The subscription price for any Ordinary Shares to be subscribed by Darwin under a subscription notice will be at a 5 per cent. discount to the average of the three lowest reference prices where the reference prices will be the volume weighted average price of Ordinary Shares for each of 15 trading days following delivery of a subscription notice (the "Pricing Period"). Silence is also obliged to specify in each subscription notice a minimum price (the "Floor Price") below which Ordinary Shares will not be issued to Darwin. The Company will have the right to modify that Floor Price at any time with the consent of Darwin during the relevant Pricing Period. The number of Ordinary Shares issued on each draw down may not exceed 25 per cent. of the issued Ordinary Shares as enlarged by the issue.
The maximum number of Ordinary Shares which may be issued under any individual subscription notice will be 400 per cent. of the average daily trading volume of Silence's Ordinary Shares over the 15 trading days preceding the issue of the relevant subscription notice. The number of shares to be issued may be reduced in certain circumstances, including where the Floor Price is not maintained, the Company's shares not being traded or the Company having suffered a material adverse effect during the Pricing Period. There is an over-allotment facility available to the Company under which the Company may authorise Darwin at Darwin's discretion to increase the amount of draw down by up to the aggregate undrawn amount under the Equity Finance Facility.
The issuance of a subscription notice is conditional upon the satisfaction of certain subscription notice conditions (the "Subscription Notice Conditions") which have been agreed between Darwin and the Company. Any subscription notice which Silence may issue wi
|SOURCE Silence Therapeutics Plc|
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