FORM OF PURCHASE AGREEMENT
Exhibit
99.3
FORM
OF PURCHASE AGREEMENT
Amarin
Corporation plc
0
Xxxxxx
Xxxxxx
Xxxxxx
X0X
0XX, Xxxxxxx
Ladies
and
Gentlemen:
The
undersigned, ______________ (the “Investor”), hereby confirms its agreement with
you as follows:
1. This
Purchase Agreement (the “Agreement”) is made as of October 18, 2006 between
Amarin Corporation plc, a public limited company registered in England and
Wales
(the “Company”), and the Investor.
2. Pursuant
to the terms of the offer contained in the prospectus included in the
Registration
Statement on Form F-3, File No. 333-135718
(the
“Registration Statement”), which registration statement was filed with the
Securities and Exchange Commission (the “Commission”) on July 12, 2006 and was
declared effective by the Commission on August 2, 2006, and is effective on
the
date hereof
and the
prospectus supplement appended to such prospectus (such documents, together
with
the documents incorporated by reference in such prospectus and prospectus
supplement, being referred to collectively herein as the “Prospectus”), the
Investor hereby tenders to the Company this subscription for, and agrees to
purchase __________ordinary shares, ₤0.05 par value per share, (the “Shares”) of
the Company at a per share purchase price of $2.09 per Share.
3. The
Investor hereby requests that the Company issue the Shares within three New
York
business days after the date hereof, following payment of the purchase price
therefor as provided herein, and directs the Company to issue the Shares in
the
name of National City Nominees Limited of Citigroup Centre, Canada Square,
Xxxxxx Xxxxx, Xxxxxx, X00 0XX, being the nominee of Citibank N.A, the Company’s
depositary for its American Depositary Receipt (“ADR”) program (the “ADR
Depositary”) against the issuance by the ADR Depositary of ADRs in the name of,
or as otherwise instructed below by, the Investor.
4. The
Company will advise the Investor after receipt of this subscription whether
this
subscription has been accepted or rejected. If this subscription is
rejected, the amount paid by the Investor herewith shall be returned without
interest or deduction, and this subscription thereby shall be canceled and
be of
no further force or effect. If this subscription is rejected the Investor
agrees to destroy or return to the Company the Prospectus and all other
documents concerning the offering of the Shares. The Investor may not
withdraw this subscription or any amount paid pursuant thereto except as
otherwise provided below. The Investor understands and agrees that
(i) the Company’s obligations under this Agreement are not binding upon the
Company until the Company accepts the Investor’s subscription, which acceptance
is at the sole
discretion
of the Company and is to be evidenced by the Company’s execution of this
Agreement where indicated; and (ii) the Company may, in its sole
discretion, reject this subscription in whole or in part and reduce this
subscription in any amount and to any extent, whether or not pro rata reductions
are made to any other third party subscriber’s subscription.
5. The
completion of the purchase and sale of the Shares (the “Closing”) shall occur at
the office of Xxxxxx Xxxxxx & Xxxxxxx llp,
at 10:00
A.M., New York City time, on October 23, 2006 (or at such other place
as shall be agreed upon by Banc of America Securities LLC (the “Placement
Agent”) and the Company) (the “Closing Date”). The Investor shall wire funds for
the Shares by 12:00 p.m. New York City time on Thursday, October 19, 2006.
All wires should be sent to the Company’s account at:
|
Bank:
|
Wachovia
Bank, NY, USA.
|
|
ABA
No:
|
000-000-000
|
|
For
the account of:
|
Lloyds
TSB plc
|
|
Swift
Code:
|
XXXXXX0XXXX
|
For
further credit to:
|
Lloyds
XXX,
|
|
|
Xxxxxxx
Xxxxx
|
|
|
Xxx,
Xxxxxxxxx
|
|
|
XX0
0XX
|
|
|
U.K.
|
|
|
Account
Name:
|
Amarin
Corporation plc
|
|
Account
No:
|
00000000
|
|
Sort
Code:
|
30
-
93 - 05
|
|
Swift
Code:
|
XXXXXX00000
|
|
IBAN
No:
|
XX00
XXXX 0000 0000 0000 00
|
6. At
the
Closing, subject to receipt of the funds by the Company within the time
prescribed and otherwise in accordance with this Agreement, the Company shall
promptly:
(a)
to cause the CREST account of the nominee of the ADR Depositary to be credited
with the Shares purchased hereby; and
(b)
instruct the ADR Depositary to issue ADRs in the amount to be registered to
a
nominated Depository Trust Company (“DTC”) account designated by the Investor in
writing, in each case, as indicated below.
7. The
Investor represents and warrants to, and covenants with, the Company that (i)
the Investor has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all necessary action to authorize the execution, delivery and performance of
this Agreement, (ii) the Investor has such knowledge and experience in financial
and business matters that the Investor is capable of evaluating the
merits
and
risks of the transactions contemplated hereby, (iii) the Investor is purchasing
the Shares for its own account, in the ordinary course of its business and
the
Investor has no arrangement, directly or indirectly, with any person to
participate in the distribution of the Shares, and (iv) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Investor
herein may be legally unenforceable.
8. The
Investor has received and carefully reviewed the Prospectus. The Investor is
also aware of and acknowledges the following:
(a)
that
no Federal or state agency has made any finding or determination regarding
the
fairness of this subscription for investment, or any recommendation or
endorsement of the Shares;
(b)
that
neither the officers, directors, agents, affiliates or employees of the Company,
nor any other person, has expressly or by implication, made any representation
or warranty concerning the Company other than as set forth in the Prospectus;
and
(c)
that
the past performance or experience of the Company, the Company’s officers,
directors, agents, or employees, will not in any way indicate or predict the
results of the ownership of Shares or of the Company’s activities or
performance.
9. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without giving effect to the principles of
conflicts of law.
10. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.
Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.
Investor
Name:
________________________________
Address:
________________________________
________________________________
________________________________
Telephone:
________________________________
Facsimile:
________________________________
Email:
________________________________
Social
Security Number or
Tax
Identification
Number:
________________________________
DTC
Account Details:
Name
of
DTC Participant:
________________________________
(your
broker or custodian bank)
Address
of
DTC Participant:
________________________________
(address
of your broker
or
custodian bank)
________________________________
________________________________
DTC
Participant Account Number:
________________________________
Client
Account (“Account Holder”)
number
at
DTC Participant:
________________________________
Address
of
Account Holder:
________________________________
________________________________
________________________________
________________________________________
INVESTOR
NAME
By:
____________________________________
Name:
Title:
AGREED
AND
ACCEPTED:
Amarin
Corporation plc,
a
public
company registered in England and Wales
By:
_____________________________________
Name:
Title:
