REG - Abingdon Health PLC - Proposed Placing and Retail Offer
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RNS Number : 1714D Abingdon Health PLC 13 October 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
ABINGDON HEALTH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ABINGDON
HEALTH PLC OR ANY OTHER ENTITY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED
STATES. THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, DELIVERED OR TRANSFERRED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE COMPANY DOES NOT INTEND
TO REGISTER ANY PORTION OF THE PLACING IN THE UNITED STATES OR TO CONDUCT A
PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
ZEUS CAPITAL LIMITED ("ZEUS"), WHICH IS AUTHORISED AND REGULATED IN THE UNITED
KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING FOR THE COMPANY AND FOR
NO-ONE ELSE IN CONNECTION WITH THE PLACING, AND ZEUS WILL NOT BE RESPONSIBLE
TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS
CUSTOMERS OR FOR PROVIDING ADVICE TO ANY OTHER PERSON IN RELATION TO THE
PLACING OR ANY OTHER MATTER REFERRED TO HEREIN.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE,
"FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS
"BELIEVES", "ESTIMATES", "FORECASTS", "PLANS", "PREPARES", "ANTICIPATES",
"PROJECTS", "EXPECTS", "INTENDS", "MAY", "WILL", "SEEKS", "SHOULD" OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY
DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR
INTENTIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT
HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS
ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE COMPANY'S AND THE DIRECTORS'
INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS CONCERNING, AMONGST OTHER THINGS,
THE COMPANY'S PROSPECTS, GROWTH AND STRATEGY, PLANNED WORK AT THE COMPANY'S
PROJECTS AND THE EXPECTED RESULTS OF SUCH WORK. BY THEIR NATURE,
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES BECAUSE THEY RELATE
TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. THE
COMPANY'S ACTUAL PERFORMANCE, ACHIEVEMENTS AND FINANCIAL CONDITION MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT. IN ADDITION, EVEN IF THE COMPANY'S RESULTS OF
OPERATIONS, PERFORMANCE, ACHIEVEMENTS AND FINANCIAL CONDITION ARE CONSISTENT
WITH THE FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT, THOSE RESULTS OR
DEVELOPMENTS MAY NOT BE INDICATIVE OF RESULTS OR DEVELOPMENTS IN SUBSEQUENT
PERIODS. ANY FORWARD-LOOKING STATEMENTS THAT THE COMPANY MAKES IN THIS
ANNOUNCEMENT SPEAK ONLY AS OF THE DATE OF SUCH STATEMENT AND (OTHER THAN IN
ACCORDANCE WITH THEIR LEGAL OR REGULATORY OBLIGATIONS) NEITHER THE COMPANY,
NOR ZEUS NOR ANY OF THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS OR
ADVISERS SHALL BE OBLIGED TO UPDATE SUCH STATEMENTS. COMPARISONS OF RESULTS
FOR CURRENT AND ANY PRIOR PERIODS ARE NOT INTENDED TO EXPRESS ANY FUTURE
TRENDS OR INDICATIONS OF FUTURE PERFORMANCE, UNLESS EXPRESSED AS SUCH, AND
SHOULD ONLY BE VIEWED AS HISTORICAL DATA.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON
THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY
EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
13 October 2025
Abingdon Health plc
("Abingdon Health", the "Group" or the "Company")
Proposed Placing to raise up to £3.34 million and Retail Offer to raise up to
£200,000
Funds will be used to accelerate expansion operations in the USA,
enhance working capital for new higher revenue-generating projects
including recent major contract wins and anticipated pipeline opportunities
Abingdon Health plc (AIM: ABDX) a leading international developer,
manufacturer and regulatory services provider for rapid diagnostic tests and
med-tech, announces a proposed equity fundraising of up to £3.34 million
(before expenses) by way of a placing of up to 55,666,666 new Ordinary Shares
of 0.025 pence each ("Placing Shares") at the issue price of 6 pence per share
("Placing Price") to certain institutional and other investors (the
"Placing").
The Placing is to be conducted by way of an accelerated bookbuild process
which will commence immediately following this Announcement and will be
subject to (i) the terms and conditions (the "Terms and Conditions") set out
in Appendix I to this Announcement; and (ii) the requisite shareholder
approval at the Company's forthcoming General Meeting. The Placing Shares will
be issued fully paid and will rank pari passu in all respects with the
Company's Existing Ordinary Shares.
Furthermore, to enable other Shareholders not able to participate in the
Placing an opportunity to subscribe for new Ordinary Shares and to mitigate an
element of dilution, the Company is proposing to raise up to an additional
£200,000 (before expenses) by way of a retail offer to its existing
shareholders via the Bookbuild Platform (the "Retail Offer") of up
to 3,333,333 new Ordinary Shares at the Placing Price. The Retail Offer is
intended to be launched after the close of the accelerated book build ("ABB")
and conditional upon, inter alia, the Resolutions being passed at the General
Meeting. A separate announcement will be made shortly regarding the Retail
Offer and its terms.
Zeus Capital Limited ("Zeus" or the "Bookrunner") is acting as sole broker in
relation to the Placing. A placing agreement has been entered into today
between the Company and Zeus in connection with the Placing (the "Placing
Agreement").
A further announcement confirming the closing of the Placing and the number of
new Ordinary Shares to be issued pursuant to the Placing is expected to be
made in due course.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix II of this Announcement,
unless the context requires otherwise.
Fundraising Highlights
• Fundraising by way of the Placing to raise up to approximately £3.34 million
(before expenses) through the issue of up to 55,666,666 new Ordinary Shares at
the Placing Price.
• Placing to be conducted by way of an ABB launching immediately following this
Announcement.
• Retail Offer to be launched following the close of the ABB via the BookBuild
Platform.
• Net proceeds of the Fundraise will be used to accelerate expansion operations
in the USA, enhance working capital required in new higher revenue-generating
projects including recent major contract wins and future anticipated pipeline
opportunities.
• Immediately on completion of the Fundraise, the Directors anticipate that the
Company will have cash resources in excess of approximately £4 million.
• Placing Price of 6 pence per Placing Share represents a discount of
approximately 0.8 per cent. to the Closing Price of 6.05 pence per Ordinary
Share on 10 October 2025, being the last practicable date prior to this
Announcement.
• The Placing Shares, assuming full take-up of the Placing and pursuant to the
Company's General Meeting, will represent approximately 22 per cent. of the
Enlarged Issued Share Capital.
• The final number of Placing Shares will be agreed by Zeus and the Company at
the close of the ABB, and the result of the Placing will be announced as soon
as practicable thereafter.
• The timing for the close of the ABB and allocation of the Placing Shares shall
be at the discretion of Zeus, in agreement with the Company. The Placing is
not underwritten.
• Zeus is the Nominated Adviser to the Company. Zeus is acting as sole broker to
the Company in relation to the Placing.
• The Appendix I to this Announcement (which forms part of this Announcement)
contains the detailed terms and conditions of the Placing.
Dr Chris Hand, Executive Chairman of Abingdon Health plc, commented:
"We are delighted to announce this fundraise to support the accelerated growth
of our business.
"These funds will allow further expansion of Abingdon Health USA Inc, where we
are seeing significant customer interest in our end-to-end service offering
from US-based clients with a requirement for development and manufacturing
work to take place in the USA. It will also provide working capital to support
the ongoing growth of the business and execution of new larger
revenue-generating projects including recently announced contracts and further
anticipated projects in the pipeline.
"I would like to thank all of our shareholders for their continued support."
Background to the Placing and Current Trading
As announced in the trading statement released on 5 August 2025, the Company
expects FY25 revenue to be in line with market expectations at £8.6 million,
up from £6.1 million in FY24. Cash at bank and in hand as of 30 June 2025
stood at £1.9 million, compared to £3.7 million at mid-year 2024.
The Company recently announced a series of recent contract wins and strategic
partnerships that are anticipated to contribute to revenue growth in FY26:
• c. €2 million CDMO contract win for companion diagnostic test covering
development, scale-up, technical transfer, manufacture and full regulatory
approval support with a European biotech company;
• c. $2.5 million CDMO contract win for development and regulatory approval of
companion diagnostic, point-of-care test with global pharma company;
• c. $2 million contract win for development of sexually transmitted disease
(STD) tests with US company running across 2025 and into 2026;
• c. £0.8 million funding award via UK Research and Innovation alongside
distinguished group of partners including Institut de Pasteur and FIND to
develop point-of-care rapid diagnostic tests for malaria; and
• Strategic partnerships with Okos Diagnostics to jointly develop and
commercialise avian flu (H5N1) lateral flow kits for poultry, bovine health
and human applications; prototypes currently being tested.
Additionally, recent acquisitions (IVDeology and CS Lifesciences) are
performing in line with management expectations, while investments in Abingdon
Analytical Ltd and Abingdon Health USA Inc. are supporting the new contract
wins.
The Company is pleased to confirm that revenue for the first half of FY26 has
started strongly compared to H1 FY25, supported by larger and longer-term
projects that have helped reduce the usual seasonal dip in H1 performance. The
Company anticipates strong growth for the full year, with FY26 revenue
projected at £12.6 million, in line with market expectations.
Based on these developments, the Board remains confident in continued strong
revenue growth and is maintaining its target of achieving a cash-flow positive
position during calendar year 2026.
The Fundraising proceeds will be used to accelerate the expansion of
operations at Abingdon Health USA, and to enhance working capital to support
new higher-revenue projects including recent major contract wins and future
anticipated pipeline opportunities. Further information can be found below.
Use of Proceeds
The net proceeds receivable by the Company pursuant to the Fundraising are
expected to be approximately £3.3 million (assuming the Retail Offer is fully
subscribed).
The proceeds from the Fundraising will be used to support key strategic
initiatives across the Group. Firstly, investment will be directed towards the
expansion of Abingdon Health USA, with plans to scale up operations at the
Madison, Wisconsin facility. This includes fitting out additional
manufacturing space, acquiring new equipment, and launching performance
evaluation services to enhance the site's capabilities, along with additional
personnel and ISO accrediation.
Secondly, funds will be used to strengthen working capital, enabling the
Company to effectively execute a growing pipeline of higher revenue-generating
projects. This includes recent contract wins, including a US$2.5 million
companion diagnostic contract with a global pharmaceutical company announced
in July 2025, and a €2 million agreement with a European biotech firm for
lateral flow test development and regulatory approval. Additional funding will
also be allocated to support anticipated future projects currently in
development.
The Placing
The Company intends to issue up to 55,666,666 new Ordinary Shares (the
"Placing Shares"), to raise gross proceeds of up to approximately £3.34
million, to participants in the Placing. The Placing is conditional upon,
inter alia, the approval by the Shareholders of the Resolutions to be proposed
at the General Meeting to be held at the offices of the Company at York
Biotech Campus, Sand Hutton, York, YO41 1LZ at 9.00 a.m. on 30 October 2025.
A circular, containing further details of the Placing, notice of General
Meeting and proxy form (together the "Circular") will be posted to
Shareholders shortly after the results of the ABB and will be made available
on the Company's website https://www.abingdonhealth.com/investors
(https://www.abingdonhealth.com/investors) .
Zeus is acting as bookrunner in connection with the Placing. The Placing
Shares are being offered by way of an ABB, which will be launched immediately
following this Announcement, in accordance with the terms and conditions set
out in Appendix I to this Announcement.
Admission of the Placing Shares (the "Admission") is, conditional, inter alia,
Admission becoming effective, the Placing Agreement not having been terminated
and becoming unconditional and upon the approval of the Resolutions to be put
to the Shareholders at the General Meeting expected to be held on or around 30
October 2025. A formal notice of General Meeting, setting out the Resolutions,
will be included in the Circular to Shareholders expected to be published on
or around 14 October 2025.
The issue of the Placing Shares is not conditional on issue of the of the
Retail Offer Shares. Should the Resolutions not be passed at the General
Meeting, the issue of the Placing Shares and Retail Offer Shares will not
proceed.
In connection with the Placing, the Company has entered into the Placing
Agreement with Zeus which contains certain customary warranties given by the
Company with respect to the accuracy of the information in this Announcement
and other matters relating to the Group and its business and customary
indemnities given by the Company in respect of liabilities arising out of or
in connection with the Placing. The Bookrunner has the right to terminate the
Placing Agreement in certain circumstances prior to Admission and, in
particular, in the event of a breach of the warranties given to the Bookrunner
in the Placing Agreement, the occurrence of a force majeure event or a
material adverse change affecting the condition, or the earnings or business
affairs or prospects of the Group as a whole, whether or not arising in the
ordinary course of business.
The Placing is conditional, amongst other things, on:
• the passing of the Resolutions at the General Meeting without amendment;
• admission of the Placing Shares becoming effective by no later than 8.00 a.m.
on 31 October 2025 (or such later time(s) and / or date(s) as the Company and
the Bookrunner shall agree, not being later than 28 November 2025);
• the delivery by the Company to the Bookrunner of certain documents required
under the Placing Agreement, on signing and at Admission;
• the Company having fully performed its obligations under the Placing Agreement
to the extent that such obligations fall to be performed prior to Admission;
and
• the Placing Agreement not having been terminated by the Bookrunner in
accordance with its terms.
For the avoidance of doubt, if the Placing Agreement between the Company and
Zeus is terminated prior to Admission then the Placing will not occur.
The Placing Shares, assuming full take-up pursuant to the Placing, will
represent approximately 22% per cent. of the Company's Enlarged Issued Share
Capital.
Zeus is acting as agent for the Company and has agreed to use its reasonable
endeavours to place up to 55,666,666 Placing Shares at the Placing Price with
new and existing investors. The final number of Placing Shares will be agreed
between Zeus and the Company at the close of the ABB and the result will be
announced as soon as practicable thereafter. The timing for the close of the
ABB and allocation of the Placing Shares shall be at the discretion of Zeus,
in agreement with the Company. The Placing is not underwritten. Appendix I to
this Announcement (which forms part of this Announcement) contains the
detailed terms and conditions of the Placing.
The timing of the closure of the Placing and the allocation of the Placing
Shares to be issued at the Placing Price are to be determined at the
discretion of the Company and the Bookrunner. The Placing is not conditional
on the Retail Offer proceeding or on any minimum take-up under the Retail
Offer.
Retail Offer
The Company values its Shareholder base and believes that it is appropriate to
provide its eligible Retail Investors in the United Kingdom the opportunity to
participate in the Retail Offer. The Retail Offer will allow existing Retail
Investors to subscribe in the Fundraising by participating for Retail Offer
Shares at the Placing Price via the Bookbuild Platform and conditional upon,
inter alia, the Resolutions being passed at the General Meeting.
Pursuant to the terms of the Retail Offer, the Company intends to make the
Retail Offer to Retail Investors only through Intermediaries via the Bookbuild
Platform.
Conditional on, inter alia, the Resolutions being duly passed at the General
Meeting, the Placing proceeding and Admission, up to 3,333,333 Retail Offer
Shares will be issued to eligible Retail Investors by way of the Retail Offer
at the Placing Price to raise proceeds of up to approximately £200,000
(before expenses).
The Retail Offer Shares are not part of the Placing and are not Placing
Shares. The Retail Offer is not underwritten. No prospectus will be published
in connection with the Retail Offer.
If the Retail Offer is taken up in full, the Retail Offer Shares will
represent approximately 1.3 per cent. of the Enlarged Share Capital. The
Retail Offer Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares then in issue.
Further information on the Retail Offer and how Retail Investors can
participate in the Retail Offer will be contained in a further announcement.
Tax
The Company is seeking to raise funds by the issue of certain Placing Shares
to VCTs. Such Placing Shares are intended to rank as "eligible shares" for the
purposes of VCT investors and a "qualifying holding" for the purposes of an
investment by VCTs, pursuant to the relevant respective sections of ITA 2007.
The Company has obtained a written opinion from specialist tax advisers
confirming that the Company would, subject to the relevant limits on such
issuances, be able to issue part of the Placing Shares as "eligible shares"
under the relevant sections of the ITA 2007.
Neither the Company nor the Directors give any warranties or undertakings that
VCT reliefs will be granted in respect of Placing Shares issued as VCT
qualifying shares pursuant to the Placing. Neither the Company nor the
Directors give any warranties or undertakings that VCT reliefs, if granted,
will not be withdrawn. If the Company carries on activities beyond those
disclosed to HMRC in a prior advance clearance obtained in connection with a
previous placing of Ordinary Shares in the Company, then Shareholders may
cease to qualify for the tax benefits. Placees must take their own advice and
rely on it.
Admission to trading
Application will be made to the London Stock Exchange for Admission of the
Placing Shares and Retail Offer Shares to trading on AIM. Subject to the
passing of the Resolutions at the General Meeting, it is expected that
Admission will become effective and dealings in the Placing Shares and Retail
Offer Shares will commence at 8.00 a.m. on or around 31 October 2025.
A further announcement will be made following the closure of the Placing,
confirming final details of the Placing.
A separate annoucement will be made following the closure of the Retail Offer,
confirming final details of the Retail Offer.
Following Admission of the Placing Shares and Retail Offer Shares, the total
issued ordinary share capital of the Company is expected to comprise
252,630,820 Ordinary Shares with voting rights (assuming full take up of the
Placing Shares and Retail Offer Shares). This figure may be used by
Shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company's share capital.
The Placing is not being underwritten and the Placing is not conditional on a
minimum amount being raised.
General Meeting
The Board is seeking the approval of Shareholders to issue and allot the
Placing Shares and the Retail Offer Shares at the General Meeting.
The Company's General Meeting will be held at York Biotech Campus, Sand
Hutton, York YO41 1LZ at 9.00 a.m. on 30 October 2025. Further details of the
General Meeting will be included in a Circular to Shareholders, to be posted
to Shareholders on or around the date of this Announcement.
Expected Timetable Of Principal Events
2025
Announcement of the results of the Placing following the carrying out of the 14 October
ABB
Publication and posting of the Circular and Forms of Proxy 14 October
Launch of Retail Offer 14 October
Announcement of the results of the Retail Offer 17 October
Latest time and date for receipt of Forms of Proxy or electronic proxy 9.00 a.m. on 28 October
appointments for the General Meeting
General Meeting 9.00 a.m. on 30 October
Results of the General Meeting announced 30 October
Admission and commencement of dealings in the Placing Shares and Retail Offer 31 October
Shares
CREST accounts expected to be credited with Placing Shares and Retail Offer 31 October
Shares in uncertificated form (uncertificated holders only)
Expected despatch of definitive share certificates for Placing Shares in Within 10 Business Days of Admission
certificated form (certificated holders only)
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to Shareholders by
announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise
stated.
3. The admission and commencement of dealings in the Placing Shares
and Retail Offer Shares on AIM are conditional on, inter alia, the passing of
the Resolutions at the General Meeting.
This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014, as amended, as it forms part of the domestic law of
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended ("MAR"). In addition, market soundings (as defined in MAR) were taken
in respect of the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its securities.
Enquiries:
Abingdon Health plc www.abingdonhealth.com/investors/ (http://www.abingdonhealth.com/investors/)
Chris Hand, Executive Chairman Via Walbrook PR
Tom Hayes, Chief Financial Officer
Zeus (Sole Broker and Nominated Adviser) Tel: +44 (0)20 3829 5000
Antonio Bossi / Darshan Patel / Jacob Walker (Corporate Finance)
Nick Searle / Fraser Marshall (Corporate Broking)
Walbrook PR (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
(mailto:abingdon@walbrookpr.com)
Paul McManus / Alice Woodings Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654
About Abingdon Health plc
Abingdon Health Group is a leading med-tech contract service provider
offering its services to an international customer base.
The Group's CDMO
(https://www.abingdonhealth.com/services/your-complete-lateral-flow-partner/)
expertise offers lateral flow product development, regulatory support,
technology transfer and manufacturing services for customers looking to
develop new assays or transfer existing laboratory-based assays to a lateral
flow format. Abingdon Health has the internal capabilities to take lateral
flow projects, in areas such as infectious disease and clinical testing,
including companion diagnostics, animal health and environmental testing, from
initial concept through to routine manufacturing; from "idea to commercial
success". Abingdon Analytical Ltd offers performance evaluation for lateral
flow and other in vitro diagnostic assays from its Doncaster laboratory.
Abingdon's regulatory services companies, Compliance Solutions (Life Sciences)
and IVDeology, provide a broad range of regulatory services to the in vitro
diagnostic and wider medical device industry, to support customers in bringing
products to market across a range of territories including the USA, EU and the
UK. Our consultancy services range from design, implementation and maintenance
of quality management systems, preparation of technical files for regulatory
approvals, part-time and interim management support, auditing both internal
and external, management reviews and presentations, training and mentoring.
Founded in 2008, Abingdon Health is headquartered in York, England with
laboratories in Doncaster, England and laboratories and commercial offices in
Madison, Wisconsin, USA.
Abingdon Health's brochure
(https://www.abingdonhealth.com/wp-content/uploads/2025/06/Abingdon-Health-Group-Leaflet-JUN2025.pdf)
outlines the comprehensive support the Group can now provide to its
international customers. For more information visit: www.abingdonhealth.com
(https://urldefense.proofpoint.com/v2/url?u=http-3A__www.abingdonhealth.com_&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=b40MoFA_Q_fdsT77LXB5t3JFUZjlmpd2MVbmgvoBIOo&m=5rmPWmSeAYNtvo-wVGL_4V7p0wZ2qRPhbqDj6E6FHnhVakMVyzvk7wZG1jS6vI4P&s=Cd1Yy0EoU5vx33xedoTE3bCKbljgDOIRD8ol-bb59BM&e=)
.
Additional Information
Details of the Placing Agreement and the Placing Shares
Zeus has entered into the Placing Agreement with the Company under which, on
the terms and subject to the conditions set out in the Placing Agreement,
Zeus, as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at the Placing
Price.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of such Ordinary Shares after the date of Admission.
The Bookrunner intends to conditionally place the Placing Shares with certain
institutional and other investors at the Placing Price.
Admission of the Placing Shares is conditional, inter alia, upon Admission
becoming effective and the Placing Agreement not having been terminated and
becoming unconditional and the approval of the Resolutions to be put to the
Shareholders at the General Meeting to be held on or around 30 October 2025.
In the event that the Conditions have not been fulfilled prior to the Long
Stop Date, then the Placing will not complete and the funds from the Placing
will not be received.
The formal notice convening the General Meeting is expected to be sent to
Shareholders on or around 14 October 2025.
The Bookrunner has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including (but not limited to): in the event
that there is a breach of any of the warranties set out in the Placing
Agreement or in the event of certain changes or developments which, in the
opinion of the Bank, acting in good faith, would or would be reasonably likely
to prejudice materially the Placing or Admission in general, or would or would
be reasonably likely to make it impracticable or inadvisable to proceed with
the Placing and Admission, or render the creation of a market in the ordinary
share capital of the Company temporarily or permanently impracticable. If this
termination right is exercised or if the conditionality in the Placing
Agreement is not satisfied, the Placing will not proceed.
For the avoidance of doubt, if the Placing Agreement between the Company and
Zeus is terminated prior to Admission then the Placing will not occur.
The Placing Shares are not subject to clawback. The Placing is not being
underwritten. The Placing is not conditional on a minimum amount being raised.
The Placing Shares will trade on AIM under ABDX with ISIN GB00BLF79J41.
The Retail Offer
The Company values its Shareholder base and believes that it is appropriate to
provide its eligible Retail Investors in the United Kingdom the opportunity to
participate in the Retail Offer and to mitigate an element of dilution. The
Retail Offer will allow existing Retail Investors to subscribe for Retail
Offer Shares at the Placing Price via the Bookbuild Platform and conditional
upon, inter alia, the Resolutions being passed at the General Meeting.
The Company is proposing to raise up to an additional £200,000 (before
expenses) by way of a retail offer via the Bookbuild Platform (the "Retail
Offer") of up to 3,333,333 new Ordinary Shares at the Placing Price
conditional upon, inter alia, the Resolutions being passed at the General
Meeting.
The Retail Offer announcement is expected to be made shortly after the
announcement of the result of the Placing and will contain further information
on how eligible Retail Investors can participate in the Retail Offer.
For the avoidance of doubt, the Retail Offer is not part of the Placing and is
the sole responsibility of the Company.
The Bookrunner does not have any responsibilities, obligations, duties or
liabilities (whether arising pursuant to any contract, law, regulation, or
tort) in relation to the same.
Fundraising Shares
The Fundraising Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares in issue, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
An application will be made to London Stock Exchange for Admission of the
Fundraising Shares to trading on AIM.
Subject to the passing of the Resolutions at the General Meeting, it is
expected that Admission will take place on or around 31 October 2025 and that
dealings in the Placing Shares and Retail Offer Shares on AIM will commence at
the same time.
General Meeting
The Directors do not currently have authority to allot all of the Placing
Shares and the Retail Offer Shares and, accordingly, the Board is seeking the
approval of Shareholders to allot the Placing Shares and Retail Offer Shares
at the General Meeting.
The Company's General Meeting is proposed to be held on or around 30 October
2025, at which the Resolutions will be proposed for the purpose, amongst other
things, of implementing Admission. A formal notice of General Meeting, setting
out the Resolutions, will be included in the Circular to Shareholders expected
to be published on or around 14 October 2025.
Recommendation
The Directors believe the Placing and Retail Offer and the passing of the
Resolutions to be in the best interests of the Company and its Shareholders as
a whole. Accordingly, the Directors unanimously recommend Shareholders to vote
in favour of the Resolutions as they intend so to do in respect of their
beneficial shareholdings amounting to 13,178,467 Ordinary Shares, representing
approximately 6.8 per cent. of the existing issued ordinary share capital of
the Company.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED TERRITORY"). ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN A RESTRCITED TERRITORY OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, the Republic of South Africa, Japan, or any state, province
or territory thereof or any other jurisdiction outside the United Kingdom,
except pursuant to an applicable exemption from the registration requirements
and in compliance with any applicable securities laws of any state, province
or other jurisdiction of Australia, Canada, the Republic of South Africa or
Japan (as the case may be). No public offering of the Placing Shares is being
made in Australia, Canada, the Republic of South Africa or Japan or elsewhere.
No action has been taken by the Company or Zeus or any of their respective
affiliates, or any of its or their respective directors, officers, partners,
employees, advisers and/or agents (collectively, "Representatives") that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such Placing Shares
in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such offering document or prospectus is required to be
published by the Company.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by any of these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place specific reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company and Zeus expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise unless required to do
so by applicable law or regulation.
Zeus, which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting as nominated adviser, sole
broker and sole bookrunner exclusively for the Company and no one else in
connection with the Placing or any other matter referred to in this
Announcement, and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the Placing and will not be
responsible to anyone (including any Placees) other than the Company in
connection with the Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Placing or any other
matters referred to in this Announcement. The responsibilities of Zeus, as
nominated adviser, are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or any other person and accordingly no
duty of care is accepted in relation to them. No representation or warranty,
express or implied, is made by Zeus as to, and no liability whatsoever is
accepted by Zeus in respect of, any of the contents of this Announcement
(without limiting the statutory rights of any person to whom this Announcement
is issued).
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Zeus (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and Markets Act
2000, as amended ("FSMA") or the regulatory regime established thereunder)
and/or by any of its affiliates and/or any of its Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or their respective advisers or any
other statement made or purported to be made by or on behalf of Zeus and/or
any of its affiliates and/or by any of its Representatives in connection with
the Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor is expressly
disclaimed. No representation or warranty, express or implied, is made by Zeus
and/or any of its affiliates and/or any of its Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
All offers of the Placing Shares in the United Kingdom, or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK version of regulation (EU) no 2017/1129 of the European
Parliament and of the council of 14 June 2017, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended from time to
time, (the "UK Prospectus Regulation"). This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of the Financial Services and Markets Act 2000, as
amended, ("FSMA") does not require the approval of the relevant communication
by an authorised person.
The Appendix I to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix I) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix I to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix I to this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY ZEUS, ("EU
QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION 2017/1129 (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION, AS IT FORMS PART OF UK LAW AS RETAINED
EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS");
AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT
STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES
AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY
NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); (b) the UK's implementation
of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties (each as defined in UK
MiFID II); and (ii) eligible for distribution through all distribution
channels as are permitted by UK MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the MiFID II Product Governance Requirements) should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of UK
MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
this Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Zeus and the Company to be bound by
these terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without limitation,
become so bound if Zeus confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has committed to
subscribe for or acquire Placing Shares or on whose behalf a commitment to
subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Company have entered into a Placing Agreement, under
which the Bookrunner has, on the terms and subject to the conditions set out
therein, undertaken to use its reasonable endeavours to procure subscribers
for Placing Shares at the Placing Price. The Placing is not being underwritten
by the Bookrunner or any other person.
The number of Placing Shares will be determined following completion of the
ABB as set out in this Announcement. The timing of the closing of the ABB, the
number of Placing Shares and allocations are at the discretion of the
Bookrunner, following consultation with the Company. Allocations will be
confirmed orally or by email by the Bookrunner following the close of the ABB.
A further announcement confirming these details will then be made as soon as
practicable following completion of the ABB.
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions and
this Announcement have been prepared and issued by the Company, and are the
sole responsibility of the Company.
The issue of the Placing Shares and the Placing is conditional on the approval
of the Resolutions to be put to the Shareholders at the General Meeting to be
held on or around 30 October 2025.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company, will be credited as fully paid and
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of issue of
the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under the trading
symbol "ABDX" and with ISIN GB00BLF79J41.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. Subject to the Resolutions being passed at the
General Meeting, it is expected that settlement of any such shares and
Admission will become effective on or around 8.00 a.m. on 31 October 2025 and
that dealings in the Placing Shares will commence at that time.
ABB
Zeus will today commence an accelerated book building process to determine
demand for participation in the Placing by potential Placees at the Placing
Price. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Zeus and the Company shall be entitled to effect the Placing by such
alternative method to the ABB as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing are as follows:
1 By participating in the Placing, Placees will be deemed to have read and
understood this Announcement and these terms and conditions in their entirety
and to be participating and making an offer for any Placing Shares on these
terms and conditions, and to be providing the acknowledgements, confirmations,
undertakings, representations, warranties, indemnities, and agreements,
contained in these terms and conditions.
2 Zeus is arranging the Placing as agent for, and broker to, the Company.
3 Participation in the Placing is only available to persons who are lawfully
able to, and have been invited to participate by Zeus. Zeus is entitled to
participate in the Placing as principal.
4 The ABB will establish the number of Placing Shares to be issued at the
Placing Price, which will be agreed between Zeus and the Company following
completion of the ABB. The number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the ABB.
5 To bid in the ABB, Placees should communicate their bid by telephone to their
usual contact at Zeus. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for or purchase at the
Placing Price. Bids may be scaled down by Zeus on the basis referred to in
paragraph 9 below.
6 The timing of the closing of the ABB will be at the discretion of Zeus. The
Company reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute discretion. Zeus may, in
agreement with the Company, accept offers to subscribe for Placing Shares that
are received after the ABB has closed.
7 Each Placee's allocation will be confirmed to Placees orally, or by email, by
Zeus, following the close of the ABB and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. Zeus's oral or emailed
confirmation will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of Zeus and the
Company, under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise on the terms
and subject to the conditions set out in this Appendix and in accordance with
the Company's memorandum and articles of association. Except with Zeus's
consent, such commitment will not be capable of variation or revocation.
8 The Company will make a further announcement following the close of the ABB
detailing the total number of Placing Shares to be issued at the Placing
Price.
9 Subject to paragraphs 5 and 6 above, Zeus may choose not to accept bids and/or
to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion (after agreement with the Company) and may scale
down any bids for this purpose on such basis as it may determine. Zeus may
also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent
of the Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
10 A bid in the ABB will be made on the terms and subject to the conditions in
this Announcement (including this Appendix) and will be legally binding on the
Placee on behalf of which it is made and except with Zeus's consent will not
be capable of variation or revocation from the time at which it is submitted.
11 Except as required by law or regulation, no press release or other
announcement will be made by Zeus or the Company using the name of any Placee
(or its agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
12 Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
13 All obligations of Zeus under the Placing will be subject to fulfilment of the
conditions referred to below "Conditions of the Placing" and to the Placing
not being terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
14 By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee following the close of the ABB.
15 To the fullest extent permissible by law and the applicable rules of the FCA,
none of Zeus nor any of their affiliates shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or otherwise
whether or not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and Zeus and their
affiliates shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, none of Zeus nor any of
their affiliates shall have any liability (including to the extent permissible
by law, any fiduciary duties) in respect of Zeus's conduct of the Placing.
16 No commissions are payable to Placees in respect of the Placing.
17 For the avoidance of doubt, if the Placing Agreement between the Company and
Zeus is terminated prior to Admission then the Placing will not occur.
Conditions of the Placing
Zeus's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
1 the application and all other documents required to be submitted with the
application being delivered to the London Stock Exchange when due;
2 the delivery by the Company to Zeus of certain documents required under the
Placing Agreement;
3 the publication of an announcement announcing the results of the Placing
through a Regulatory Information Service by no later than 7.00 a.m. on 14
October 2025 (or such later time and/or date as may be agreed between the
Company and Zeus);
4 the Company having fully performed its obligations under the Placing Agreement
to the extent that such obligations fall to be performed on or prior to
Admission;
5 none of the warranties given in the Placing Agreement being untrue or
inaccurate or misleading in any respect at any time between the date of the
Placing Agreement and Admission as appropriate;
6 in relation to the Admission, the Circular having been posted and the passing,
without amendment, of the Resolutions at the General Meeting before 5.00 p.m.
on 30 October 2025 (or such later time and/or date as the Company and Zeus may
agree);
7 in relation to the Admission, the issue and allotment of the Placing Shares,
conditional only upon Admission;
8 in relation to the Admission, Admission occurring by no later than 8.00 a.m.
(London time) on 31 October 2025 (or such later time and/or date as may be
agreed between the Company and Zeus); and
9 the Placing Agreement not having been terminated by Zeus. If the Placing
Agreement is terminated prior to Admission then the Placing will not occur.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by Zeus
by the respective time or date where specified (or such later time or date as
Zeus and the Company may agree not being later than 8.00 a.m. on the Long Stop
Date); (ii) any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time, all monies received from a Placee pursuant to the Placing shall be
returned to such Placee without interest, and each Placee agrees that no claim
can be made by the Placee in respect thereof. Zeus may, at its discretion and
upon such terms as it thinks fit, waive, or extend the period for, compliance
by the Company with the whole or any part of any of the Company's obligations
in relation to the conditions in the Placing Agreement save that the condition
relating to Admission taking place by the Long Stop Date may not be waived nor
extended. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
If any of the conditions contained in the Placing Agreement in relation to the
Placing Shares are not fulfilled or waived by Zeus by the respective time or
date where specified, (ii) any of such conditions becomes incapable of being
fulfilled or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and all monies received from a
Placee pursuant to the Placing shall be returned to such Placee without
interest, at the risk of the relevant Placee and each Placee agrees that no
claim can be made by the Placee in respect thereof.
Neither Zeus, the Company nor any of their respective affiliates shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Zeus.
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the conditions
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Right to terminate the Placing Agreement
Zeus is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia, if before Admission:
1 any statement contained in the Placing Documents (as defined in the Placing
Agreement) has become or been discovered to be untrue, inaccurate in any
material respect or misleading in any material respect or any matter which is
material has arisen which would, if the Placing were made at that time,
constitute an omission therefrom;
2 any of the Warranties (as defined in the Placing Agreement) was, when given,
untrue, inaccurate or misleading in any material respect;
3 any of the Conditions (as defined in the Placing Agreement and to the extent
not waived) is not satisfied or becomes incapable, for any reason, of being
satisfied or in the opinion of Zeus is unlikely to be satisfied before
Admission;
4 the Company, in the good faith and reasonable opinion of Zeus, has failed to
comply with any of its material obligations under the Placing Agreement or has
materially breached the Placing Agreement;
5 the Company commits a material breach of the rules and regulations of the FCA
and/or London Stock Exchange and/or the AIM Rules or any other applicable law;
6 Zeus is not satisfied that it can continue to advise the Company or that it
cannot co-operate with any of the Company's actions or inactions without
defaulting on any of its responsibilities under the City Code on Takeovers and
Mergers, FSMA (as defined in the Placing Agreement), the Criminal Justice Act
1993, the rules and regulations of the FCA (as defined in the Placing
Agreement), MAR (as defined in the Placing Agreement), the London Stock
Exchange, AIM regulation (including the AIM Rules) or any other applicable law
or regulation;
7 If there occurs:
a. any change, or development involving a prospective change, in national or
international, military, diplomatic, monetary, economic, political, financial,
industrial or market conditions or exchange rates or exchange controls, or any
incident of terrorism or outbreak or escalation of hostilities or any
declaration by the UK of a national emergency or war or any other calamity or
crisis; or
b. a suspension of trading in securities generally on the London Stock Exchange
or New York Stock Exchange; or
c. there has occurred a suspension or cancellation by the London Stock Exchange
of trading in the Company's securities; or
d. there has occurred, in Zeus's opinion, acting in good faith, a material
adverse change in the business of the Company or in the financial or trading
position or prospects of the Company or the Company that does not affect a
similar business in the same sector; or
e. a declaration of a banking moratorium in London or any material disruption to
commercial banking or securities settlement or clearance services in the
United Kingdom,
which, in the opinion of Zeus, acting in good faith, would or would be
reasonably likely to prejudice materially the Placing or Admission in general,
or would or would be reasonably likely to make it impracticable or inadvisable
to proceed with the Placing and Admission, or render the creation of a
market in the ordinary share capital of the Company temporarily or permanently
impracticable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by Zeus of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Zeus and that Zeus need not make any
reference to Placees in this regard and that neither Zeus nor any of their
respective affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or any equivalent document in any other jurisdiction. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
Company's Publicly Available Information taken together with the information
contained in this Announcement (including this Appendix) released by the
Company today and the business and financial information that the Company is
required to publish in accordance with the AIM Rules (the "Exchange
Information") by or on behalf of the Company on or prior to the date of this
Announcement. Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is exclusively
the responsibility of the Company and confirms that it has neither received
nor relied on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the Company or
Zeus or any other person and neither Zeus, the Company nor any other person
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as having been
authorised by Zeus, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the Company nor
Zeus is making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement (including this Appendix) to be
legal, tax or business advice. Each Placee should consult its own solicitor,
tax adviser and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Placing Price and the aggregate amount owed by them to Zeus.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Zeus in
accordance with either the standing CREST or certificated settlement
instructions which Zeus have in place.
Unless otherwise agreed by Zeus, settlement of transactions in the Placing
Shares (ISIN: GB00BLF79J41) following Admission will take place within the
CREST system, subject to certain exceptions. Settlement through CREST is
expected to occur on or around 31 October 2025 for the Placing Shares (the
"Placing Settlement Date") in accordance with the contract note, electronic
trade confirmation or other (oral or written) confirmation. Settlement will be
on a delivery versus payment basis. However, in the event of any difficulties
or delays in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and Zeus may agree that the Placing
Shares should be issued in certificated form. Zeus reserves the right to
require settlement for the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as it deems necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in the jurisdiction in which a
Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Zeus.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Zeus: 601
Placing Settlement Date: 31 October 2025
ISIN code for the Placing Shares: GB00BLF79J41
Each Placee is deemed to agree that, if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to that
Placee on their behalf and retain from the proceeds, for Zeus's own account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on its behalf. By
communicating a bid for Placing Shares, such Placee confers on Zeus all such
authorities and powers necessary to carry out such sale and agrees to ratify
and confirm all actions which Zeus lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) makes the following representations,
warranties, acknowledgements, agreements and undertakings (as the case may be)
to Zeus (for itself and on behalf of the Company):
1 that it has read and understood this Announcement, including this Appendix, in
its entirety and that its participation in the Placing and its subscription
for Placing Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement or any materials concerning the Placing;
2 that its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
3 that the exercise by Zeus of any right or discretion under the Placing
Agreement shall be within the absolute discretion of Zeus and Zeus need not
have any reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any such right and
each Placee agrees that it has no rights against Zeus or the Company, or any
of their respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the whole and only agreement between
it, Zeus and the Company in relation to its participation in the Placing and
supersedes any previous agreement between any of such parties in relation to
such participation. Accordingly, each Placee, in accepting its participation
in the Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or any of the
Placing Shares other than as contained in this Announcement and the Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, Zeus nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
5 if within the United Kingdom, that in the case of any Placing Shares acquired
by it as a financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing
have not been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise applies
other than to UK Qualified Investors or in circumstances in which the prior
consent of Zeus has been given to the offer or resale;
6 if within the EEA, that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation, the Placing Shares acquired by it in the Placing have
not been acquired on a non-discretionary basis on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in a member
state of the EEA or to which the EU Prospectus Regulation otherwise applies
other than to EU Qualified Investors or in circumstances in which the prior
consent of Zeus has been given to the offer or resale;
7 that neither it nor, as the case may be, its clients expect Zeus to have any
duties or responsibilities to such persons similar or comparable to the duties
of "best execution" and "suitability" imposed by the FCA's Conduct of Business
Source Book, and that Zeus is not acting for it or its clients, and that Zeus
will not be responsible for providing the protections afforded to customers of
Zeus or for providing advice in respect of the transactions described herein;
8 that it has made its own assessment of the Company, the Placing Shares and the
terms of the Placing and has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing and neither any of Zeus nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement, the Presentation or the Publicly Available
Information; nor has it requested any of Zeus, the Company or any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such information;
9 that it is, unless otherwise agreed in writing with Zeus: (i) located outside
the United States and is not a US person as defined in Regulation S under the
Securities Act ("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and pursuant to
Regulation S, and (ii) it is not subscribing for and/or purchasing Placing
Shares as a result of any "directed selling efforts" as defined in Regulation
S or by means of any form of "general solicitation" or "general advertising"
as such terms are defined in Regulation D under the Securities Act;
10 that the Placing Shares have not been and will not be registered under the
Securities Act, or under the securities legislation of, or with any securities
regulatory authority of, any state or other jurisdiction of the United States
and that, subject to certain exceptions, the Placing Shares may not be
offered, sold, pledged, resold, transferred, delivered or distributed into or
within the United States;
11 that the content of this Announcement (including this Appendix) is exclusively
the responsibility of the Company and that neither Zeus, nor any person acting
on its behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise;
12 that the only information on which it is entitled to rely on and on which it
has relied in committing to subscribe for the Placing Shares is contained in
this Announcement and Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement and Publicly
Available Information;
13 that none of Zeus or the Company or any of their respective affiliates,
agents, directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information;
14 that, unless specifically agreed with Zeus, it is not and was not acting on a
non-discretionary basis for the account or benefit of a person located within
the United States at the time the undertaking to subscribe for and/or purchase
Placing Shares was given and it is not acquiring Placing Shares with a view to
the offer, sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it will not
reoffer, resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in accordance
with any applicable securities laws of any state or jurisdiction of the United
States;
15 that it is not a national or resident of Canada, Australia, the Republic of
South Africa or Japan or a corporation, partnership or other entity organised
under the laws of Canada, Australia, the Republic of South Africa or Japan and
that it will not offer, sell, renounce, transfer or deliver, directly or
indirectly, any of the Placing Shares in Canada, Australia, the Republic of
South Africa or Japan or to or for the benefit of any person resident in
Canada, Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not be, directly or indirectly, offered, sold, transferred or
delivered in or into Canada, Australia, the Republic South Africa or Japan;
that it does not have a registered address in, and is not a citizen, resident
or national of, any jurisdiction in which it is unlawful to make or accept an
offer of the Placing Shares and it is not acting on a non-discretionary basis
for any such person;
16 that it has not, directly or indirectly, distributed, forwarded, transferred
or otherwise transmitted, and will not, directly or indirectly, distribute,
forward, transfer or otherwise transmit, any presentation or offering
materials concerning the Placing or the Placing Shares to any persons within
the United States or to any US persons (as that term is defined in Regulation
S);
17 that it is entitled to subscribe for and/or purchase Placing Shares under the
laws of all relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all governmental and other consents which may
be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or Zeus or any of their respective directors, officers, employees
or agents acting in breach of any regulatory or legal requirements of any
territory in connection with the Placing or its acceptance;
18 that it has obtained all necessary consents and authorities to enable it to
give its commitment to subscribe for and/or purchase the Placing Shares and to
perform its subscription and/or purchase obligations;
19 that where it is acquiring Placing Shares for one or more managed accounts, it
is authorised in writing by each managed account: (a) to acquire the Placing
Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and this Announcement of which it forms part; and (c) to receive
on its behalf any investment letter relating to the Placing in the form
provided to it by Zeus;
20 if within the United Kingdom, that it is either: (a) a person of a kind
described in paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 of Article 49
(high net worth companies, unincorporated associations, partnerships or trusts
or their respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be communicated
and in the case of (a) and (b) undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
21 that, unless otherwise agreed by Zeus, it is a UK Qualified Investor;
22 that, unless otherwise agreed by Zeus, it is a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for investment only
and not with a view to resale or distribution;
23 it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
24 that any money held in an account with any of Zeus (or its nominee) on its
behalf and/or any person acting on its behalf will not be treated as client
money within the meaning of the rules and regulations of the FCA. Each Placee
further acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules. As a consequence, this money will
not be segregated from Zeus (or their nominee's) money in accordance with such
client money rules and will be used by Zeus in the course of its own business
and each Placee will rank only as a general creditor of Zeus;
25 that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its ordinary shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA;
26 that it is not, and it is not acting on behalf of, a person falling within
subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections
(2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act
1986;
27 that it will not deal or cause or permit any other person to deal in all or
any of the Placing Shares which it is subscribing for and/or purchasing under
the Placing unless and until Admission becomes effective;
28 that it appoints irrevocably any director of Zeus as its agent for the purpose
of executing and delivering to the Company and/or its Registrars any document
on its behalf necessary to enable it to be registered as the holder of the
Placing Shares;
29 that, as far as it is aware, it is not acting in concert (within the meaning
given in the City Code on Takeovers and Mergers) with any other person, unless
so disclosed in Publicly Available Information;
30 that this Announcement does not constitute a securities recommendation or
financial product advice and that neither Zeus nor the Company has considered
its particular objectives, financial situation and needs;
31 that it has sufficient knowledge, sophistication and experience in financial,
business and investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares and is aware that it
may be required to bear, and it, and any accounts for which it may be acting,
are able to bear, the economic risk of, and is able to sustain, a complete
loss in connection with the Placing;
32 that it will indemnify on an after tax basis and hold the Company and Zeus and
their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and Zeus will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify Zeus and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to Zeus for itself and on
behalf of the Company and will survive completion of the Placing and
Admission;
33 that time shall be of the essence as regards obligations pursuant to this
Appendix;
34 that it is responsible for obtaining any legal, financial, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or Zeus to provide any legal, financial, tax
or other advice to it;
35 that all dates and times in this Announcement (including this Appendix) may be
subject to amendment and that Zeus shall notify it of such amendments;
36 that (i) it has complied with its obligations under the Criminal Justice Act
1993, Part VIII of FSMA and the Market Abuse Regulation, (ii) in connection
with money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM Treasury
of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United
Nations (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Zeus such
evidence, if any, as to the identity or location or legal status of any person
which Zeus may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Zeus on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as Zeus may decide in its absolute
discretion;
37 that it will not make any offer to the public in the United Kingdom of those
Placing Shares to be subscribed for and/or purchased by it for the purposes of
section 85(1) of FSMA;
38 that it will not make any offer to the public in any member state of the EEA
of those Placing Shares to be subscribed for and/or purchased by it for the
purposes of Prospectus Regulation (EU) 2017/1129;
39 that it will not distribute any document relating to the Placing Shares and it
will be acquiring the Placing Shares for its own account as principal or for a
discretionary account or accounts (as to which it has the authority to make
the statements set out herein) for investment purposes only and it does not
have any contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or any third
person with respect to any Placing Shares; save that if it is a private client
stockbroker or fund manager it confirms that in purchasing the Placing Shares
it is acting under the terms of one or more discretionary mandates granted to
it by private clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the account of any
third party;
40 that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or Zeus in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
41 that any documents sent to Placees will be sent at the Placees' risk. They may
be sent by post to such Placees at an address notified to Zeus;
42 that Zeus owes no fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
43 that Zeus or any of their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares;
44 that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
45 that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, Zeus and their respective affiliates will rely upon the truth and
accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each Zeus for itself and
on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Zeus.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Zeus will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Zeus in the event that any of the Company and/or Zeus
have incurred any such liability to UK stamp duty or stamp duty reserve tax.
If this is the case, each Placee should seek its own advice and notify Zeus
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
Each Placee may be asked to disclose in writing or orally to Zeus and, if
so, undertakes to provide:
(i) if he or she is an individual, his nationality;
(ii) if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned; and
(iii) such other "know your client" information as Zeus may reasonably request.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Zeus or by any of their respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
APPENDIX II
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Act" the Companies Act 2006, as may be amended from time to time
"Admission" means the admission of the Placing Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM'' the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange from time to time
"Announcement" this announcement (including the Appendices which forms part of this
announcement)
"ABB" the accelerated bookbuilding to be conducted by the Bookrunner pursuant to the
Placing Agreement and this Announcement
"Bookbuild" means BB Technology Limited (company no. 13508012) whose registered office is
at Hygeia Building, Rear Ground Floor, 66-68 College Road, Harrow, Middlesex,
United Kingdom, HA1 1BE
"Bookbuild Platform" the online platform developed by Bookbuild through which the Retail Offer is
being conducted
"Bookrunner" Zeus Capital Limited
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday
"Circular" a circular to Shareholders relating to the Fundraise and including the notice
of General Meeting to be circulated on or around the date of this Announcement
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "Abingdon Health plc" Abingdon Health plc, a company incorporated and registered in the United
Kingdom with registered number 06475379
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly
"Enlarged Issued Share Capital" the Ordinary Shares which shall be in issue immediately following Admission
(assuming full take up of the Retail Offer)
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EUWA" the European Union (Withdrawal) Act 2018, as amended
"Existing Ordinary Shares" the 193,630,821 Ordinary Shares in issue at the date of this Announcement
"FCA" the UK Financial Conduct Authority
"Forms of Proxy" the form of proxy for use in connection with the General Meeting, which
accompanies the Circular
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" the Placing and the Retail Offer (and "Fundraise" shall be construed
accordingly)
"Fundraising Shares" means together the Placing Shares and the Retail Offer Shares
"General Meeting" the general meeting of the Company to be held at the offices of the Company,
being York Biotech Campus, Sand Hutton, York, YO41 1LZ at 9.00 a.m. on 30
October 2025 (or any adjournment thereof) at which the Resolutions will be
proposed
"HMRC" HM Revenue & Customs in the UK
"ITA 2007" Income Tax Act 2007
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 28 November 2025
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA
"Ordinary Shares" ordinary shares of 0.025 pence par value in the capital of the Company
"Placee" or "Placees" any person or persons subscribing for and/or purchasing Placing Shares
pursuant to the Placing
"Placing" the Placing by the Bookrunner on behalf of the Company at the Placing Price
pursuant to the Placing Agreement and the terms and conditions contained in
Appendix I to this Announcement
"Placing Agreement" the agreement dated 13 October 2025 between the Company and the Bookrunner
relating to the Placing
"Placing Price" 6 pence per Fundraising Share
"Placing Settlement Date" 31 October 2025
"Placing Shares" up to 55,666,666 new Ordinary Shares comprising the Placing
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
"Publicly Available Information" any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
Prospectus Regulation; or (b) in respect of persons in the UK, persons who are
qualified investors (within the meaning of article 2(e) of the Prospectus
Regulation as it forms part of UK domestic law pursuant to the EUWA, as the
case may be
"Registrar" MUFG Corporate Markets
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
"Resolutions" the resolutions set out in the notice of General Meeting to authorise the
Company to allot and issue the Placing Shares and Retail Offer Shares
"Retail Investors" existing Shareholders of the Company who are resident in the United Kingdom
and who are a customer of an Intermediary who agree conditionally to subscribe
for Retail Offer Shares in the Retail Offer
"Retail Offer" means the conditional retail offer proposed to be made by the Company
following the announcement of the results of the Placing via the Bookbuild
Platform to allow persons situated in the United Kingdom to subscribe for
Retail Offer Shares at the Placing Price
"Retail Offer Shares" up to 3,333,333 new Ordinary Shares being made available pursuant to the
Retail Offer
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"UK Prospectus Regulation" Regulation (EU) 2017/1129 as it forms part of UK domestic by virtue of the
European Union (Withdrawal) Act 2028, as amended by UK legislation from time
to time
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"US Person" has the meaning set out in Regulation S of the Securities Act
"Zeus" Zeus Capital Limited, nominated adviser and sole broker to the Company
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
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