REG - Angle PLC - Results of placing and subscription

AngleAnnouncement

05/06/2024 16:15

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RNS Number : 2844R  Angle PLC  05 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.
     5 June 2024

 

ANGLE plc (the "Company")

 

Results of Placing and Subscription

 

 

ANGLE plc (AIM: AGL), a world-leading liquid biopsy company is pleased to
announce that, following the announcement made earlier today (the "Launch
Announcement") regarding the launch of a proposed Placing and Subscription, it
has successfully raised aggregate gross proceeds of £8.775 million.

 

A total of 33,499,998 Placing Shares have been placed by Joh. Berenberg,
Gossler & Co. KG ("Berenberg") and Beech Hill Securities, Inc. ("Beech
Hill") and a total of 25,000,002 Subscription Shares have been subscribed for
in the Subscription, in each case at an Issue Price of 15 pence per share.

 

The Issue Price represents a discount of approximately 16.7% per cent. to the
closing price of 18 pence on 4 June 2024, being the last business day prior to
the Launch Announcement.

 

Further Details of the Fundraising

 

Application has been made for the Placing Shares and Subscription Shares to be
admitted to trading on AIM. Admission and settlement of the Placing Shares and
Subscription Shares is expected to take place at 8.00 a.m. on 11 June 2024 (or
such later time and/or date as may be agreed between the Company and
Berenberg, being no later than 8.00 a.m. on 25 June 2024). The Placing is
conditional upon, among other things, First Admission becoming effective and
the Placing and Open Offer Agreement becoming unconditional in respect of the
Placing and not being terminated in accordance with its terms prior to First
Admission. The net proceeds of the Placing and Subscription are expected to be
a minimum of c.£8.1 million.

 

The Placing Shares and Subscription Shares, when issued, will be fully paid
and will rank pari passu in all respects with the existing ordinary shares of
the Company, including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of issue.

 

Open Offer

 

As announced earlier today, ANGLE plc also intends to raise up to
approximately £2.06 million through the issue of up to 13,714,641 New
Ordinary Shares pursuant to an Open Offer, to allow shareholders, including
those who are not participating in the Placing and Subscription to subscribe
for New Ordinary Shares at the Issue Price. The Company intends to publish and
send a Circular to shareholders in connection with the Open Offer on 6 June
2024. The Circular will also be available on the Company's website:
https://angleplc.com/ (https://angleplc.com/) (subject to certain access
restrictions).

 

Total voting rights

 

Following First Admission and before the issuance of any New Ordinary Shares
taken up pursuant to the Open Offer, the Company will have a total of
319,080,547 ordinary shares in issue. With effect from First Admission, this
figure may be used by shareholders 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, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.

 

ANGLE Chief Executive, Andrew Newland, commented:

"We are grateful for the strong support from existing shareholders and new
investors. This fundraise, together with our existing cash balance, puts us in
a strong position to capitalise on our building commercial momentum.  There
is a growing move towards personalised cancer care and we believe ANGLE's
FDA-cleared Parsortix system provides the 'best sample' for analysis of cancer
status.  We have been very pleased with the recent contracts with large
pharma and believe these represent the start of a growth phase for the
Company."

 

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.

 

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 https://angleplc.com/
(https://angleplc.com/) .

 

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.

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

 

This Announcement has not been approved by the London Stock Exchange, nor is
it intended that it will be so approved.

 

Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area, qualified investors within the
meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United
Kingdom, qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional experience
in matters relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and partnerships
and trustees of high value trusts as described in Article 49(2)(a) to (d) of
the Order; or (c) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons.

 

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; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary 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 New Ordinary 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 or the Republic of South Africa or any other
jurisdiction in which such activities would be unlawful.

 

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.  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.

 

In connection with the Placing, each Joint Bookrunner and any of its
affiliates may, acting as investors for their own account, take up a portion
of the shares of the Company in the Placing as a principal position and in
that capacity may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may offer or sell
such shares, securities or other investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by, each
Joint Bookrunner or any of its affiliates acting in such capacity. In
addition, each Joint Bookrunner or any of its affiliates may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which any Joint Bookrunner or any of its
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. No Joint Bookrunner, nor any of
its affiliates, intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. 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 contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

 

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

 

All offers of the New Ordinary Shares will be made pursuant to an exemption
under the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person.

 

The New Ordinary Shares to be issued or sold pursuant to the Fundraising will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

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.

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.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK 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 Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; 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.

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