REG - Angle PLC - Publication of Circular

AngleAnnouncement

06/06/2024 16:45

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RNS Number : 4440R  Angle PLC  06 June 2024

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
 INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN
 OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
 RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
 OFFER OF SECURITIES IN ANY JURISDICTION.

 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
     6 June 2024

 

ANGLE plc (the "Company")

 

Publication of Circular

 

ANGLE plc (AIM: AGL), a world-leading liquid biopsy company, announces a
Circular will shortly be published on the Company's
website, https://angleplc.com/ (https://angleplc.com/) (subject to certain
access restrictions), and will be posted to Qualifying Shareholders (other
than Overseas Shareholders) later today. This follows the Company's
announcement on 5 June 2024 confirming the results of the Placing and
Subscription. The Circular contains further information on the Company, the
Fundraising and the terms and conditions of the Open Offer.

 

In order to provide Qualifying Shareholders (other than Overseas Shareholders)
with an opportunity to participate in the Fundraising at the Issue Price,
Qualifying Shareholders (other than Overseas Shareholders) will be invited,
subject to the terms and conditions of the Open Offer, to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying
Shareholder's Basic Entitlement has been calculated on the following basis:

 

1 Open Offer Share for every 19 Existing Ordinary Shares

 

held by them and registered in their names on the Record Date, rounded down to
the nearest whole number of Open Offer Shares.

 

Qualifying Shareholders (other than Overseas Shareholders) are also invited to
apply for additional Open Offer Shares (up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open Offer) as an Excess
Open Offer Entitlement. Any Open Offer Shares not issued to a Qualifying
Shareholder pursuant to their Basic Entitlement will be apportioned between
those Qualifying Shareholders who have applied for an Excess Open Offer
Entitlement at the sole and absolute discretion of the Board, provided that no
Qualifying Shareholder shall be required to subscribe for more Open Offer
Shares than he or she has specified on the Application Form or through CREST.

 

The latest time and date for acceptance and payment in full under the Open
Offer is 11.00 a.m. on 20 June 2024.

 

Unless otherwise stated, capitalised terms not otherwise defined in the text
of this announcement have the same meanings ascribed to them as in the Launch
Announcement published by the Company on 5 June 2024.

The Expected Timetable of Principal Events is set out in the Appendix 1 of
this announcement.

 

For further information:

 

 ANGLE plc                                                                     +44 (0) 1483 343434
 Andrew Newland, Chief Executive

 Ian Griffiths, Finance Director

 Berenberg (NOMAD, Sole Global Co-ordinator, Joint Bookrunner & Corporate
 Broker)

                                                                             +44 (0) 20 3207 7800
 Toby Flaux, Ciaran Walsh, Milo Bonser, Brooke Harris-Lowing

 Beech Hill Securities (Joint Bookrunner)

 George Billington, Thomas Lawrence                                            +1 212 350 7200

 FTI Consulting (Financial PR)

 Simon Conway, Ciara Martin                                                    +44 (0) 203 727 1000

 Matthew Ventimiglia (US)                                                      +1 (212) 850 5624

 

 

 

About ANGLE plc

 

ANGLE is a world-leading liquid biopsy company with innovative circulating
tumour cell (CTC) solutions for use in research, drug development and clinical
oncology using a simple blood sample. ANGLE's FDA cleared and patent protected
circulating tumour cell (CTC) harvesting technology known as the Parsortix®
PC1 System enables complete downstream analysis of the sample including whole
cell imaging and proteomic analysis and full genomic and transcriptomic
molecular analysis.

 

ANGLE's commercial businesses are focusing on diagnostic products and clinical
services. Diagnostic products include the Parsortix® system, associated
consumables and assays. The clinical services business is offered through
ANGLE's GCLP-compliant laboratories.  Services include custom made assay
development and clinical trial testing for pharma.

 

Over 90 peer-reviewed publications have demonstrated the performance of the
Parsortix system. For more information, visit www.angleplc.com
(http://www.angleplc.com)

 

 

 

APPENDIX 1

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                  2024
 Record Date for entitlements under the Open Offer                                6.00 p.m. on 4 June
 Announcement of the Fundraising                                                  5 June
 Announcement of the result of the Placing and Subscription                       5 June
 Publication and posting of this document and, to Qualifying Non-CREST            6 June
 Shareholders only, the Application Form
 Ex-entitlement date for the Open Offer                                           8.00 a.m. on 6 June
 Open Offer Entitlements credited to stock accounts of Qualifying CREST           as soon as possible after 8.00 a.m. on 7 June
 Shareholders
 First Admission and commencement of dealings in the Placing Shares and the       11 June
 Subscription Shares on AIM
 CREST Members' accounts expected to be credited in respect of Placing Shares     as soon as possible after 8.00 a.m. on 11 June
 and Subscription Shares in uncertificated form
 Recommended latest time for requesting withdrawal of Basic Entitlements and      4.30 p.m. on 14 June
 Excess CREST Open Offer Entitlements from CREST
 Latest time and date for depositing Basic Entitlements and Excess CREST Open     3.00 p.m. on 17 June
 Offer Entitlements into CREST
 Latest time and date for splitting of Application Forms (to satisfy bona fide    3.00 p.m. on 18 June
 market claims only)
 Latest time and date for receipt of completed Application Forms from             11.00 a.m. on 20 June
 Qualifying Non-CREST Shareholders and payment in full under the Open Offer and
 settlement of relevant CREST instructions (as appropriate)
 Announcement of the result of the Open Offer                                     21 June
 Second Admission and commencement of dealings in the Open Offer Shares on AIM    8.00 a.m. on 24 June
 CREST Members' accounts expected to be credited in respect of Open Offer         as soon as possible after 8.00 a.m. on 24 June
 Shares in uncertificated form
 Expected despatch of definitive share certificates for the New Ordinary Shares   within 10 Business Days of Second Admission
 in certificated form

 

 

IMPORTANT NOTICES

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in, Canada, Australia, Japan or the Republic
of South Africa or any other jurisdiction in which the same would be unlawful.
No public offering of the New Ordinary Shares is being made in any such
jurisdiction.

 

No action has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the New Ordinary Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
New Ordinary Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves about, and to
observe, such restrictions.

 

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements.

 

These statements and forecasts involve risk and uncertainty because they
relate to events and depend upon future circumstances that have not occurred.
There are a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these forward-looking
statements and forecasts. As a result, the Group's actual financial condition,
results of operations and business and plans may differ materially from the
plans, goals and expectations expressed or implied by these forward-looking
statements. No representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such forward-looking
statements. The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement. The Company, its directors,
the Joint Bookrunners, their respective affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly 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 or the London Stock Exchange.

 

Berenberg is authorised and regulated by the German Federal Financial
Supervisory Authority subject to limited regulation by the Financial Conduct
Authority (the "FCA") in the United Kingdom. JIL is authorised and regulated
in the United Kingdom by the FCA. JEG is authorised and regulated in Germany
by the Bundesanstalt für Finanzdienstleistungsaufsicht. Beech Hill is
authorised and regulated in the United States by the Financial Industry
Regulatory Authority. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the Placing, the contents of this
Announcement or any other matters described in this Announcement. No Joint
Bookrunner will regard any other person as its client in relation to the
Placing, the content of this Announcement or any other matters described in
this Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters referred to in
this Announcement.

 

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 any Joint Bookrunner or by any of its affiliates or any person
acting on its or their behalf 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.

 

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.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

 

 

 

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