Rev-D1 PHARMA PATCH PLC
(an Irish public limited company)
REGULATION D PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
250,000 American Depositary Shares, each representing one Ordinary Share,
IR Pound .01 par value
Pharma Patch PLC
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇
FAX Number ▇▇▇-▇▇▇-▇-▇▇▇-▇▇▇▇
1. SUBSCRIPTION TO AMERICAN DEPOSITARY SHARES. The undersigned
(herein called the "Investor"), hereby subscribes for the purchase of the
number of American Depositary Shares ("ADS") indicated on the signature page
hereof, each ADS representing one Ordinary Share, IR Pound .01 par value, in
PHARMA PATCH PLC, an Irish public limited company (herein called "PHARMA
PATCH") for the account of the Investor upon the terms and conditions set
forth in this Subscription Agreement.
The subscription price for each ADS shall be (i) $0.50 per ADS in United
States funds, payable in cash upon acceptance hereof, and (ii) the delivery in
proper form, endorsed for transfer, of one (1) Class C Warrant previously
issued by PHARMA PATCH which shall be surrendered for cancellation.
2. DESCRIPTION OF OFFERING.
2.1. THE OFFERING. PHARMA PATCH is offering up to a maximum of
250,000 American Depositary Shares representing up to a maximum of 250,000
Ordinary Shares of PHARMA PATCH on a "best efforts" basis to a limited number
of qualified United States investors in a private placement offering of
securities exempt from the registration requirements of the United States
Securities Act of 1933, as amended (the "Securities Act"). The offering of
such ADS securities to investors who are residents or citizens of the United
States will be made pursuant to Regulation D promulgated under the Securities
Act and is herein called the "Offering". All of the ADS securities are being
offered at a price of $0.50 per ADS share in U.S. funds and the surrender for
cancellation of one (1) PHARMA PATCH Class C Warrant for each ADS sold in the
Offering. The Foreign Investor acknowledges receipt and has read and
understands information concerning the existing financial condition and a
proposed future plan of operation and proposed reorganization of PHARMA PATCH.
There are no minimum amount of subscriptions required in order for PHARMA
PATCH to accept any subscriptions to the Offering. The Offering will
terminate on February 29, 1996 unless extended at the option of PHARMA PATCH
for an additional period of not more than 15 days. PHARMA PATCH reserves the
right to terminate the Offering at any time, whether or not the maximum ADS
securities have been sold.
2.2. CLASS A WARRANTS TO BE SURRENDERED FOR CANCELLATION. Each Class
C Warrant to be transferred and surrendered for cancellation by PHARMA PATCH
pursuant to this Offering represents the right to purchase, for $10.00, a unit
of PHARMA PATCH securities consisting of one ADS, one-half of a Class A
Warrant and one-quarter of a Class B Warrant in PHARMA PATCH. Upon the
acceptance of his, her or its subscription to this Offering, the undersigned
Investor acknowledges that he, she or it is surrendering all rights
represented by such Class C Warrants and the other securities underlying the
Class
Regulation D Subscription Agreement -1-
C Warrants. In order to perform his, her or its obligations under this
Agreement with respect to the transfer and surrender of Class C Warrants, the
Investor represents and warrants to PHARMA PATCH as follows:
(a) The Investor is the owner of record and beneficially of a sufficient
number of Class C Warrants, free and clear of any liens, encumbrances or
other adverse claims, necessary to subscribe for the number of ADS
securities indicated on the signature page of this Agreement, and the
Investor has not sold, assigned, endorsed, transferred, deposited under
any agreement, hypothecated, pawned, pledged for any bank or brokerage
loan, or otherwise transferred any interest in such Class C Warrants to
any third party;
(b) Upon the tender of this subscription Agreement, the Investor shall
promptly
(i) cause certificates representing the Class C Warrants transferred
and surrendered in connection with this Offering to be delivered
to, and deposited with, PHARMA PATCH at its offices at ▇▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇;
(ii) deliver to PHARMA PATCH at said office in Dublin, Ireland a stock
power in the form attached hereto, duly endorsed for transfer of
said Class C Warrants to PHARMA PATCH with signature guaranteed by
a medallion signature guaranty;
(iii) if the Investor is a corporation, partnership or another entity
(other than an individual), deliver to PHARMA PATCH at said office
in Dublin, Ireland a certificate in the form attached hereto
confirming the authority of the officer, general partner or other
agent executing the aforesaid stock power on behalf of the
Investor.
The Investor agrees that it will, at any time and from time to time after this
subscription is accepted by PHARMA PATCH, do, execute, acknowledge and
deliver, or will cause to be done, executed, acknowledged and delivered, all
such further acts, assignments, transfers, powers and assurances as may be
required to enable PHARMA PATCH to cancel the Class C Warrants delivered in
payment of the applicable portion of the subscription price to ADS in this
Offering and hereby appoints PHARMA PATCH as the duly authorized agent and
attorney-in-fact of the Investor to cause such Class C Warrants to be
cancelled.
2.3. SECURITIES ACT RESTRICTIONS. The Investor acknowledges that the
ADS securities included in the Offering have not been registered under the
Securities Act or qualified under applicable state securities laws and that
the transferability thereof is restricted by the registration provisions of
the Securities Act as well as such state laws. Based upon the representations
and agreements being made by the Investor herein, the ADS securities are being
offered and sold pursuant to an exemption from such registration provided by
Sections 4(2) and/or Regulation D promulgated under Section 3(b) of the
Securities Act and applicable state securities law qualification exemptions.
2.4. NO BROKERS OR FINDERS FEES. The parties represent and warrant to
each other that each of them, to the best of their knowledge, have not
retained any broker, finder or agent or incurred any liability or obligation
for any brokerage, finders or other origination fees or commissions with
respect to this Agreement or the transactions contemplated hereby.
Regulation D Subscription Agreement -2-
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
By its acceptance of the subscription from the Investor hereunder,
PHARMA PATCH represents and warrants to the Investor as follows:
3.1. PHARMA PATCH is duly organized and validly existing in good
standing as a public limited company under the laws of the Republic of Ireland
with corporate power to enter into this Agreement and to conduct its business
as presently conducted.
3.2. PHARMA PATCH is a reporting foreign issuer under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and will cause all the
materials required to be filed by it pursuant to Section 13(a) of the Exchange
Act to be filed with the Securities and Exchange Commission so long as PHARMA
PATCH remains a reporting foreign issuer under the Exchange Act. PHARMA PATCH
has filed all materials, reports and documents required to be filed pursuant
to Section 13(a) of the Exchange Act for a period of at least twelve months
preceding the date of this Offering (or for such shorter period as it may have
been required to filed such materials). PHARMA PATCH has made available to
the Investor copies of PHARMA PATCH's filings with the Securities and Exchange
Commission for the last twelve months prior to the date of this Offering
including, without limitation, its last proxy statement to shareholders for
its annual general meeting of shareholders and audited financial statements
for its last fiscal year and unaudited interim financial statements for
periods subsequent thereto.
3.3. The ADS securities purchased hereunder, when issued and delivered
upon receipt of the subscription price, will be duly and validly authorized
and issued, fully paid and nonassessable securities of PHARMA PATCH and will
not subject the holders thereof to personal liability by reason of being such
holders.
3.4. This Agreement, upon its acceptance by PHARMA PATCH, has been
duly authorized, executed and delivered by PHARMA PATCH and is a valid and
binding agreement enforceable in accordance with its terms. PHARMA PATCH has
full power and authority necessary to enter into this Agreement and to perform
its obligations hereunder.
3.5. The execution and delivery of this Agreement, and the
consummation of the transactions contemplated herein, do not and will not
conflict with or result in a breach by PHARMA PATCH of any of the terms or
provisions of, or constitute a default under, its charter documents, its by-
laws, any action of its directors or stockholders, or any indenture, mortgage,
deed of trust or other agreement or instrument to which it is a party or by
which it or any of its properties or assets are bound, or any existing
applicable law, rule or regulation or any applicable decree, judgment or order
of any court, regulatory body, administrative agency or other governmental
body having jurisdiction over the undersigned or any of its properties or
assets.
4. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. In connection
with this Agreement and the transactions contemplated herein, the Investor
represents and warrants to PHARMA PATCH as follows:
4.1. The Investor has relied only on the information contained in this
Agreement and only such other information (if any) that has been provided in
writing by duly authorized representatives of PHARMA PATCH to the Investor.
The Investor has carefully read and reviewed this Agreement and any other
documentation provided in connection with this Offering, and has asked such
questions of management of
Regulation D Subscription Agreement -3-
PHARMA PATCH and received from them such information as he or she deems
necessary in order for the Investor to make an informed decision with respect
to an investment in the ADS securities of PHARMA PATCH's Common Stock. Except
as provided in this Agreement, the Investor warrants that no other
representations, statements or inducements were made to the Investor to
purchase the ADS securities. The Investor acknowledges that any projections
included in information furnished to the Investor are confidential and are
based upon certain assumptions as to future sales, expenses, operations,
available capital and other assets of PHARMA PATCH and its affiliates, and
there can be no guarantee or assurance that PHARMA PATCH's future operations
will attain the levels included in any such projections.
4.2. The Investor has sufficient knowledge and experience of financial
and business matters so that he or she is able to evaluate the relative merits
and risks of purchasing the ADS securities. The Investor has not received any
general solicitation or advertising regarding this Offering. The Investor is
aware that an investment in the ADS securities is a speculative investment, is
not liquid, and involves a high degree of risk of loss. The Investor further
understands and agrees that the securities may be sold only if they are
subsequently registered under the Securities Act and qualified under any
applicable state securities laws or, in the opinion of counsel satisfactory to
PHARMA PATCH, an exemption from such registration and qualification is
available. The Investor understands that the transfer of the ADS securities
will be prohibited absent full compliance with the Securities Act and all
applicable state securities laws. The Investor agrees that the certificates
representing the ADS securities will bear legends indicating that subsequent
transfer of these securities is restricted by reason of the fact that they
have not been registered or qualified under federal securities laws.
4.3. The Investor's commitment in direct participation in investments
in restricted securities is reasonable in relation to his or her net worth.
The investment of the Investor in the ADS securities will in no event exceed
10% of the net worth of the Investor. The Investor has the means to provide
for his or her personal needs, possesses the ability to bear the economic risk
hereunder indefinitely, and can afford a complete loss of his or her
investment.
4.4 The Investor is acquiring the ADS securities for his or her own
account only, for long-term investment and not with a view toward resale or
distribution thereof. The Investor realizes that the ADS securities must not
be purchased unless the Investor has liquid assets sufficient to assure that
this investment will cause no undue financial difficulties and the Investor
can provide for current financial needs and possible personal contingencies
from other funds.
4.5. All information which the Investor has provided to PHARMA PATCH or
its representatives concerning the Investor's financial position and knowledge
of investment matters is correct and complete as of the date set forth herein.
If the Investor is an "accredited investor" within the meaning of Regulation D
under the Securities Act, the undersigned has reviewed carefully the
definition of Investor set forth in Exhibit B attached hereto and is an
"accredited investor" within that definition. The Investor understands that
PHARMA PATCH cannot determine whether it will be in a position to accept this
subscription before reviewing suitability information supplied by the
Investor.
4.6. The Investor acknowledges that PHARMA PATCH has offered to make
available, prior to this subscription, to each prospective investor, the
opportunity to ask questions of, and receive written answers from, authorized
representatives of PHARMA PATCH concerning the terms and conditions of this
Offering, the existing and proposed operations of PHARMA PATCH, and any other
Regulation D Subscription Agreement -4-
relevant matters, and to obtain any additional written information, to the
extent that PHARMA PATCH possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of any
information provided in connection with the Offering.
4.7. This Agreement has been duly authorized, executed and delivered by
the Investor and is a valid and binding agreement enforceable in accordance
with its terms. The Investor has full power and authority necessary to enter
into this Agreement and to perform his or her obligations hereunder.
5. OTHER PROVISIONS.
5.1. Each of the parties understand that no governmental agency of any
jurisdiction has passed upon or made any recommendation or endorsement of the
ADS securities, the transactions contemplated by this Agreement, or an
investment in the ADS securities.
5.2 This Subscription Agreement may be executed in one or more
counterparts and transmitted by facsimile telephonic transmission, each of
which shall be deemed to constitute an original and shall become effective
when one or more counterparts have been signed by each of the parties hereto
and delivered or transmitted by facsimile telephonic transmission to the other
party.
5.3 Each of the undersigned agrees to pay its own expenses incident to
the performance of its obligations hereunder.
5.4 Each of the undersigned agree this Agreement shall be governed by
and construed in accordance with the laws of the Republic of Ireland, and
without regard to principles of conflicts of law.
5.5 The headings of the sections of this Agreement have been inserted
for convenience of reference only, and shall not be deemed to be a part of
this Agreement.
5.6 Time shall be of the essence of this Agreement.
(SIGNATURE PAGE FOLLOWS)
Regulation D Subscription Agreement -5-
SIGNATURE PAGE
The undersigned hereby agrees to purchase ____________ American
Depositary Shares in PHARMA PATCH at $0.50 per ADS for a total cash
subscription price of $ _____________________.
The following is a true and correct schedule of the PHARMA PATCH Class C
Warrants to be surrendered for cancellation upon your acceptance of this
subscription, all of which currently are registered in the name of the
undersigned Investor:
CLASS C WARRANTS TO BE SURRENDERED:
Certificate Number Number of Class C Warrants
__________________ __________________________
__________________ __________________________
ATTACH LIST IF MORE ROOM IS REQUIRED
Date: ___________________________, 1996
------------------------------------------------------------------------------
[Signature(s)]
------------------------------------------------------------------------------
[Please print name as it should appear on your certificates]
ADDRESS:
TELEPHONE NUMBER:______________________
_____________________________________
FAX NUMBER: ___________________________
_____________________________________
SOCIAL SECURITY OR
_____________________________________ IRS IDENTIFICATION NUMBER: ___________
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
This Agreement is accepted as of _________________________ 1996
for PHARMA PATCH PLC in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇:
By: _____________________________________________________________
[Authorised Signature]
Name and Title of Signing Officer: ______________________________
Date: ____________________________________ , 1996
Regulation D Subscription Agreement -6-
EXHIBIT A -- SUITABILITY INFORMATION
(ALL INVESTORS MUST COMPLETE)
1. I represent to PHARMA PATCH that my net worth is in excess of the
following amount (in calculating "net worth," the value of a principal
residence must be valued at cost or at a written appraised value used by an
institutional lender to make a loan secured by the property, in either case
net of current encumbrances on the property.):
[ ] $ 250,000, of which _________ represents the value of my residence.
[ ] $ 500,000, of which _________ represents the value of my residence.
[ ] $ 750,000, of which _________ represents the value of my residence.
[ ] $1,000,000, of which _________ represents the value of my residence.
2. I represent to PHARMA PATCH that my annual income in each of the last
two (2) years has been in excess of the following amount and that I have no
reason to believe that such annual income would be reduced in future years:
[ ] $ 75,000, of which _________ represents salary and wages.
[ ] $ 100,000, of which _________ represents salary and wages.
[ ] $ 150,000, of which _________ represents salary and wages.
[ ] $ 200,000, of which _________ represents salary and wages.
[ ] $ 300,000, of which _________ represents salary and wages.
3. Name and address of Employer, and Position of the Investor with
Employer:
_________________________________________
_________________________________________
_________________________________________
4. I currently own the following securities for investment purposes:
_________________________________________
_________________________________________
_________________________________________
5. Education -- I have received the following degrees from the educational
institutions listed below:
_________________________________________
_________________________________________
I certify that the above information is true and correct, and I agree to
furnish any additional information requested by PHARMA PATCH concerning my
ability to qualify as an investor in the Offering.
_________________________________
Signature
Regulation D Subscription Agreement -7-
EXHIBIT B -- FOR ACCREDITED INVESTORS ONLY
THE UNDERSIGNED SUBSCRIBER IS AN ACCREDITED INVESTOR BY REASON OF
SUBPARAGRAPH ______________ SET FORTH BELOW.
If the Investor is an "accredited investor" within the meaning of Rule
501(a) of Regulation D promulgated under the Securities Act, I understand that
"accredited investor" is defined as follows:
(A) Certain banks, savings and loan institutions, broker-dealers, investment
companies and other entities including an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act of
1974 with total assets in excess of $5,000,000;
(B) Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
(C) Any organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
Shares, with total assets in excess of $5,000,000;
(D) Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;
(E) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000;
(F) Any natural person who had an individual income in excess of $200,000
or, with that person's spouse a joint income in excess of $300,000, in
each of the two most recent years and who reasonably expects an income
in excess of $200,000 (or joint income with that person's spouse in
excess of $300,000) in the current year;
(G) Any trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Section
230.506(b)(2)(ii) of Regulation D, i.e. a person having such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective investment; or
(H) Any entity in which all of the equity owners are accredited investors
under any of the paragraphs above.
______________________________
Signature
[DO NOT SIGN UNLESS YOU HAVE COMPLETED A PARAGRAPH NUMBER
CONFIRMING YOU ARE AN "ACCREDITED INVESTOR" AS DEFINED ABOVE]
Regulation D Subscription Agreement -8-
