View Admission Document

165 Pages·2012·1.18 MB·English

THISDOCUMENTISIMPORTANTANDREQUIRESYOURIMMEDIATEATTENTION.Ifyouareinanydoubtastothe
contents of this document or as to what action you should take you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial Services and MarketsAct 2000 (“FSMA”) who
specialisesinadvisingontheacquisitionofsharesandothersecurities.
This document comprises an admission document prepared in accordance with theAIM Rules.Application will be made for the
OrdinarySharesissuedandtobeissuedpursuanttothePlacingtobeadmittedtotradingonAIM.ItisexpectedthatAdmissionwill
becomeeffectiveandthattradingintheOrdinarySharesonAIMwillcommenceat8.00a.m.on10July2012.TheOrdinaryShares
arenotdealtonanyotherrecognisedinvestmentexchangeanditisemphasisedthatnoapplicationhasbeen,orisbeing,made
fortheOrdinarySharestobeadmittedtoanysuchexchange.
Thisdocumentisnotanapprovedprospectusforthepurposesofsection85ofFSMA,hasnotbeenpreparedinaccordancewiththe
ProspectusRulespublishedbytheFinancialServicesAuthority(“FSA”)andacopyofithasnotbeen,andwillnotbe,deliveredto
theUKListingAuthorityinaccordancewiththeProspectusRulesordeliveredtoorapprovedbyanyotherauthoritywhichcouldbe
acompetentauthorityforthepurposesoftheProspectusDirective.
AIMisamarketdesignedprimarilyforemergingorsmallercompaniestowhichahigherinvestmentrisktendstobeattached
thantolargerormoreestablishedcompanies.AIMsecuritiesarenotadmittedtotheOfficialListoftheUKListingAuthority.
Aprospectiveinvestorshouldbeawareoftherisksofinvestinginsuchcompaniesandshouldmakethedecisiontoinvestonly
ARSchedule
aftercarefulconsiderationand,ifappropriate,consultationwithanindependentfinancialadviser.
2(e)
EachAIMcompanyisrequiredpursuanttotheAIMRulesforCompaniestohaveanominatedadviser.Thenominatedadviser
isrequiredtomakeadeclarationtotheLondonStockExchangeonadmissionintheformsetoutinScheduleTwototheAIM
RulesforNominatedAdvisers.
The London Stock Exchange has not itself examined or approved the contents of this document.TheAIM Rules are less
demandingthanthoseoftheOfficialListoftheUKListingAuthority.
YoushouldbeawarethataninvestmentintheCompanyinvolvesahighdegreeofrisk.Whilethewholeofthisdocumentshouldbe
read,theattentionoftheprospectiveinvestorsisalsodrawninparticulartoPartIIofthisdocumentwhichsetsoutcertainriskfactors
relatingtoanyinvestmentintheOrdinaryShares.AllstatementsregardingtheGroup’sbusiness,financialpositionandprospects
shouldbeviewedinlightoftheseriskfactors.
Revolymer plc
(IncorporatedandregisteredinEnglandandWalesundertheCompaniesAct2006withregisterednumber08024489)
Placing of 25,000,000 Ordinary Shares of 1p each at 100p per Ordinary Share
AIII4.4
Admission to trading onAIM
NOMINATEDADVISERAND BROKER
TheCompany,theDirectorsandtheProposedDirector,whosenamesappearonpage4ofthisdocument,acceptresponsibilityboth
AI1.2
individuallyandcollectivelyfortheinformationcontainedinthisdocument.TothebestoftheknowledgeandbeliefoftheDirectors
and the Proposed Director (who have taken all reasonable care to ensure that such is the case), the information contained in this
documentisinaccordancewiththefactsanddoesnotomitanythinglikelytoaffecttheimportofsuchinformation.AlloftheDirectors
andtheProposedDirectoracceptindividualandcollectiveresponsibilityforcompliancewiththeAIMRules.
UponAdmission the Placing Shares will, following allotment, rank pari passu in all respects with the Existing Ordinary Shares
includingtherighttoreceivealldividendsandotherdistributionsdeclared,madeorpaidontheOrdinarySharesafterAdmission.
ThisdocumentdoesnotconstituteanoffertosellorasolicitationoroffertobuyorsubscribeforOrdinarySharesunlesspermitted
byapplicablelawandregulation.ThisdocumentisnotfordistributionintheProhibitedTerritories.TheOrdinaryShareshavenot
beenandwillnotberegisteredundertheUnitedStatesSecuritiesActof1933(asamended)orunderthesecuritieslegislationofthe
ProhibitedTerritoriesorinanycountry,territoryorpossessionwheretodosowouldcontravenelocalsecuritieslawsorregulations
andtheOrdinarySharesmaynotbeofferedorsolddirectlyorindirectlywithintheProhibitedTerritoriesorto,orfortheaccountof
benefit of, any person within the Prohibited Territories. The distribution of this document in jurisdictions other than the United
Kingdommayberestrictedbylawandthereforeanypersonintowhosepossessionthisdocumentcomesshouldinformthemselves
aboutandobserveanysuchrestrictions.Anyfailuretocomplywiththeserestrictionsmayconstituteaviolationofthesecuritieslaws
inanysuchjurisdictions.
PanmureGordon(UK)Limited,whichisauthorisedandregulatedintheUnitedKingdombytheFSA,isactingasnominatedadviser
andbrokertotheCompanyinconnectionwiththePlacingandAdmissionandwillnotbeprovidingadvicetoanyotherpersonin
relationtothePlacingandAdmissionoranyothertransactionorarrangementreferredtointhisdocument.Itsresponsibilitiesasthe
Company’snominatedadviserundertheAIMRulesforNominatedAdvisersareowedsolelytotheLondonStockExchangeandare
notundertheAIMRulesforNominatedAdvisersowedtotheCompanyortoanyDirectorortheProposedDirectorortoanyother
personinrespectofhisorherdecisiontoacquireOrdinarySharesinrelianceonanypartofthisdocument.Norepresentationor
warranty,expressorimplied,ismadebyPanmureGordon(UK)Limitedastoanyofthecontentsofthisdocument(withoutlimiting
thestatutoryrightsofanypersontowhomthisdocumentisissued).PanmureGordon(UK)Limitedwillnotbeofferingadviceand
willnototherwiseberesponsibletoanyoneotherthantheCompanyforprovidingtheprotectionsaffordedtocustomersofPanmure
Gordon(UK)Limitedorforprovidingadviceinrelationtothecontentsofthisdocumentoranyothermatter.Noliabilityisaccepted
PanmureGordon(UK)Limitedfortheaccuracyofanyinformationoropinionscontainedin,orfortheomissionofanymaterial
informationfrom,thisdocument,forwhichtheCompany,theDirectorsandtheProposedDirectoraresolelyresponsible.
ThisdocumentwillalsobeavailablefordownloadfromtheCompany’swebsitewww.revolymer.com.
CONTENTS
Page
EXPECTEDTIMETABLE OF PRINCIPAL EVENTS 3
PLACING STATISTICS 3
DIRECTORS, PROPOSED DIRECTOR, SECRETARYANDADVISERS 4
DEFINITIONS 5
GLOSSARY OFTECHNICALTERMS 9
IMPORTANT INFORMATION 12
PART I INFORMATION RELATINGTOTHE COMPANY 13
PART II RISK FACTORS 36
PART III EXPERT’S REPORT 47
PART IV PATENTAGENT’S REPORT 64
PARTV FINANCIAL INFORMATION 95
SECTIONA–ACCOUNTANTS’REPORTONREVOLYMERPLC 95
SECTIONB–FINANCIALINFORMATIONONREVOLYMERPLC 97
SECTIONC–ACCOUNTANTS’REPORTONREVOLYMER(U.K.)LIMITED 98
SECTIOND–FINANCIALINFORMATIONONREVOLYMER(U.K.)LIMITED 100
PARTVI ADDITIONAL INFORMATION 128
2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 4 July 2012
Admission and dealings in the Ordinary Shares to commence onAIM 8.00 a.m. on 10 July 2012
AIII4.7
Expected date for CREST accounts to be credited EIS Placing Shares andVCT
Placing Shares on 9 July 2012
All other Placing Shares
on 10 July 2012
Despatch of definitive share certificates in respect of the Placing Shares
to be held in certificated form 17 July 2012
Each of the dates in the above timetable is subject to change without further notice.
PLACING STATISTICS
Placing price per Placing Share 100p
AIII4.4
Number of Existing Ordinary Shares in issue as at the date of this document 28,015,170
Number of Placing Shares to be issued 25,000,000
Number of Ordinary Shares in issue onAdmission 53,015,170
Percentage of the Enlarged Issued Share Capital represented by the Placing Shares 47.2%
Estimated gross proceeds of the Placing receivable by the Company £25.0 million
AIII8.1
Estimated net proceeds of the Placing receivable by the Company £23.2 million
Market capitalisation, uponAdmission, of the Company at the Placing Price £53.0 million
AIM ticker REVO
ISIN GB00B84LVH87
SEDOL B84LVH8
3
DIRECTORS, PROPOSED DIRECTOR, SECRETARYANDADVISERS
AI1.1
Directors: John Michael Keenan (Non-executive Chairman)
Dr Roger Bruce Pettman (Chief Executive Officer)
Robin James Scott Cridland (Chief Financial Officer)
Michael Charles NettletonTownend (Non-executive Director)
Robert Milton Frost (Non-executive Director)
Proposed Director:* Julian Spenser Heslop (Independent Non-executive Director)
Company Secretary: Robin James Scott Cridland
Registered Office: One LondonWall
London EC2Y 5AB
Head Office: 1 Newtech Square
Zone 2, Deeside Industrial Park
Deeside
Flintshire CH5 2NT
NominatedAdviser and Broker: Panmure Gordon (UK) Limited
Moorgate Hall
155 Moorgate
London EC2M 6XB
ReportingAccountants and Ernst &Young LLP
Auditors to the Company: 100 Barbirolli Square
Manchester M2 3EY
LegalAdvisers to the Company: Maclay Murray & Spens LLP
One LondonWall
London EC2Y 5AB
LegalAdvisers to the Eversheds LLP
NominatedAdviser: 70 Great Bridgewater Street
Manchester M1 5ES
PatentAgent: DYoung & Co LLP
120 Holborn
London EC1N 2DY
Scientific Expert: Cambridge Consultants Limited
Science Park
Milton Road
Cambridge CB4 0DW
Registrar: Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Company website: www.revolymer.com
* TheProposedDirectorwillbeappointedasaDirectoruponAdmission
4
DEFINITIONS
The following words and expressions shall have the following meanings in this document unless the
context otherwise requires:
“2006Act” the CompaniesAct 2006, as amended;
“Admission” the admission of the Ordinary Shares to trading onAIM and
such admission becoming effective in accordance with Rule
6 of theAIM Rules;
“AlM” a market operated by the London Stock Exchange;
“AIM Rules” theAIMRulesforCompaniespublishedbytheLondonStock
Exchange and those other rules of the London Stock
Exchangewhichgoverntheadmissionofsecuritiestotrading
on, and the regulation of,AIM;
“AIM Rules for NominatedAdvisers” the AIM Rules for Nominated Advisers setting out the
eligibility, ongoing obligations and certain disciplinary
matters in relation to nominated advisers published by the
London Stock Exchange;
“Articles” the articles of association of the Company adopted,
conditional onAdmission, on 7 June 2012;
“Audit Committee” the audit committee of the Board;
“Board” or “Directors” the board of directors of the Company, whose names are set
out on page 4 of this document;
“Business Day” adayotherthanaSaturday,Sundayorotherdaywhenbanks
in the City of London, England are not generally open for
business;
“certificated” or “certificated form” in the description of a share or other security which is not in
uncertificated form (that is not in CREST);
“CAGR” CompoundedAnnualGrowthRate,theannualisedgainofan
investment over a given time period;
“Company” Revolymer plc;
“CREST” the relevant system (as defined in the Uncertificated
Securities Regulations) in respect of which Euroclear UK &
Ireland is the operator (as defined in the Uncertificated
Securities Regulations) in accordance with which securities
may be held or transferred in uncertificated form;
“EIS” Enterprise Investment Scheme under the provisions of Part 5
of the IncomeTaxAct 2007;
“EIS Placing” the conditional placing of the EIS Placing Shares at the
Placing Price in accordance with the PlacingAgreement;
“EIS Placing Shares” theOrdinarySharestobeallottedandissuedtoEISinvestors
pursuant to the EIS Placing;
5
“EMI Code” the code constituted by sections 527 to 541 of, and
Schedule5 to, ITEPA and Part 4 of Schedule 7D to the
Taxation of Chargeable GainsAct 1992;
“EMI Options” options granted as enterprise management incentive options
pursuant to the provisions of Schedule 5 to ITEPA;
“Enlarged Issued Share Capital” the enlarged issued ordinary share capital of the Company
following completion of the Placing;
“EU” or “European Union” has the meaning given to it in Article 299(1) of the
Establishing the European Economic Community Treaty as
amended by, among others, the Treaty on European Unity
(the Maastricht Treaty), the Treaty of Amsterdam and the
Treaty of Lisbon;
“Euroclear UK & Ireland” Euroclear UK & Ireland Limited;
“Exchange EMI Options” the options over Ordinary Shares to be granted under the
SharePlan,asmorefullydescribedatparagraph8ofPartVI
of this document under the heading ‘‘Exchange EMI
Options’’ and denoted as being Exchange EMI Options in
paragraph 3.17 of PartVI of this document;
“Exchange Unapproved Options” the options over Ordinary Shares to be granted under the
SharePlan,asmorefullydescribedatparagraph8ofPartVI
of this document under the heading ‘‘Exchange Unapproved
Options’’ and denoted as being Exchange Unapproved
Options in paragraph 3.17 of PartVI of this document;
“Existing Ordinary Shares” the existing Ordinary Shares in issue as at the date of this
document;
“FSA” the Financial ServicesAuthority of the United Kingdom;
“FSMA” the Financial Services and MarketsAct 2000, as amended;
“Group” or “Revolymer” the Company and its subsidiaries;
“HMRC” Her Majesty’s Revenue & Customs;
“IAML” Invesco Asset Management Limited, acting at all times as
agent for and on behalf of its discretionary managed clients,
a wholly owned subsidiary of Invesco Ltd;
“IFRS” International Financial Reporting Standards, as adopted for
use in the European Union;
“Investment CompanyAct” the United States Investment Company Act of 1940, as
amended;
“IP Group” IP2IPOLimited,awhollyownedsubsidiaryofIPGroupplc;
“IPVenture Fund” a fund managed by Top Technology Venture Limited, a
subsidiary of IP Group plc;
“ITEPA” IncomeTax (Earnings and Pensions)Act 2003;
“JDA” Joint DevelopmentAgreement;
6
“Lock-inAgreements” the agreements by which each of the Directors and certain
institutional Shareholders has agreed with Panmure Gordon
and the Company certain undertakings with respect to their
holdings of Ordinary Shares on Admission, as more
particularly described in paragraph 21 of Part I of this
document;
“London Stock Exchange” London Stock Exchange plc;
“LTIP” the Revolymer plc LongTerm Incentive Plan 2012;
“Official List” the Official List of the UK ListingAuthority;
“Ordinary Shares” ordinary shares of 1p each in the capital of the Company;
“Orderly MarketAgreements” the agreements by which each of the Senior Managers has
agreed with Panmure Gordon and the Company certain
undertakings with respect to their holdings of Ordinary
Shares on Admission, as more particularly described in
paragraph 21 of Part I of this document;
“Panmure Gordon” Panmure Gordon (UK) Limited, nominated adviser and
broker to the Company;
“Placees” subscribers for the Placing Shares, as procured by Panmure
Gordon on behalf of the Company pursuant to the Placing
Agreement;
“Placing” the conditional placing of the Placing Shares (including the
EIS Placing Shares and the VCT Placing Shares) at the
Placing Price pursuant to the PlacingAgreement;
“PlacingAgreement” theplacingagreementdated4July2012enteredintobetween
the Company, the Directors, the Proposed Director and
Panmure Gordon relating to the Placing, further details of
which can be found in paragraph 18 of PartI of this
document;
“Placing Price” 100p per Ordinary Share issued pursuant to the Placing;
“Placing Shares” the 25,000,000 Ordinary Shares to be allotted and issued
pursuant to the Placing;
“PlacingWarrants” the unlisted warrants to be granted by the Company to
Panmure Gordon pursuant to the PlacingAgreement;
“PlacingWarrant Instrument” the warrant instrument dated 4 July 2012 constituting the
PlacingWarrants;
“ProhibitedTerritories” UnitedStates,Canada,Australia,SouthAfrica,theRepublicof
Ireland,Japanandanyotherjurisdictionwherethedistribution
of this document or the offer of Ordinary Shares (or any
transaction contemplated thereby and any activity carried out
inconnectiontherewith)wouldbreachapplicablelaw;
“Prospectus Directive” the Prospectus Directive (2003/71/EC);
“Prospectus Rules” the prospectus rules of the UK Listing Authority made in
accordancewithsection73AofFSMAasamendedfromtime
to time brought into effect on 1 July 2005 pursuant to
Commission Regulation (EC) No. 809/2004 and the
Prospectus Regulations 2005 (SI 2005/1433);
7
“Proposed Director” the proposed director of the Company as at the date of this
document,whosenameissetoutonpage4ofthisdocument;
“QCA Guidelines” the Corporate Governance Guidelines for AIM Companies
published by the Quoted Companies Alliance, as amended
from time to time;
“Quester” Quester Capital Management Limited;
“Remuneration Committee” the remuneration committee of the Board;
“Revolymer UK” Revolymer(U.K.)Limited,awhollyownedsubsidiaryofthe
Company;
“SecuritiesAct” the United States SecuritiesAct of 1933, as amended;
“Senior Managers” Dr. David Pears, ChrisTamillo andTerence Cosgrove;
“Share Schemes” the Share Plan and the LTIP;
“Share Plan” the Revolymer plc Employee Incentive Plan 2012;
“Shareholders” holders of Ordinary Shares;
“UK ListingAuthority” the FSA acting in its capacity as the competent authority for
the purposes of PartVI of FSMA;
“Unapproved Options” optionsgrantedasunapprovedoptionswithnobeneficialtax
treatment applying to them;
“uncertificated” or a share or shares recorded on the register of members as
“in uncertificated form” being held in uncertificated form in CREST, entitlement to
which,byvirtueoftheUncertificatedSecuritiesRegulations,
may be transferred by means of CREST;
“Uncertificated Securities the Uncertificated Securities Regulations 2001
Regulations” (SI/2001/3755);
“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;
“£”, “pence”, “p” or “pounds” pounds sterling, the legal currency of the United Kingdom;
“US” or “United States” the United States ofAmerica, its territories and possessions,
any state in the United States, the District of Columbia and
other areas subject to its jurisdiction;
“US$” and “cents” the legal currency of the US;
“VCT” aVentureCapitalTrustasdefinedinPart6oftheIncomeTax
Act 2007;
“VCT Placing” the conditional placing of the VCT Placing Shares at the
Placing Price in accordance with the PlacingAgreement;
“VCT Placing Shares” the Ordinary Shares to be allotted and issued to VCT
investors pursuant to theVCT Placing;
“VCT Scheme” Venture Capital Trust Scheme under the provisions of Part 6
of the IncomeTaxAct 2007.
8
GLOSSARY OF TECHNICAL TERMS
The following technical terms are used in this document unless the context otherwise requires:
ACNFP Advisory Committee on Novel Foods and Processes, the
statutory, independent body of scientific experts that advises
the UK Food Standards Agency on any matters relating to
novel foods and novel food processes;
active the constituent of a substance responsible for its effects;
amphiphilic a material that possesses both hydrophilic and hydrophobic
properties;
ANDA Abbreviated New DrugApplication, an application for a US
generic drug approval for an existing licensed medication or
approved drug;
bioequivalent/bioequivalence the absence of a significant difference in the rate and extent
to which the active ingredient in pharmaceutical equivalents
or alternatives becomes available at the site of drug action
whenadministeredatthesamedoseundersimilarconditions
in an appropriately designed study;
CMO Contract Manufacturing Organisation, an organisation that
provides outsourcing services to clients in respect of, inter
alia,formulationdevelopmentandcommercialproductionof
pharmaceutical and biotechnological products;
copolymer a polymer derived from two or more different types of
molecules;
Cosmetics Directive the Cosmetics Directive (76/768 EC);
CRO Contract Research Organisation, an organisation that
provides outsourcing services to clients in respect of, inter
alia, clinical research and trials of pharmaceutical and
biotechnological products;
cud theremnantsofthegumaftertheingestionofsweetenersand
flavours following chewing;
EFSA European Food SafetyAuthority;
enzyme biological molecule that catalyses chemical reactions;
FDA Food and Drug Administration, the US government body
responsible for the regulation of, testing and approval of,
inter alia, pharmaceutical products;
FMCG Fast-Moving Consumer Goods, typically being retail goods
that are replaced or fully used up over a short time period;
g gram, a unit of mass;
Generation 2 gum the Company’s bioequivalent NRT chewing gum product;
Generation 3 gum the Company’s accelerated nicotine release NRT chewing
gum product;
9
graft polymer aspecialtypeofbranchedcopolymerinwhichthesidechains
are structurally distinct from the main chain;
GRAS compounds that are ‘Generally RegardedAs Being Safe’ for
human consumption;
hydrophilic a material that attracts water. In chemistry, hydrophilicity is
the physical property of a substance that is attracted to, and
has a tendency to be dissolved by, a mass of water;
hydrophobic a material that repels water. In chemistry, hydrophobicity is
the physical property of a substance that is repelled from a
mass of water. Hydrophobic molecules in water tend to
cluster together;
in vitro refers to studies that are conducted outside of an organism,
such as in a test tube;
intellectual property/IP all intellectual property, including (without limitation)
patents,trademarks,servicemarks,tradeorbusinessnames,
goodwill, domain names, database rights, rights in designs,
copyrightsandtopographyrights(whetherornotanyofthese
rights are registered, and including applications and the right
toapplyforregistrationofanysuchrights)andallinventions,
know-how, trade secrets and confidential information,
customer and supplier lists and other proprietary knowledge
andinformationandallrightsunderlicencesandconsentsin
relation to any such rights and all rights and forms of
protection of a similar nature or having equivalent or similar
effect to any of these which may subsist anywhere in the
world for their full term, including renewals and extensions;
ionic strength a measure of concentration of ions in a solution
matrix material in which more specialised structures are embedded;
NHPD Natural Health Products Directorate, a division of Health
Canada that is responsible for implementation of the Natural
Health Product Regulations, including Good Manufacturing
Practices, for Natural Health Products for sale in Canada;
NRT Nicotine Replacement Therapy, the remedial administration
of nicotine to the body by means other than tobacco, usually
as part of smoking cessation;
OTC Over-the-Counter,beingproductsthatmaybesolddirectlyto
a consumer without a prescription from a healthcare
professional, as compared to prescription drugs, which may
be sold only to consumers possessing a valid prescription;
PAP phthaloylaminoperoxycaproicacid,atypicalbleachingagent;
pH a measure of the acidity or alkalinity of a solution;
polyacrylic any polymer of acrylic acid;
polymer a large molecule formed by the linkage between a large
number of smaller molecules (monomer);
10