘Prospectus’’) relating to Nanoco Group plc (the ‘‘Company’’) and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ‘‘FCA’’) made under Section 73A of FSMA. This Prospectus has been filed with, and approved by, the FCA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Application has been made, respectively, to the FCA and to London Stock Exchange plc (the ‘‘London Stock Exchange’’) for all of the ordinary share capital of the Company, being the Ordinary Shares in issue as at the date of this Prospectus and the New Ordinary Shares that will be issued in connection with the Placing, to be admitted to the premium listing segment of the Official List of the FCA (the ‘‘Official List’’) and to trading on the London Stock Exchange’s main market for listed securities (together ‘‘Admission’’). No application has been made or is currently intended to be made for the Ordinary Shares to be admitted to listing or to be dealt in on any other exchange. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on the London Stock Exchange at 8:00 a.m. (London time) on 1 May 2015. The Company and its Directors (whose names appear on page 42 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Prospective investors should read the whole of this Prospectus and, in particular, the attention of potential investors is drawn to Part II: ‘‘Risk Factors’’ on pages 28 to 40 of this Prospectus for a discussion of certain risks and other factors that should be considered in connection with the Company and an investment in the New Ordinary Shares. NANOCO GROUP PLC (incorporated under the Companies Acts 1985 to 2006 and registered in England and Wales with registered number 05067291) Placing of 19,047,619 New Ordinary Shares at a Placing Price of 105 pence per New Ordinary Share Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange Sponsor and Joint Bookrunner CANACCORD GENUITY LIMITED Joint Bookrunner LIBERUM CAPITAL LIMITED Ordinary Share capital immediately following the Placing and Admission Number Ordinary Shares of £0.10 each Amount 236,378,002 £23,637,800.20 The New Ordinary Shares to be issued pursuant to the Placing will, following Admission, rank pari passu in all respects with the other issued Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the issued Ordinary Shares after Admission. Canaccord Genuity Limited (‘‘Canaccord’’), which is authorised and regulated by the FCA in the United Kingdom, is acting as sponsor and joint bookrunner to the Company and no one else in connection with the Placing and Admission and the matters described herein and will not be acting for any other person (whether or not a recipient of this Prospectus) or otherwise be responsible to any other person for providing the protections afforded to customers of Canaccord or for advising any other person in connection with the Placing and/or Admission. Liberum Capital Limited (‘‘Liberum’’) is acting as joint bookrunner to the Company and no one else in connection with the Placing and Admission and the matters described herein and will not be acting for any other person (whether or not a recipient of this Prospectus) or otherwise be responsible to any other person for providing the protections afforded to customers of Liberum or for advising any other person in connection with the Placing and/or Admission. Neither Canaccord nor Liberum has authorised the contents of any part of this Prospectus or independently verified the contents of any part of this Prospectus. Neither Canaccord nor Liberum accepts any responsibility or liability whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this Prospectus nor for the accuracy of any information or opinions contained in this Prospectus nor for the omission of any information from this Prospectus for which the Company and the Directors are solely responsible. Each of Canaccord and Liberum accordingly disclaim all and any liability, whether arising in tort, contract or otherwise, which any of them might otherwise be found to have in respect of this Prospectus or any such statement. This does not exclude or limit any responsibility which might be imposed on either of Canaccord or Liberum (including in the case of Canaccord in its capacity as sponsor) under FSMA, the Financial Services Act 2012 or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable. Reliance on this Prospectus Prior to making any decision as to whether to invest in New Ordinary Shares, prospective investors should read the entirety of this Prospectus. In making any investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Placing, including the associated merits and risks. Investors should rely only on the information contained in the Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus in connection with the Placing and Admission and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, Canaccord or Liberum. Without prejudice to any legal or regulatory obligation of the Company to publish a supplementary prospectus pursuant to Section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription or purchase of shares pursuant to it shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or the Group taken as a whole since, or that the information contained in this Prospectus is correct at any time subsequent to, the date of this Prospectus. The contents of this Prospectus are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult their own legal advisor, financial advisor or tax advisor for legal, financial or tax advice. NOTICE TO OVERSEAS SHAREHOLDERS The distribution of this Prospectus and the Placing of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken or will be taken by the Company, Canaccord or Liberum to permit a public offering of the Ordinary Shares or to permit the possession, issue or distribution of this Prospectus (or any other offering or publicity materials or application form(s) relating to the Ordinary Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. None of the Company, the Directors, Canaccord or Liberum is making any representation to any placee or subscriber of New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares. 2 This Prospectus does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, Ordinary Shares or New Ordinary Shares to any person in any jurisdiction in which such offer or solicitation is unlawful. In particular, this Prospectus is not for distribution or publication in Australia, Canada, Japan or the United States. Neither the Ordinary Shares nor the New Ordinary Shares have been and they will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, Ordinary Shares and New Ordinary Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. In addition, the Ordinary Shares and the New Ordinary Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risk of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Further information with regard to the restrictions on the distribution of this Prospectus and the offering, sale and transfer of New Ordinary Shares are set out in paragraph 8 of Part XIII: ‘‘Details of the Placing’’.