REG - Aptamer Group PLC - Fundraise, Proposed Board Changes, RPT, GM Notice
31/07/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230731:nRSe7047Ha&default-theme=true
RNS Number : 7047H Aptamer Group PLC 31 July 2023
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
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.
31 July 2023
Aptamer Group plc
("Aptamer Group", "APTA" or the "Company")
Firm Placing, Conditional Placing and Subscription to Raise £3.6 million
Proposed Board Changes
Related Party Transactions
Notice of General Meeting
Aptamer Group (AIM:APTA), the developer of novel Optimer® binders to enable
innovation in the life sciences industry, is pleased to announce that it has
conditionally raised £3.6 million (before expenses), including approximately
£0.3 million from Existing Directors, Proposed Directors and PDMRs, by way of
a placing and subscription (the "Fundraise") of 360,000,000 New Ordinary
Shares at an issue price of 1p per share (the "Issue Price") for working
capital purposes.
The Fundraise is being conducted in two tranches and comprises:
· a firm placing of 10,318,390 New Ordinary Shares (the "Firm Placing
Shares") at the Issue Price, to raise approximately £0.1 million, which is
not conditional on Shareholder approval and which instead will utilise the
Company's existing authorities to allot shares and disapply pre-emption rights
granted at the Company's Annual General Meeting in December (the "Firm
Placing"); and
· a conditional placing of 339,281,610 New Ordinary Shares (the
"Conditional Placing Shares") at the Issue Price to raise approximately £3.4
million (before expenses) (the "Conditional Placing Shares") and a conditional
subscription for 10,400,000 New Ordinary Shares (the "Subscription Shares") to
raise approximately £0.1 million (before expenses), each of which will
require Shareholder approval at the General Meeting.
The Issue Price represents a discount of 78.95 per cent. to the closing price
per Ordinary Share of 4.75 pence at close of business on 28 July 2023, being
the last practicable date prior to the announcement of the Fundraise. The New
Ordinary Shares to be issued will represent approximately 84.26 per cent. of
the Enlarged Issued Share Capital.
First Admission of the Firm Placing Shares is expected to become effective and
dealings are expected to commence at 8.00 a.m. on 4 August 2023.
Subject to the passing of the Resolutions at the General Meeting, Second
Admission of the Conditional Placing Shares and the Subscription Shares is
expected to become effective and dealings are expected to commence at 8.00
a.m. on 21 August 2023.
SPARK Advisory Partners Limited has acted as Nominated and Financial Adviser
and Turner Pope Investments (TPI) Ltd has acted as Bookrunner in relation to
the Fundraise.
Background and Reasons for the Fundraise
The Company was admitted to trading on AIM in December 2021 with the objective
of maximising the potential of its Optimer® binder technology in applications
across life sciences and other industries. The IPO proceeds have been invested
to scale the business; with expanded capacity, efficiencies in production,
commercial team expansion and investments in next generation platform
technology.
The Company believes it has a leading position in aptamer technology, a
technology that the Company believes can make significant inroads into the
annual c.$171 billion affinity ligand market. The business model aims to
deliver both recurring fee-for-service revenue, and higher risk, higher value
licensing revenue that could contribute significant incremental revenues
through upfront, milestones and royalty payments.
The Company believes the fee-for-service business provides a robust foundation
for revenue growth and is expected to scale over the coming years, following
the investments made post IPO. This fee-for-service business has historically
partnered with 15 of the top 20 pharmaceutical companies globally and many
smaller life sciences companies. This diversified customer base allows the
Company to horizon scan and pursue the most exciting opportunities for aptamer
technology.
Following IPO, the Company initially traded as anticipated and its maiden
results for the year ended 30 June 2022, with approximately £4.0 million of
revenue, were in line with expectations. However, the last 12 months have
proved challenging and the anticipated higher value contracts and licensing
revenue have not come through. As a result, revenue for the year ended 30 June
2023 fell to approximately £1.75 million, with a consequential pressure on
working capital.
In April 2023, the Company commenced a process to raise capital and on 5 May
2023 the Company reported that revenues for the year ended 30 June 2023 would
be materially below the previous year. On 10 May 2023, the Company announced
that Dr. Arron Tolley, the then Chief Executive Officer of the Company and one
of its founders, had left his position as Chief Executive Officer.
Following discussions with Shareholders, the Company has decided to refocus
its strategy and to restructure the Board as follows:
Strategy
The Company will focus on tight costs discipline with the intention of
reaching an EBITDA and cash break even position within two years.
Consequently, budgeted costs for premises, overheads and development,
directors and staff are targeted to be reduced from approximately £6.4
million (unaudited) in the year ended 30 June 2023 to approximately £3.5
million for the current financial year. This reset of the cost base is
expected to be completed by the end of September 2023 with a reduction in
operational headcount to the level required to meet forecasted revenues over
the next several years.
Research and development activities will focus on process improvements to
reduce delivery timelines or increase margins, cost reduction activities, and
driving recurring revenues through customer support. It is intended that
higher risk development work will be funded via grants and collaborations that
will be sought to minimise the impact on working capital requirements.
In order to achieve EBITDA and cash break even during the year ending 30 June
2025, the Company is targeting revenue of £3.0 million for current financial
year rising to £6.0 million for the year ending 30 June 2026. These figures
are significantly lower than previous targets and reflect a change of emphasis
in setting expectations. These revised targets are mainly based on
expectations of fee-for-service revenues for contract research with minimal
expectation for licensing revenues.
Aptamer's model will remain to use its contract research relationships as a
platform to build lower-risk fee-for-service revenues and horizon scan for
material licence fee opportunities. Under the revised strategy, the Company's
focus will be on developing the core fee-for-service revenues to achieve
profitability. The Company has already announced signing four contracts with a
combined value of up to £507,000 for the current financial year (subject to
ongoing commercial and scientific attrition), which form part of a current
rolling pipeline of £2.2 million (which is risk adjusted for commercial and
scientific attrition) across 30 discrete projects.
Aptamer will continue to target opportunities to licence its technology to the
developers of diagnostic tests and therapeutics. If successful, these
opportunities have the potential to generate material recurring revenue
streams. Since IPO, Aptamer has found that whilst there is significant
appetite for its technology, reaching and securing licensing agreements is
taking much longer than anticipated and can be impacted by factors outside the
Group's control. Hence, the Group is re-focusing its efforts to ensure that it
is sustainable on a lower level of fee-for-service work, whilst retaining the
potential upside from these longer-term opportunities.
Board changes
In connection with the Fundraise, the following Board changes are proposed.
The following changes are conditional on, and will take effect immediately
upon, Second Admission:
· Dr Ian Gilham (Executive Chairman), Dr Rob Quinn (Interim Chief
Executive Officer and Chief Financial Officer), Dr John Richards
(Non-Executive Director) and Angela Hildreth (Non-Executive Director) have
resigned and have agreed to forego payment in lieu of notice.
· Dr Arron Tolley will be reappointed to the Board as a Director and
Chief Technical Officer on substantially reduced pay.
· Dr David Bunka will remain as a Director and his role will change to
Chief Scientific Officer on substantially reduced pay.
· Steve Hull will be appointed as Executive Chairman.
· Dean Fielding and Dr Adam Hargreaves will be appointed as Independent
Non-Executive Directors.
The Company intends to appoint a Chief Executive Officer when appropriate to
do so.
Andrew Rapson the current Head of Finance will become Chief Financial Officer
in a non-Board capacity.
Accordingly, the directors following completion of the Fundraise will be Steve
Hull, Dr Arron Tolley, Dr David Bunka, Dr Adam Hargreaves and Dean Fielding.
Further details of the Proposed Directors are set out below.
The aggregate of directors' ordinary remuneration will reduce from
approximately £0.81 million (unaudited) for the year ended 30 June 2023 to
approximately £0.43 million for the current financial year.
Share Options
The Company intends to put in place new share option schemes and to award
share options to retain and incentivise the Directors and employees. The
number of share options granted will be up to 25 per cent. of the issued share
capital as enlarged by the Fundraise. These options will vest subject to
stretching performance targets as follows:
(a) 16 per cent. on announcement of FY24 audited results in line with
expectations and the share price having remained at or above 4 times the Issue
Price for at least 3 months;
(b) 24 per cent. on announcement of FY25 audited results in line with
expectations and the share price having remained at or above 7 times the Issue
Price for at least 3 months;
(c) 40 per cent. on announcement of FY26 audited results in line with
expectations and the share price having remained at or above 10 times the
Issue Price for at least 3 months;
(d) 10 per cent. on announcement of FY26 audited results in line with
expectations and the share price having remained at or above 30 times the
Issue Price for at least 3 months; and
(e) 10 per cent. on announcement of FY26 audited results in line with
expectations and the share price having remained at or above 50 times the
Issue Price for at least 3 months.
All in the money share options would vest in the event that the Company is
acquired (or in the event of a transaction with a similar effect).
The options will have an exercise price equal to the Issue Price.
The award of these options will be a related party transaction under the AIM
Rules and will therefore be subject to the independent directors considering
the terms of the options and reaching an opinion, having consulted with SPARK,
as the Company's nominated adviser, that the terms of the transaction are fair
and reasonable insofar as its shareholders are concerned.
It is currently envisaged that these options will be awarded following Second
Admission.
The Company will seek approval to issue options pursuant to these new share
option schemes at the General Meeting.
Details of the Proposed Directors
Stephen (Steve) Hull - Executive Chairman (aged 69 years)
Steve is an experienced company director and entrepreneur, having started,
acquired, developed and successfully exited a number of businesses. He was
previously chairman of Aptamer Group until the IPO in December 2021.
Dr Arron Tolley - Chief Technology Officer (aged 45 years)
Arron is the founder of Aptamer Group and was CEO from 2008 - 2023. Arron
holds a Ph.D. in Molecular Biology and Biophysics from the University of Leeds
and a B.Sc. in Molecular Medicine. Arron has over 19 years' experience in the
field of nucleic acid biology and has expertise in the development of aptamers
against multiple target types, including complex cellular targets in model
disease systems. Arron led the growth of the company from a small laboratory
built in the basement of his house to a successful aptamer development
company. Arron led the business through various stages of growth, and funding,
including the AIM IPO in December 2021. Arron has extensive experience in
business development, business administration and translational science and
holds an honorary professorship for translational science and entrepreneurship
from the University of Surrey.
Dean Fielding - Independent Non-Executive Director (aged 57 years)
Dean is an independent non-executive director and chair of the audit committee
at The Property Franchise Group plc. He was previously Group Finance Director
of LSL Property Services plc, Finance Director of Your Move and a
non-executive director of Hunters Property plc, in addition to a variety of
consultancy and other non-executive roles.
Dr Adam Hargreaves - Independent Non-Executive Director (aged 45 years)
Dr Adam Hargreaves is the founder of PathCelerate Limited, a contract research
pharmaceutical efficacy and safety company. Spanning a 20-year career, he
previously worked for AstraZeneca, and has interests and skills in preclinical
and translational small molecule, biologic, and RNA-based pharmaceuticals.
PathCelerate has provided preclinical and clinical drug discovery and
development assistance to a number of global pharmaceutical companies, in
addition to a wide and diverse range of small- and medium-sized biotechnology
and medical device firms; assisting in the generation of numerous
Investigational New Drug and Clinical Trial Application submissions.
Adam is a Fellow of the Royal College of Pathologists and is a board-certified
Diplomate of the American College of Veterinary Pathology. His PhD research
encompassed oncology medicine safety and he has held posts including President
of the British Society of Toxicologic Pathology and Visiting Professor at the
University of Surrey, where he lectures in pharmaceutical efficacy and safety.
He is a keen investor in small-cap drug discovery and biotechnology AIM
stocks, and takes a particular interest in how such companies attract both
retail and institutional investment via portfolio expansion and pertinent news
flow.
Use of Proceeds
The Company intends to use the net proceeds of the Fundraise for working
capital purposes, with the aim of reaching an EBITDA and cash break even
within two years.
Budgeted costs for premises, overheads and development, directors and staff
are targeted to be reduced from approximately £6.4 million (unaudited) in the
year ended 30 June 2023 to approximately £3.5 million for the current
financial year. This reset of the cost base is expected to be made by the end
of September 2023.
The Company does not intend to use the net proceeds directly for research and
development, but will seek to make use of grant funding and collaboration
agreements wherever possible to continue to develop novel technology
platforms.
Current Trading and Outlook
On 4 July 2023, the Company provided a trading update, as follows:
"Unaudited revenue for the year ended 30 June 2023 ("FY23") was approximately
£1.75 million, which is in line with the comments made in the statement
released by the Company on 5 May 2023. Looking ahead, the pipeline for
fee-for-service revenues for the year to June 2024 ("FY24") currently stands
at approximately £2.2 million across 30 discrete fee-for-service projects
(after risk-adjustment for anticipated commercial and scientific attrition).
Note that this figure only includes opportunities for which the Group has
current visibility and further opportunities over the course of FY24 are
expected to increase this figure. In addition, this figure does not
include licensing opportunities which could make a meaningful upside
contribution to revenue.
"With a prudent view on the development of revenues from licence fee
arrangements, the Group is targeting a reduction in operating cash outflow to
below £3 million for FY24 (compared with more than £6 million for FY23)
following a reset of the cost base, and to reach positive cash flow by the end
of FY26, which will require approximately £6 million of revenue in FY26.
"The Group's unaudited cash balance at the end of June was £0.2 million. In
addition to trading income in July, further funding will be required in the
short term in order to continue as a going concern. The Directors are
actively reviewing all possible financing options that are in the best
interests of the Company and its shareholders and continue to take steps to
carefully manage its working capital. Whilst the Board is aiming for a
satisfactory outcome of the financing there can be no certainty that these
discussions will be successful, nor as to the terms or timing thereof."
In a further trading update on 7 July 2023, the Company stated:
"After a difficult 12 months, the Company is pleased to be able to report four
new contacts signed in the last three weeks. All four contracts relate to
FY24 and were included in the pipeline set out in the trading update announced
on 4 July 2023, and represent an important early contribution towards reaching
the Company's revenue targets for the year ending 30 June 2024. The combined
value of up to £507,000 represents total contract value, and the final value
to be recognised as revenue will be subject to scientific attrition as the
contracts progress.
· The first contract is with a top ten pharmaceutical
company that requires Optimer binders to support a bioprocessing application.
As part of this agreement, Aptamer Group will develop Optimer binders to
enable new methods to purify gene therapies. Following successful Optimer
development and customer validation, there is potential for additional
downstream licensing revenue.
· The second contract is to support a US-based gene therapy
company with Optimer binders to a key target in neurodegenerative disease.
Aptamer Group will develop Optimer binders to enable reliable measurements of
a disease biomarker in the Company's research immunoassays. The Optimer
binders will be used with an antibody in a sandwich pair format to advance
neuroscience disease research.
· The third contract is with a US-based genetic medicine
company to generate Optimer binders for two viral targets. The developed
Optimer binders will be critical reagents in QC assays to enable batch release
of new medicines. Following the successful development of the Optimer
binders, there is potential for further downstream licensing revenue should
the binders be integrated into the Company's processes.
· The final contract signed is a follow-on deal with a
US-based vaccine development company. Following initial positive results in
an earlier project, as part of a new agreement, Aptamer Group will develop
Optimer binders to viral targets to improve the selectivity and enable
multiplex analysis in QC assays. Again upon successful customer validation of
the developed Optimer binders, there is potential for further downstream
licensing revenue if the binders are used as critical reagents within the
intended assays.
"As noted in the trading update issued on 4 July 2024, the Group's unaudited
cash balance at the end of June was £0.2 million. In addition to trading
income, further funding will be required in the short-term in order to
continue as a going concern. The Directors are actively reviewing all
possible financing options that are in the best interests of the Company and
its shareholders and continue to take steps to carefully manage working
capital. Whilst the Board is aiming for a satisfactory outcome of the
financing, there can be no certainty that these discussions will be
successful, nor as to the terms or timing thereof."
Save that, as at 28 July 2023, the Group's unaudited cash balance was £0.2
million, the Company's current trading and outlook remains in line with these
statements.
Risk Factors
In addition to the risk factors set out in the Company's AIM Admission
Document dated 16 December 2021 and the section headed "principal risks and
uncertainties" in the Company's annual report and accounts for the financial
year ended 30 June 2022, which should be considered carefully in evaluating
whether to make an investment in the Company, the Directors note the
following:
Going concern
Should Shareholder approval not be obtained at the General Meeting, the
Company will not receive the proceeds of the Conditional Placing or the
Subscription and, unless it is able to raise funds from other sources in the
very short term, would in all likelihood not be able to continue as a going
concern. If the Company cannot continue as a going concern, it would enter an
insolvency process almost immediately, and there would in all probability be
no value for Shareholders once all liabilities had been settled. In such
circumstances the Ordinary Shares would cease trading on the London Stock
Exchange.
Loss making and early-stage of revenue generation
Aptamer Group is at an early stage of its development and faces a number of
operational, strategic and financial risks frequently encountered by companies
looking to bring new products or services to the market. Aptamer Group has
not yet reported a profit and there can be no assurance that it will do so.
The Group currently has not generated a net positive operating cash flow and
its ultimate success will depend on the Board's ability to implement the
Group's strategy and generate positive cash flow. Whilst the Board is
optimistic about the Group's prospects, there is no certainty that anticipated
outcomes and sustainable revenue streams will be achieved. There can be no
assurance that the Group's proposed operations will be cash generative or
produce a reasonable return, if any, on any investment.
New ventures and/or partnerships with third parties may not be successful
The Group has entered into a number of collaborative ventures with third
parties. It may also in the future enter into further ventures, partnerships
or other collaborative arrangements with these existing and/or other third
parties. There is a risk that such ventures, partnerships or other
collaborative arrangements may not be commercially successful. It is
possible that the working relationship between the parties may break down,
that substantial costs and/or liabilities may be incurred in attempting to
deliver the product or service in question, and/or that the venture,
partnership or other arrangement may not yield the returns expected.
There is a risk that parties with which the Group has business relationships,
including its partners and those with which it collaborates, may become
insolvent or may otherwise become unable or unwilling to fulfil their
obligations as part of the arrangement. This could detrimentally affect
projects upon which the parties are collaborating and could adversely affect
the Group's ability to deliver the products or services in question, which may
in turn have a negative impact upon its business, financial position and
prospects. It may also result in the Group having to input further capital
into the project in order to ensure that delivery of the project remains
unaffected. This extra cost could in turn adversely affect the business,
revenues and profitability of the Group.
The Group may experience delays which could lead to detrimental outcomes for
development projects
Both Aptamer Group and its target customers operate in complex scientific
areas where individual projects or new technology developments can take months
or years to complete. Accordingly, delays in a customer's or target
customer's development schedule or changing strategic priorities could cause a
delay in the development of a new product or technology for reasons beyond
Aptamer Group's control. Such delays could have an adverse impact on the
Group's business, financial condition and results of operations.
Additional financing
The Group expects to incur significant costs in connection with development,
commercialisation and Intellectual Property protection of its technology.
The Group's working capital requirements depend on numerous factors, including
the rate of market acceptance of its services, its ability to attract
customers and other factors that may be outside of the Group's control. The
Group may require additional financing in the medium to long term, whether
from equity or debt sources, to finance working capital requirements or to
finance its growth through future stages of development.
Any additional share issue may have a further dilutive effect on Shareholders,
particularly if they are unable to, or choose not to, subscribe by taking
advantage of rights of pre-emption that may be available. Any debt funding may
require the lender to take security over the assets of the Group, which may be
exercised if the Group were to be unable to comply with the terms of the
relevant debt facility agreement. Failure to obtain adequate future
financing on acceptable terms, if at all, could cause the Group to delay,
reduce or abandon its development programmes or hinder commercialisation of
its product portfolio and could have a material adverse effect on the Group's
business, financial condition or operating results.
Investment in AIM securities and liquidity of the Group's Ordinary Shares
An investment in companies whose shares are traded on AIM is perceived to
involve a higher degree of risk and be less liquid than an investment in
companies whose shares are listed on the Official List. AIM is a market
designed primarily for emerging or smaller companies. The rules of this
market are less demanding than the Official List. The future success of AIM
and liquidity in the market for Ordinary Shares cannot be guaranteed. In
particular, the market for Ordinary Shares may become or may be relatively
illiquid and therefore, such Ordinary Shares may be or may become difficult to
sell.
The market for the Ordinary Shares following First Admission and Second
Admission may be highly volatile and subject to wide fluctuations in response
to a variety of factors which could lead to losses for Shareholders. These
potential factors include amongst others: any additions or departures of key
personnel, litigation and press, newspaper and/or other media reports.
Prospective investors should be aware that the value of the Ordinary Shares
may go down as well as up, that the market price of the Ordinary Shares may go
down as well as up and that the market price of the Ordinary Shares may not
reflect the underlying value of the Group. Investors may, therefore, realise
less than or lose all of their investment.
Details of the Fundraise
The Company has conditionally raised a total of £3.6 million (before
expenses) through the Firm Placing, Conditional Placing and the Subscription.
The Company intends to issue up to 360,000,000 New Ordinary Shares pursuant to
the Fundraise, comprising:
· a total of 10,318,390 New Ordinary Shares placed by
Turner Pope pursuant to the Firm Placing as agent of the Company at the Issue
Price, raising gross proceeds of approximately £0.1 million (before
expenses);
· a total of 339,281,610 New Ordinary Shares conditionally
placed by Turner Pope pursuant to the Conditional Placing as agent of the
Company at the Issue Price, raising gross proceeds of approximately £3.4
million (before expenses); and
· a total of 10,400,000 New Ordinary Shares conditionally
subscribed for by the Subscribers at the Issue Price pursuant to the
Subscription, raising gross proceeds of approximately £0.1 million (before
expenses).
The Issue Price represents a discount of 78.95 per cent. to the closing price
per Ordinary Share of 4.75 pence at close of business on 28 July 2023, being
the last practicable date prior to the announcement of the Fundraise. The New
Ordinary Shares to be issued pursuant to the Fundraise will represent
approximately 84.26 per cent. of the Enlarged Issued Share Capital.
Certain of the Directors, Proposed Directors and PDMRs have agreed to
participate in the Fundraise by participating in the Placing and the
Subscription in aggregate in the amount of approximately £0.3 million
(further details are set out below).
The Firm Placing, the Conditional Placing and the Subscription are not being
underwritten.
Details of the Firm Placing
Pursuant to the Firm Placing, the Company has raised approximately £0.1
million (before expenses), by way of a firm placing of 10,318,390 New Ordinary
Shares at the Issue Price. The Firm Placing is not conditional on the
Resolutions being passed at the General Meeting and instead will utilise the
Company's existing authorities to allot shares and disapply pre-emption rights
granted at the Company's Annual General Meeting in December.
The Placing of the Firm Placing Shares is conditional, inter alia, upon:
· compliance by the Company in all material respects with its
obligations under the Placing Agreement which fall due prior to First
Admission; and
· First Admission becoming effective by not later than 8.00 a.m. on 4
August 2023 (or such later date as is agreed between the Company, Turner Pope
and SPARK, being not later than 8.00 a.m. on the Long Stop Date).
The Firm Placing Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares.
Application will be made for the Firm Placing Shares to be admitted to trading
on AIM ("First Admission"). It is expected that settlement of the Firm Placing
Shares and First Admission will take place at 8.00 a.m. on or around 4 August
2023.
Details of the Conditional Placing and the Subscription
Conditional Placing
The Company has conditionally raised approximately £3.4 million (before
expenses) through the Conditional Placing. The Conditional Placing Shares will
be issued at the Issue Price.
The Conditional Placing is conditional, inter alia, upon:
(a) the issue of the Firm Placing Shares and First Admission occurring by no later than 4 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date);
(b) the passing of the Resolutions at the General Meeting (or any adjournment thereof) by not later than 17 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date);
(c) the Placing Agreement becoming unconditional in all respects (other than in respect of Admission) and not having been terminated in accordance with its terms;
(d) the Company having complied in all material respects with its obligations under the Placing Agreement; and
(e) Second Admission occurring by not later than 8.00 a.m. on 21 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date).
If any of the conditions to the Conditional Placing or the Subscription are
not satisfied or waived (where capable of waiver), the Conditional Placing and
the Subscription will not proceed, the New Ordinary Shares will not be issued
pursuant to the Conditional Placing and the Subscription and any monies
received by Turner Pope or the Company in connection with the Conditional
Placing and the Subscription (as the case may be) will be returned to the
applicants (at the applicants' risk and without interest) as soon as possible
thereafter.
The Conditional Placing Shares, when issued and fully paid, will rank pari
passu in all respects with the Existing Ordinary Shares.
Application will be made for the Conditional Placing Shares (together with the
Subscription Shares) to be admitted to trading on AIM ("Second Admission"). It
is expected that settlement of the Conditional Placing Shares and Second
Admission will take place at 8.00 a.m. on or around 21 August 2023.
Details of the Subscription
Certain Directors, Proposed Directors, PDMRs and associates and persons
connected to such persons have agreed to subscribe for, in aggregate,
10,400,000 New Ordinary Shares pursuant to the Subscription direct with the
Company.
The Subscription Shares will be issued at the Issue Price, raising
approximately £0.1 million (before expenses) for the Company. The parties
who have subscribed pursuant to the Subscription have subscribed directly with
the Company for the Subscription Shares.
The Subscription Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares.
The Subscription Shares have been subscribed for conditional, inter alia,
upon:
(f) the passing of the Resolutions at the General Meeting;
(g) the Placing Agreement becoming unconditional in all respects (other than in respect of Admission) and not having been terminated in accordance with its terms; and
(h) Second Admission becoming effective.
If these conditions are not satisfied, the Subscription Shares will not be issued.
Application will be made for the Subscription Shares (together with the
Conditional Placing Shares) to be admitted to trading on AIM ("Second
Admission"). It is expected that settlement of the Subscription Shares and
Second Admission will take place at 8.00 a.m. on or around 21 August 2023.
Details of the Directors, Proposed Directors and other PDMRs participating in
the Placing and the Subscription
Pursuant to the terms and conditions of the Subscription Agreements, certain
individuals including certain Directors and Proposed Directors have agreed to
participate in the Subscription and subscribe for the following number of
Subscription Shares at the Issue Price, to raise (in aggregate) gross proceeds
of £30,000 (before expenses) for the Company.
The following Director and Proposed Director have agreed to participate in the
Subscription in the amounts set out next to their name below. The
Subscription is conditional on the Placing completing.
Director Number of shares in the Subscription Amount Resultant shareholding on Second Admission Percentage of enlarged share capital on Second Admission
Dr Ian Gilham 2,000,000 £20,000 2,021,367 0.46%
Proposed Directors
Stephen Hull 1,000,000 £10,000 2,436,400 0.55%
In addition, the following Directors, Proposed Directors and other PDMRs have
agreed to participate in the Placing on equivalent terms and conditions and at
the same Issue Price as other participants in the Placing:
Director Number of shares in the Placing Amount Resultant shareholding on Second Admission Percentage of enlarged share capital on Second Admission
Dr Rob Quinn 2,000,000 £20,000 2,000,000 0.46%
Dr David Bunka 1,000,000 £10,000 13,524,200 3.08%
Proposed Director
Dr Arron Tolley 1,000,000 £10,000 16,794,200 3.82%
Dean Fielding 1,490,000 £14,900 1,727,400 0.39%
Dr Adam Hargreaves 17,500,000 £175,000 17,500,000 3.99%
Other PDMRs
Alastair Fleming (COO) 500,000 £5,000 500,000 0.11%
Andrew Rapson (CFO) 500,000 £5,000 500,000 0.11%
Placing Agreement
Pursuant to the terms of the Placing Agreement, Turner Pope, as agent for the
Company, conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing Agreement
is conditional, amongst other things, on none of the warranties given to
Turner Pope and SPARK being or becoming untrue, inaccurate or misleading in
any respects on or before Second Admission.
Under the Placing Agreement, the Company has agreed to pay to Turner Pope a
fixed sum and/or commissions based on the aggregate value of the Placing, and
the costs and expenses incurred in relation to the Placing, and to grant
36,000,000 Broker Warrants to Turner Pope.
The Placing Agreement contains customary warranties given by the Company in
favour of Turner Pope and SPARK in relation to, amongst other things, the
accuracy of the information in the Circular and other matters relating to the
Group and its business. In addition, the Company has agreed to indemnify
Turner Pope and SPARK (and their respective affiliates) in relation to certain
liabilities which they may incur in respect of the Placing.
Turner Pope and SPARK have the right to terminate the Placing Agreement in
certain circumstances prior to Second Admission, in particular, in the event
of breach of the warranties, the occurrence of a material adverse change or if
the Placing Agreement does not become unconditional.
Rights of the New Ordinary Shares
The New Ordinary Shares will, when issued, be credited as fully paid and will
be issued subject to the Articles and rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the New Ordinary Shares and will, on issue,
be free of all claims, liens, charges and encumbrances.
Broker Warrants and Settlement Shares
Under the terms of the Placing Agreement, 36,000,000 Broker Warrants will be
issued to JIM Nominees Limited (as nominee on behalf of Turner Pope) as part
consideration payable to Turner Pope for its services as placing agent to the
Placing. The Broker Warrants, which are constituted by the Broker Warrant
Instrument, will be exercisable at an exercise price equal to the Issue Price
per Ordinary Share at any time up to the date three years following Second
Admission. No application is being made for the Broker Warrants to trading on
AIM.
Under the terms of an engagement letter with SPARK, the Company's nominated
adviser, conditional on the Second Admission, SPARK will receive 10,000,000
New Ordinary Shares as settlement of certain outstanding fees that total
£100,000.
Admission, Settlement and Dealings
The New Ordinary Shares will be issued credited as fully paid and will rank
pari passu with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid in respect of
Ordinary Shares after First Admission or Second Admission (as applicable).
An application will be made to the London Stock Exchange for the Firm Placing
Shares to be admitted to trading on AIM.
It is expected that First Admission will occur and dealings on AIM will
commence in the Firm Placing Shares at 8.00 a.m. on or around 4 August 2023
(or such later time and/or date as Turner Pope and SPARK may agree with the
Company, being not later than 8.00 a.m. on the Long Stop Date).
It is expected that CREST accounts of the investors in the Firm Placing Shares
who hold their Ordinary Shares in CREST will be credited with their New
Ordinary Shares on or around 4 August 2023.
In the case of investors in the Firm Placing Shares holding their Ordinary
Shares in certificated form, it is expected that certificates will be
dispatched within 10 business days of First Admission. Pending despatch of the
share certificates or the crediting of CREST accounts, the registrar will
certify any instruments of transfer against the register.
It is expected that Second Admission will occur and dealings on AIM will
commence in the Conditional Placing Shares, the Subscription Shares and the
Settlement Shares subject, inter alia, to the passing of the Resolutions at
the General Meeting at 8.00 a.m. on or around 21 August 2023 (or such later
time and/or date as Turner Pope and SPARK may agree with the Company, being
not later than 8.00 a.m. on the Long Stop Date).
It is expected that CREST accounts of the investors in the Conditional Placing
Shares and the Subscription Shares who hold their Ordinary Shares in CREST
will be credited with their New Ordinary Shares on or around 21 August 2023.
In the case of investors in the Conditional Placing Shares holding their
Ordinary Shares in certificated form, it is expected that certificates will be
dispatched within 10 business days of Second Admission. Pending despatch of
the share certificates or the crediting of CREST accounts, the registrar will
certify any instruments of transfer against the register.
Related Party Transaction
The participation of Dr Ian Gilham, Dr Rob Quinn, Dr David Bunka and Dr Arron
Tolley in the Placing and Subscription is regarded as a related party
transaction under the AIM Rules. They are participating on the same terms as
all other investors.
The independent directors, being all of the existing Directors other than Dr
Ian Gilham, Dr Rob Quinn and Dr David Bunka consider, having consulted with
SPARK as the Company's nominated adviser, that the terms of the transaction
are fair and reasonable insofar as its shareholders are concerned.
General Meeting
The Directors do not currently have sufficient authority to allot in full the
New Ordinary Shares (pursuant to the Conditional Placing and Subscription).
Accordingly, the Board is seeking the approval of Shareholders to allot the
New Ordinary Shares (pursuant to the Conditional Placing and Subscription). At
the General Meeting, together with approval to disapply pre-emption rights.
A notice convening a General Meeting of the Company, to be held at the
Company's offices at Windmill House, Innovation Way, York YO10 5BR at 11.00
a.m. on 17 August 2023 will today be posted to Shareholders.
At the General Meeting, the following resolutions will be proposed:
· Resolution 1 (subject to Resolution 4 being passed):
which is an ordinary resolution to authorise the Directors to: (a) allot
equity securities (as defined in section 560 of the Act) up to a maximum
aggregate nominal amount of £395,682 in connection with (a) the Conditional
Placing and the Subscription (b) the issue of the Broker Warrants and (c) the
issue of the Settlement Shares;
· Resolution 2 (subject to Resolutions 1, 4 and 5 being
passed): which is an ordinary resolution to authorise the Directors to (a)
allot equity securities (as defined in section 560 of the Act) up to a maximum
aggregate nominal amount of £109,773 in connection with any director(s')
(including a non-executive director) or employees' share option scheme, plan
or share option agreement adopted by the Company;
· Resolution 3 (subject to Resolutions 1, 4 and 6 being
passed): which is an ordinary resolution to authorise the Directors to: (a)
allot equity securities (as defined in section 560 of the Act) up to a maximum
aggregate nominal amount of £146,349 (being approximately 33.33 per cent. of
the Enlarged Share Capital) and £292,742 in relation to a rights issue only
(being approximately 66.67 per cent. of the Enlarged Share Capital;
· Resolution 4 (subject to Resolution 1 being passed):
which is a special resolution to authorise the Directors to: (a) issue and
allot equity securities (as defined in section 560 of the Act) on a
non-pre-emptive basis up to a maximum aggregate nominal amount of £395,682 in
connection (a) the Conditional Placing and the Subscription (b) the issue of
the Broker Warrants and (c) the issue of the Settlement Shares;
· Resolution 5 (subject to Resolutions 1, 2 and 4 being
passed): which is a special resolution to authorise the Directors to: (a)
issue and allot equity securities (as defined in section 560 of the Act) on a
non-pre-emptive basis up to a maximum aggregate nominal amount of £109,773 in
connection with any director(s') (including a non-executive director) or
employees' share option scheme, plan or share option agreement adopted by the
Company; and
· Resolution 6 (subject to Resolution 1, 3 and 4 being
passed): which is a special resolution to authorise the Directors to: (a)
issue and allot equity securities (as defined in section 560 of the Act) on a
non-pre-emptive basis up to a maximum aggregate nominal amount of £65,864
(being approximately 15 per cent. of the Enlarged Share Capital).
Resolution 3 is intended to revoke and replace Resolution 10 passed at the
annual general meeting of the Company held on 1 December 2022 but without
prejudice to any allotment of shares or grant of rights already made, offered
or agreed to be made pursuant to such authority.
Following the issue of the Firm Placing Shares, Resolution 6 is intended to
refresh Resolution 11 passed at the annual general meeting of the Company held
on 1 December 2022.
Further information on the Resolutions to be proposed at the General Meeting
will be set out in the Circular.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolutions from David Bunka, Arron Tolley and Stephen Hull in respect of in
aggregate 29,754,800 Ordinary Shares representing 43.07 per cent. of the
issued share capital.
Total Voting Rights
Immediately following First Admission, the Company will have 79,410,107
ordinary shares of £0.001 each in issue.
Immediately following Second Admission the Company will have 439,091,717
ordinary shares of £0.001 each in issue.
The Company does not hold any shares in treasury and all of the Ordinary
Shares have equal voting rights. Therefore, the figures above represent the
total voting rights in the Company and may be used by shareholders as the
denominator for the calculations by which they can determine if they are
required to notify their interest in, or a change to their interest in the
Company under the Rules.
- ENDS -
For further information, please contact:
Aptamer Group plc +44 (0) 1904 217 404
Dr Rob Quinn
SPARK Advisory Partners Limited - Nominated Adviser +44 (0) 20 3368 3550
Andrew Emmott / Mark Brady / Adam Dawes
Turner Pope Investments (TPI) Ltd - Broker +44 (0) 20 3657 0050
James Pope / Andrew Thacker
Consilium Strategic Communications +44 (0) 20 3709 5700
Matthew Neal / Lucy Featherstone
aptamergroup@consilium-comms.com (mailto:aptamergroup@consilium-comms.com)
Unless otherwise indicated, capitalised terms in this announcement have the
meaning given to them in this announcement (including the definitions section
included in the Appendix).
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018.
About Aptamer Group plc
Aptamer (http://www.aptamergroup.com/) develops custom affinity binders
through its proprietary Optimer(®) platform to enable new approaches in
therapeutics, diagnostics, and research applications. The Company strives to
deliver transformational solutions that meet the needs of life science
researchers and developers through the use of its proprietary Optimer
platform.
Optimer binders are oligonucleotide affinity ligands that can function as an
antibody alternative. The global affinity ligand market is currently worth
over $170 billion. Optimer binders are engineered to address many of the
issues found with alternative affinity molecules, such as antibodies, and
offer new, innovative solutions to bioprocessing, diagnostic and
pharmaceutical scientists.
Aptamer has successfully delivered projects for global pharma companies,
diagnostic development companies, and research institutes covering a range of
targets and applications with the objective of establishing royalty-bearing
licenses. Through the unique Optimer technology and processes, scientists and
collaborators can make faster, more informed decisions that support discovery
and development across the Life Sciences.
Important Notices
Neither this announcement, nor any copy of it may be made or transmitted into
the United States of America (including its territories or possessions, any
state of the United States of America and the District of Columbia) (the
"United States"). Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities laws. Any
failure to comply with this restriction may constitute a violation of United
States, Australian, Canadian, South African, New Zealand or Japanese
securities laws or the securities laws of any other jurisdiction (other than
the United Kingdom). The distribution of this announcement in other
jurisdictions may also be restricted by law and persons into whose possession
this announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation
to sell or issue, or a solicitation of any offer to acquire, purchase or
subscribe for, securities of the Company.
The New Ordinary Shares have not been, nor will be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or the securities
laws of any state or jurisdiction of the United States, and may not be offered
or sold within the United States to, or for the account or benefit of, US
person (as that term is defined in Regulation S under the US Securities Act),
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and such other applicable
state securities laws. Accordingly, the New Ordinary Shares are being offered
hereby only outside the United States in reliance upon Regulation S under the
US Securities Act in offshore transactions.
No representation or warranty, express or implied, is made by the Company,
SPARK or Turner Pope as to any of the contents of this announcement, including
its accuracy, completeness or for any other statement made or purported to be
made by it or on behalf of it, the Company, the Directors or any other person,
in connection with the Placing, the Subscription, First Admission and Second
Admission, and nothing in this announcement shall be relied upon as a promise
or representation in this respect, whether as to the past or the future
(without limiting the statutory rights of any person to whom this announcement
is issued).
Forward-Looking Statements
Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'',
''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would",
"could" or "should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, cashflows, synergies, economic performance,
indebtedness, financial condition, dividend policy and future prospects; and
(ii) business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions, some of which are outside of the Company's
influence and/or control.
Many factors could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, amongst others, economic and business
cycles, competition in the Company's principal markets, acquisitions or
disposals of businesses or assets, changes in government and other regulation,
changes in political and economic stability and trends in the Company's
principal industries. Due to such uncertainties and risks, undue reliance
should not be placed on such forward-looking statements, which speak only as
of the date of this announcement.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not occur. No
statement in this announcement is intended to be a profit estimate or profit
forecast. The forward-looking statements contained in this announcement speak
only as of the date of this announcement. Neither the Company nor its
Directors nor any person acting on its or their behalf 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.
Expected Timetable of Key Events
All dates 2023
Announcement of the Fundraise 31 July
Dispatch of the Circular 31 July
First Admission of the Firm Placing Shares to trading on AIM and commencement 8.00 a.m. on or around 4 August
in dealings
CREST accounts credited in respect of the Firm Placing Shares 4 August
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 15 August
Latest time and date for receipt of CREST proxy instructions and CREST voting 11.00 a.m. on 15 August
instructions or casting of proxy vote online or electronically
General Meeting 11.00 a.m. on 17 August
Announcement of results of General Meeting 17 August
Second Admission and commencement of dealings in the Conditional Placing 8.00 a.m. on or around 21 August
Shares and the Subscription Shares
CREST accounts credited in respect of the Conditional Placing Shares and the 21 August
Subscription Shares
Despatch of definitive share certificates for applicable Conditional Placing Within 10 business days of
Shares and the Subscription Shares 21 August
Notes:
(a) If any of the details contained in the timetable above
should change, the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information Service.
(b) All references to time and dates in this document are
to time and dates in London.
(c) Certain of the events in the above timetable are
conditional upon, amongst other things, the approval of the Resolutions to be
proposed at the General Meeting.
Key Statistics
Number of Existing Ordinary Shares 69,091,717
Number of New Ordinary shares issued pursuant to the Firm Placing 10,318,390
Number of New Ordinary shares issued pursuant to the Conditional Placing 339,281,610
Number of Subscription Shares 10,400,000
Number of Settlement Shares 10,000,000
Total Number of New Ordinary Shares up to 370,000,000
Number of Broker Warrants 36,000,000
Issue Price 1 pence
Percentage of the Enlarged Share Capital represented by the New Ordinary 84.26 per cent.
Shares
Gross proceeds of the Firm Placing £0.1 million
Gross proceeds of the Conditional Placing £3.4 million
Gross proceeds of the Subscription £0.1 million
Gross proceeds of the Fundraise up to £3.6 million
Estimated net proceeds of the Fundraise up to £3.2 million
Enlarged Share Capital immediately following Second Admission 439,091,717
DEFINITIONS
The following definitions apply throughout this announcement unless the
context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Articles" the Company's articles of association;
"Board" or "Directors" the directors of the Company as at the date of this announcement;
"Broker Warrant Instrument" the warrant instrument dated 31 July 2023 and executed by the Company under
which, conditional on Second Admission becoming effective, the Broker Warrants
will be issued to JIM Nominees Limited (as nominee on behalf of Turner Pope);
"Broker Warrants" the 36,000,000 unlisted warrants to be issued to JIM Nominees Limited (as
nominee on behalf of Turner Pope) to subscribe for up to 36,000,000 new
Ordinary Shares, equivalent to 10 per cent. of the aggregate number of Firm
Placing Shares, Conditional Placing Shares and Subscription Shares exercisable
at the Issue Price for three years from Admission, as constituted by the
Broker Warrant Instrument;
"Business Day" any day (excluding Saturdays and Sundays) on which banks are open in London
for normal banking business and the London Stock Exchange is open for trading;
"certificated" or "in certificated form" where an Ordinary Share is not in uncertificated form (i.e. not in CREST);
"Circular" or "document" the circular to be posted to Shareholders on the date of this announcement
containing a Notice of General Meeting;
"Conditional Placing" the proposed placing of the Conditional Placing Shares at the Issue Price on a
non-pre-emptive basis, on the terms and conditions set out in the Placing
Agreement, subject to the passing of the Resolutions at the General Meeting;
"Conditional Placing Shares" 339,281,610 Ordinary Shares to be allotted and issued to new and existing
institutional and other investors by the Company, pursuant to the Conditional
Placing;
"Company" or "Aptamer" Aptamer Group plc, a public limited company registered in England and Wales
with company number 09061413 and having its registered office at Windmill
House, Innovation Way, York, England, YO10 5BR;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear in accordance with the CREST
Regulations;
"CREST Manual" the CREST Manual referred to in agreements entered into by Euroclear and
available at www.euroclear.com;
"CREST member" a person who has been admitted to CREST as a system-member (as defined in the
CREST Regulations);
"CREST member account ID" the identification code or number attached to a member account in CREST;
"CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations);
"CREST participant ID" shall have the meaning given in the CREST Manual;
"CREST payment" shall have the meaning given in the CREST Manual;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a CREST sponsored member;
"Enlarged Share Capital" the entire issued share capital of the Company on Second Admission following
completion of the Fundraise;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 69,091,717 Ordinary Shares in issue at the date of this announcement;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Settlement Shares" the 10,000,000 New Ordinary Shares to be issued to SPARK in settlement of
£100,000 owed to SPARK;
"First Admission" the admission of the Firm Placing Shares to trading on AIM becoming effective
in accordance with the AIM Rules;
"Firm Placing" the placing of the Firm Placing Shares at the Issue Price pursuant to the
terms of the Placing Agreement utilising the Company's existing share
allotment authorities;
"Firm Placing Shares" 10,318,390 Ordinary Shares to be issued in connection with the Firm Placing;
"Form of Proxy" the form of proxy for use by Shareholders in relation to the General Meeting,
a hard copy of which can be requested from the Company's registrar Link Group
in accordance with the instructions set out in the Circular;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraise" the Placing and the Subscription;
"General Meeting" the General Meeting of the Company convened for 11.00 a.m. on 17 August 2023
or any adjournment thereof, notice of which will be set out in the Circular;
"Group" the Company and its subsidiaries (as defined in the Act);
"Issue Price" 1 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 31 August 2023;
"New Ordinary Shares" the Firm Placing Shares, the Conditional Placing Shares, the Subscription
Shares and the Settlement Shares;
"Notice of General Meeting" the notice convening the General Meeting set out in the Circular;
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 0.1 pence each in the capital of the Company in issue
from time to time;
"PDMRs" Persons Discharging Managerial Responsibilities as defined by the Market Abuse
Regulation (EU) No.596/2014 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented;
"Placing" the Firm Placing and the Conditional Placing;
"Placing Agreement" the conditional placing agreement entered into between the Company, Turner
Pope and SPARK in respect of the Placing, dated 31 July 2023;
"Placing Shares" the Firm Placing Shares and the Conditional Placing Shares;
"Regulatory Information Service" the meaning given to it in the AIM Rules;
"Resolutions" the resolutions to be proposed at the General Meeting, the full text of which
are set out in the Notice of General Meeting;
"Second Admission" the admission of the Conditional Placing Shares, the Subscription Shares and
the Settlement Shares to trading on AIM becoming effective in accordance with
the AIM Rules;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares, and the term "Shareholder" shall be
construed accordingly;
"SPARK" SPARK Advisory Partners Limited, a private limited company incorporated in
England and Wales under company number 03191370 and having its registered
office at 5 St. John's Lane, London, EC1M 4BH, the Company's nominated adviser
in accordance with the AIM Rules;
"stock account" an account within a member account in CREST to which a holding of a particular
share or other security in CREST is credited;
"Subscribers" certain of the Directors, Proposed Directors, PDMRs and certain of their
connected persons and associates who have agreed to participate in the
Subscription on the terms of the Subscription Agreements;
"Subscription" the conditional subscriptions made at the Issue Price by the Subscribers;
"Subscription Agreements" the subscription agreements entered into between the Company and each of the
Subscribers pursuant to which they have agreed to subscribe for certain of the
Subscription Shares;
"Subscription Shares" the 10,400,000 New Ordinary Shares proposed to be issued at the Issue Price,
pursuant to the Subscription;
"Turner Pope" Turner Pope Investments (TPI) Ltd, a private limited company incorporated in
England and Wales under company number 09506196 and having its registered
office at 8 Frederick's Place, London, England, EC2R 8AB, the Company's
appointed broker and placing agent for the Placing;
"uncertificated" or recorded on the relevant register or other record of the share or other
"uncertificated form" security concerned 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;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"VWAP" volume weighted average price; and
"£" or "Pounds" UK pounds sterling, being the lawful currency of the United Kingdom.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCGUGDRLXXDGXBRecent news on Aptamer
See all newsREG - Aptamer Group PLC - Holding(s) in Company
AnnouncementREG - Aptamer Group PLC - Holding(s) in Company
AnnouncementREG - Aptamer Group PLC - Holding(s) in Company
AnnouncementREG - Aptamer Group PLC - Top Pharma Company evaluates Optimer for medicine
AnnouncementREG - Aptamer Group PLC - TR-1: Notification of major holdings
Announcement