REG - Aptamer Group PLC - Proposed Placing, Subscription and Retail Offer
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RNS Number : 0413Y Aptamer Group PLC 25 March 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
MARKET ABUSE REGULATIONS. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR)
WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
25 March 2026
Aptamer Group plc
("Aptamer", the "Company" or the "Group")
Proposed Placing, Subscription and Retail Offer
Aptamer Group plc (AIM: APTA), the leading developer of next-generation
synthetic binders delivering innovation to the life science
industry, announces its intention to conduct an equity Fundraise
to raise gross proceeds of an expected minimum of £3.75 million.
The Fundraise will be undertaken through (i) a placing (the "Placing") and
direct subscription (the "Subscription") to raise an aggregate expected
minimum of £3.75 million through the issue of new ordinary shares of 0.1
pence each in the capital of the Company ("Ordinary Shares") to new and
existing institutional investors at an issue price of 0.6 pence per new
Ordinary Share (the "Issue Price") and (ii) a retail offer to existing
shareholders for up to £0.5 million at the Issue Price (the "Retail Offer")
(together, the "Fundraise").
The Placing and Subscription are not available to the public and will be
conducted by way of an Accelerated Bookbuild ("Accelerated Bookbuild") which
will open immediately following release of this Announcement in accordance
with the terms and conditions set out in Appendix I. The Accelerated Bookbuild
is expected to close at 4.30pm today, although may be closed earlier or later
or may be terminated at any time prior to close at the discretion of the
Bookrunner and the Company. Subject to demand, the Bookrunner and Company may
increase the size of the Fundraise.
The Company will also issue Warrants over new Ordinary Shares on the basis of
one Warrant for every three Ordinary Shares issued pursuant to the Fundraise.
Each Warrant will entitle the holder to subscribe for one new Ordinary Share
at any time in the two years from the date of grant. The Warrants are
conditional on the Resolutions being passed at the General Meeting.
A further announcement confirming the closing of the Accelerated Bookbuild,
and the number of Placing Shares, Subscription Shares and Warrants to be
issued pursuant to the Placing and Subscription, is expected to be made in due
course.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix I to this Announcement,
unless the context requires otherwise.
Fundraise summary:
· Placing, Subscription and Retail Offer (together, the "Fundraise") to
raise expected minimum gross proceeds of £3.75 million through the proposed
issue of new Ordinary Shares at 0.6 pence each.
· The net proceeds of the Fundraise are expected to be applied
approximately as follows: (i) c.£0.75 million to working capital, extending
the Group's cash runway through to 2028; (ii) c.£1.1 million to in vivo
development of the Group's liver fibrosis delivery vehicle and targeted
radiopharmaceutical pipeline; (iii) c.£1.1 million to building and deploying
an AI‑enabled Optimer® discovery engine focused on undeliverable and
undruggable targets, including RNA‑binding proteins and transcription
factors and (iv) c.£0.4 million to enhance the Group's manufacturing
capabilities.
· Turner Pope Investments (TPI) Ltd ("Turner Pope") is acting as sole
bookrunner and sole broker in respect of the Placing.
· The final number and allocation of the Placing Shares will be
determined by Turner Pope in consultation with the Company and the result of
the Placing and the Subscription will be announced as soon as practicable
after the closing of the Accelerated Bookbuild.
· Participants in the Fundraise will also receive one warrant to
subscribe for new Ordinary Shares for every three new Ordinary Shares
subscribed for in the Placing, Subscription or Retail Offer with an exercise
price of 0.9 pence per share (being a 50% premium to the Issue Price)
("Warrants").
Due to limits on the existing share authorities available to issue new
Ordinary Shares, the Fundraise will be conducted in two tranches.
· a firm placing of Placing Shares (the "Firm Placing Shares") at the
Issue Price, to be issued pursuant to the Company's existing authorities to
issue and allot equity securities on a non-pre-emptive basis (the "Firm
Placing"); and
· a conditional placing of Placing Shares (the "Conditional Placing
Shares") at the Issue Price, to be issued conditional on the passing of the
Resolutions at the General Meeting (as described further below) (the
"Conditional Placing"). In addition, the issue of new Ordinary Shares under
the Subscription and the Retail Offer, and the issue of the Broker Warrants
and the Warrants, will be subject to the passing of the Resolutions at the
General Meeting. Accordingly, subject to the passing of such Resolutions, the
Subscription and the Retail Offer will complete at the same time as the
Conditional Placing.
If for any reason the Resolutions are not passed at the General Meeting the
Warrants will not be issued and subscribers in the Firm Placing will receive
Firm Placing Shares only.
The Company has authority to issue a maximum of 674,244,594 new Ordinary
Shares without pre-emption under the existing authorities.
Allocations in the Conditional Placing, Subscription and Retail Offer will
settle in the 2026/27 tax year for UK tax payers.
Retail Offer
In addition to the Placing and the Subscription, the Company announces that
there will be a separate conditional Retail Offer to existing shareholders via
the BookBuild Platform to raise up to £0.5 million (before expenses) at the
Issue Price. This is to provide existing UK retail shareholders in the Company
an opportunity to participate in the Fundraise.
Those investors who subscribe for new Ordinary Shares pursuant to the Retail
Offer (the "Retail Offer Shares") will do so pursuant to the terms and
conditions of the Retail Offer contained in a separate announcement to be
released by the Company following the close of the Accelerated Bookbuild. The
Retail Offer Shares will form part of the second tranche of the Fundraise, and
therefore their issue will be conditional inter alia upon the passing of the
Resolutions at the General Meeting (as described further below) and will
complete at the same time as the Conditional Placing and the Subscription.
The Retail Offer will be conditional on completion of the Placing and
Subscription. Neither the Placing nor the Subscription is conditional upon any
level of acceptance under the Retail Offer.
A separate announcement will be made by the Company regarding the Retail Offer
and its terms following the close of the Accelerated Bookbuild.
EIS and VCT
The Company has received a written opinion from Philip Hare & Associates,
dated 10 March 2026, that in respect of the Firm Placing, up to £2.591m would
qualify for EIS and/or VCT investment. Following the proposed changes to the
EIS and VCT legislation announced in the Government's Autumn Statement passing
into law, the Company has received a further opinion that the Conditional
Placing, Subscription Shares and Retail Offer Shares would also qualify for
EIS and/or VCT investment. Notwithstanding the Company receiving these
opinions, any investor seeking to register their holdings under either scheme
is advised to seek their own advice before doing so. Tax reliefs depend on
individual circumstances and the Company maintaining its opined qualifying
status. Tax rules are subject to change, and if the Company loses its opined
qualifying status, tax relief may be withdrawn or need to be repaid.
Details of the Fundraise and the background to and rationale for it are set
out further below.
The terms and conditions of the Accelerated Bookbuild are set out in Appendix
I at the end of this Announcement.
For further information please contact:
Aptamer Group plc +44 (0) 1904 217 404
Dr Arron Tolley, Chief Executive Officer
SPARK Advisory Partners Limited - Nominated Adviser +44 (0) 20 3368 3550
Andrew Emmott / Dillon Wall
Turner Pope Investments (TPI) Limited - Broker +44 (0) 20 3657 0050
Andrew Thacker / Guy McDougall
Northstar Communications Limited - Investor Relations +44 (0) 113 730 3896
Sarah Hollins
About Aptamer Group
Aptamer Group is a leading developer of next-generation synthetic binders
delivering innovation to the life sciences industry. The Group develops
Optimer® binders, advanced molecules that work like antibodies by attaching
to specific targets in the body. These binders are used in medicine,
diagnostic tests, and research tools, offering benefits like high stability,
reliable performance, and lower costs compared to traditional antibodies.
Aptamer operates a fee-for-service business in the US$210 billion market for
antibody alternatives, working with all top 10 global pharmaceutical
companies. It is also building valuable Optimer® assets with partners, aiming
for future licensing revenue.
Founded in 2008, the Group listed on the London Stock Exchange AIM market in
December 2021 and is headquartered in York, UK.
To register for news alerts by email go
to https://aptamergroup.com/investors/investor-news-email-alerts/
(https://aptamergroup.com/investors/investor-news-email-alerts/)
This Announcement should be read in its entirety. Attention is drawn to the
section of this Announcement headed 'Important Notices' and the terms and
conditions of the Placing (representing important information for invited
Placees only) in Appendix I to this Announcement.
This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of the Company is Andrew Rapson, Chief
Financial Officer.
FURTHER DETAILS OF AND REASONS FOR THE FUNDRAISE
1. BACKGROUND TO THE FUNDRAISE AND USE OF PROCEEDS
Aptamer is a leading developer of next-generation synthetic binders using its
proprietary Optimer® platform designed to deliver high-affinity,
high-specificity binding solutions for applications across the life sciences
and other industries. The Company is a globally recognised leader in aptamer
technology through its platform approach. Optimer(®) technology is a
truncated, fully modified, and stabilised version of aptamer technology, which
Aptamer believes has the potential to capture a significant share of the
approximately US$210 billion affinity ligand market. The Company's business
model is structured to generate dual revenue streams: recurring
fee-for-service income from the development of Optimer® binders and
high-value licensing revenue through upfront payments, milestones and
royalties.
Aptamer has continued to build on its fee-for-service platform over the last
three years, and the Company now serves 85% of the global top 20 pharma
companies. In December 2025, the Company signed its first two licensing deals,
with Twist Bioscience and Alphazyme, resulting from successful fee-for-service
work and subsequent development of commercialisation-ready assets. These
licences are expected to generate recurring royalty and manufacturing supply
revenues for the Company in the immediate term. As part of the strategy,
Aptamer is focused on developing commercial-ready assets from successful
fee-for-service projects and has managed a 3.5x expansion of the Company's
asset portfolio over the last 18 months, spanning reagents, diagnostics,
cosmetics, and therapeutics. The Company intends to continue advancing these
assets towards additional licensing agreements to increase the generation of
passive revenue.
In parallel, the Company is developing an internal therapeutic pipeline
targeting the oligonucleotide therapeutics space, particularly focused on
undeliverable and undruggable opportunities, representing target classes that
are challenging for conventional drug modalities. With 30 approved
oligonucleotide therapies and hundreds of clinical development programmes,
oligonucleotide drugs represent a rapidly growing modality.
A significant area of focus has been the development of a modified RNA-based
Optimer(®) delivery vehicle for siRNA targeting liver fibrosis. This is a
programme the Company has advanced internally over several years to build
platform capability and proof of concept for use of the technology as a drug
delivery solution. Having now reached the stage of a validated lead asset, the
Company requires in vivo animal proof-of-concept data to advance the programme
further, providing the necessary proof of concept data required for evaluation
by top pharma partners for asset development programmes. Furthermoe, the
Company has amassed 15 years of data on oligonucleotide-based binders that
recognise various classes of challenging target types. This data provides a
proprietary dataset uniquely positioned to train an advanced AI model capable
of improving it rates and creating new licensable assets. Focus in this area
could rapidly position the company as a leading player in the
undruggable/undeliverable space. As set out previously, the existing cash
resources provide a runway into the second quarter of 2027. The Fundraise is
therefore being undertaken to deliver the abovementioned development programs.
Opportunity
Oligonucleotide therapeutics are emerging as a key modality for
next‑generation drug discovery, unlocking vast new target space and
bypassing the constraints of traditional protein‑centric approaches. They
are transforming treatments across rare disease, metabolic, and cardiovascular
indications, with hundreds of clinical programmes underway, validating the
breadth of potential application. Core mechanisms of action are now well
understood, regulatory pathways are increasingly established, and market
adoption is accelerating. This convergence of scientific maturity, commercial
momentum, and partnering appetite collectively supports an environment for
accelerating innovation and value creation.
Optimers are oligonucleotide-based molecules that incorporate established
chemical modifications, including phosphorothioate and 2'-F, as standard.
These modifications have been proven to improve stability, target affinity,
safety, and pharmacokinetic/pharmacodynamic tunability for therapeutic use.
The next phase of value creation within oligonucleotide therapeutics and
pharmaceutical pipelines will be driven by two interrelated challenges:
solving delivery to extrahepatic tissues and drugging target classes that have
historically resisted conventional modalities. Aptamer believes that companies
that can integrate chemistry, biology, and targeted delivery into scalable
platforms are positioned to capture upside from the growth in these
therapeutic areas. As such, Aptamer is uniquely positioned to capitalise on
this shift in the landscape.
Pharmaceutical companies around the world are paying millions of dollars to
access these markets, acquiring and licensing technologies to address:
· Undeliverables: delivering therapeutics to previously inaccessible
cells and tissues
Developments in this area are focused on two key areas of oligo and targeted
radiopharmaceuticals with the aim of accurately targeting the delivery of
functioning therapeutics to and into specific cells.
The total addressable market for oligo delivery systems is estimated at
US$10.6 billion with a CAGR of 19.5%, and the total addressable market for
targeted radiopharmaceuticals is estimated at USD5.6 billion with a CAGR of
10.3%.
· Undruggables: targeting high-value protein classes such as
transcription factors and RNA-binding proteins, which are very difficult or
historically impossible to target with conventional therapeutics.
Current drug modalities target just 15% of the human proteome, leaving the
majority of disease-causing proteins out of reach. Aptamer believes that two
major undrugged protein classes offer an ideal fit for Optimer technology and
represent untapped potential:
· RNA-binding proteins (RBPs): c.7% of the proteome
· Transcription factors (TFs): over 1,600 proteins
Together, the unmet need to address undeliverables and undruggables represent
very significant opportunities that the pharmaceutical industry is
increasingly focussing on and investing heavily in, and for which the Company
believes its Optimer® technology can offer solutions.
Strategy
Aptamer believes it has developed a clear pathway to realising value:
1. Focus on areas of natural market fit for the technology in the
undeliverable and undruggable target space - taking advantage of the advanced
state of development of the platform. Target areas (RBPs & TFs) that
command premium deals, US$500 million-US $1 billion+ packages with upfronts,
milestones, and royalties in areas of unmet need and where existing capital is
being deployed.
2. Integrate an AI model using our existing fee-for-service ("FFS") data
library and generate a undruggable/undeliverable data pack to more efficiently
unlock the new target space. This will leverage the £10 million IPO-funded
automation laboratory to deliver an AI powerhouse, providing:
· World-leading expertise in one of the fastest growing modality areas
and current blind spot
· Extra AI powered services that will feed additional FFS revenue and
IP generation
3. Generate animal data proof-points to facilitate further BD
discussions. Validated in vivo data will provide:
· Critical proof point for large pharma to unlock asset licensing and
or multi target deals
· Key value inflection points maximising near-term asset net present
value of the asset portfolio
· The ability to present in vivo animal studies across two lead
therapeutic assets, within the next 18 months.
4. Position the Company as the go-to platform within the undruggable and
undeliverable niche. Therapeutic platforms command significantly higher
revenue multiples than service businesses.
We believe that delivering this strategy will provide a clear pathway to value
realisation and that pharmaceutical partnerships, developing an AI data moat
and in vivo data create a credible path to NASDAQ or M&A.
Aptamer is expanding its pipeline in high-demand pharmaceutical markets. The
chart below shows some examples of the areas in which Aptamer is already
working, the stage of development and potential market size:
The chart above illustrates our plan to develop multiple assets with animal
data proof points to create multiple chances of significant returns and pharma
engagement. In the short term, Aptamer is targeting the completion of in
vivo studies across two lead therapeutic assets within 18 months: such
preclinical validation can drive a multiple asset valuation uplift.
The Directors believe that one of the great benefits of the Optimer(®)
platform is the ability to generate multiple assets in parallel at a fraction
of the cost and speed of developing standard drug development candidates.
Strategic roadmap for value realisation
Next 12 months: Integration and discovery
· Integration of wet lab data to generative AI
· AI training on FFS data
· Expanded manufacturing capacity operational
12-18 months: preclinical validation and scaling
· In vivo proof of concept ("PoC") data across 2 therapeutic programmes
· Launch AI-enhanced FFS
· HTP structural data to feed AI models
18-36 months: Commercialisation and early-stage clinical entry
· Out-licensing 2 validated therapeutic assets underway
· AI model launched for global licensing (assets generated from AI)
2. USE OF PROCEEDS
Together with existing working capital, the expect minimum proceeds from the
fundraise of £3.75 million before expenses will be deployed across the
Company's research and development programmes. The Company has identified
RNA-binding proteins and transcription factors as two high-value target
classes representing a significant unmet medical need, and where the Directors
believe the Optimer® platform is uniquely positioned to deliver solutions
that are beyond the reach of conventional drug modalities. The Company intends
to deploy resources against these target classes as the foundation of its next
phase of growth.
The Company will allocate £1.1 million to building a focused AI model
targeted specifically at undruggable and undeliverable target classes. A key
differentiator for the Company is the breadth and depth of its proprietary
training data, comprising over 15 years of discovery data across more than 400
targets, accumulated through hundreds of commercial and internal discovery
programmes. The Directors believe this dataset is materially superior to the
publicly available and largely generic data on which competitor models are
being trained, and that this advantage will translate directly into greater
model accuracy, more reliable lead identification and a higher rate of
successful discovery outcomes. This allocation will fund the personnel, server
infrastructure and academic partnerships required to build and validate the
model. The data generated from active therapeutic programmes will continuously
inform and refine the model, whilst the model in turn will accelerate lead
identification and optimisation across the pipeline. This investment is
expected to deliver value through increased speed of discovery, an enhanced
fee-for-service offering and, ultimately, the out-licensing of the AI model
itself to large pharmaceutical partners.
Animal PoC data is both a scientific and commercial prerequisite for entering
high-value licensing discussions with major pharmaceutical companies. The
Company will allocate £1.1 million to initiating in vivo studies across its
therapeutic pipeline over the next 12 to 18 months. Successful preclinical
validation will serve as a proof point for the Optimer® platform's ability to
deliver where conventional drug modalities cannot and will unlock the next
stage of the Company's commercial strategy, providing specific licensable
assets from the preclinical programmes as well as derisking the platform for
further development.
The Company will allocate £0.4 million to expand its in-house manufacturing
capacity to support the scale-up of its currently licensed assets with Twist
Bioscience and Alphazyme and to service future licensing agreements as
additional portfolio assets progress to commercialisation.
The balance will be applied to working capital.
Subject to demand, the size of the Fundraise may be increased, which would
allow the Company to increase spending in the areas described above.
If any of the Resolutions to be proposed at the General Meeting are not
approved, only the Firm Placing will proceed and the Company will not receive
the proceeds of the Conditional Placing, the Subscription and the Retail
Offer, the Warrants will not be issued and subscribers in the Firm Placing
will only receive Firm Placing Shares. In such circumstances, the net proceeds
of the Fundraise would be limited to the expected minimum proceeds of £3.75
million before expenses and the Company expects that this would reduce the
number of assets in its therapeutic pipeline that animal data could be
generated for and would slightly reduce the volume of undeliverable and
undruggable data that could be generated for the AI model.
3. WORKING CAPITAL
The Company had a cash balance at 31 December 2025 of approximately £1.5
million and has a cash runway that extends through to Q2 2027 on the current
trajectory. The Company intends to allocate £0.75 million from the Fundraise
to working capital, extending the current cash runway through to 2028 and
completion of its strategic roadmap, on the basis of the minimum expected
proceeds of £3.75 million before expenses.
The statement on cash runway assumes growth in fee-for-service revenues at 10%
per annum, licensing revenues based only existing contracts and initial
customer forecasts and order, and costs increasing at 3% per annum. The
Company has also considered the sensitivity of the cash runway to actual
performance: on the upside, successful delivery of several other projects
progressing towards licensing presents the opportunity to outperform against
these projections; and on the downside, a 20% reduction in revenue forecast
would reduce the cash runway to August 2027.
Cautionary Statement Regarding Projections
The financial projections set out above are provided for illustrative purposes
only and are based on assumptions which may not prove to be correct.
They do not constitute a profit forecast or estimate and should not be relied
upon as an indication of future performance. Actual results may differ
materially due to a range of factors, many of which are outside the Company's
control.
No representation or warranty is given as to the accuracy or completeness of
the projections, and neither the Company nor its directors or advisers accept
any liability in relation to them. Shareholders are cautioned not to place
undue reliance on this information.
4. SHARE OPTIONS AWARDS
The Company intends to put in place new share option schemes and award share
options to retain and incentivise the Directors and employees. All Directors
and employees who elect to participate in the 2026 share option scheme will
surrender their existing options. 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 comprise three tranches. For illustrative purposes, based
on the minimum expected proceeds, the proposed options awards would be as
follows:
· Tranche 1 - options to subscribe for 253,299,865 new ordinary Shares,
immediately vesting with an exercise price of 0.1p.
· Tranche 2 - options to subscribe for 201,748,255 new ordinary Shares,
vesting in three equal tranches on the first, second and third anniversaries
of the award, with an exercise price equal to Issue Price. The share must
have been above the pre-Placing price (being the closing price on 24 March
2026 of 0.65p per share) for at least 30 days prior to exercise.
· Tranche 3 - options to subscribe for 390,394,391 new ordinary Shares,
exercisable at a 15% premium to the Issue Price and vesting in eight equal
tranches on achieving share price growth expressed as multiples of the Issue
Price of 1.50x, 1.75x, 2.00x, 2.25x, 2.50x, 2.75x, 3.00x and 3.25x.
In the event that Fundraise raises more or less than the expected minimum
proceeds, the percentage of the issued share capital under option would remain
the same, the actual number of options would change.
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).
Rationale for Share Options Awards
Tranche 1 - bonus award
These options are intended to reflect the Directors' achievements for the
period 2023 - 2025, during which Directors have had no bonuses and have
accepted below market salaries. The proposed structure avoids using the
Company's working capital for cash bonuses and is more tax efficient than an
award of shares. The award gives aggregate value at the Issue Price
equivalent to c.£400,000 per annum, which compares with aggregate director
salaries of c.£660,000 per annum.
Tranche 2 and 3 - incentive awards
The Company, under the current scientific and management team, has made
significant progress over the past three years. The Company continues to
believe that it can achieve multiple material contracts and licensing deals
(i.e., £10-50 million). However, as the Company has been working with its
target audience, being the top 20 pharma companies worldwide, it has become
apparent that these customers would prefer that Aptamer shoulders a greater
proportion of the early stage development risk and cost. This factor has
come at a significant cost to working capital (and dilution to the founders'
shareholdings) and time, both of which have served to undermine the value of
the existing option scheme. As a result, the existing scheme has become a
disincentive to the Directors and employees.
The existing options represented 25% of the issued share capital when first
issued, and the revised scheme would also represent 25% of the enlarged issued
share capital immediately following the Fundraise.
The revised scheme:
· retains stretching hurdles - the top tranche is equivalent to c.£65
million market cap, but as the vesting criteria start from a lower base, the
scheme is intended to retain and incentivise all staff;
· aligns management incentives with the current market and
shareholders' interests;
· reflects the changed model, taking on more development risk to
achieve greater growth; and
· retains founder led value creation.
The Non-executive Chairman and Non-executive Director are also receiving
awards. Against a very challenging background for this company, offering
equity participation has been and continues to be the only way to retain an
experienced senior non-executive team to support and challenge the
executive. Ordinary cash compensation would not be sufficient to retain
these individuals and to ensure they remain actively engaged at a strategic
and governance level. Dr Adam Hargreaves is a highly experienced pathologist
and consultant providing services in preclinical and clinical drug discovery
and development, as such he makes regular significant contributions at a
strategic and commercial level. Tim Sykes is a highly experienced CFO in the
sector and also provides regular significant contributions at a strategic and
commercial level, and in support of the CFO. Both of the independent
non-executives are independently wealthy and the options are not considered to
be so material as to be impair their independence.
The terms for all recipients include normal market good leaver and bad leaver
terms, which provide suitable commercial protection for the Company and
shareholders.
The Company intends to finalise the grant of these options at the earliest
opportunity subject to the Resolutions being passed at the General Meeting and
following completion of the Fundraise.
The grant of options to directors of the Company will constitute a related
party transaction pursuant to AIM Rule 13. As there are no independent
directors for the purposes of AIM Rule 13, the Company's Nominated Adviser,
SPARK Advisory Partners Limited ("SPARK"), considers that the terms of the
grant of options are fair and reasonable insofar as the Company's shareholders
are concerned.
5. DETAILS OF THE FUNDRAISE
Together the Placing and the Subscription are expected to raise a minimum of
£3.75 million before expenses for the Company. At the minimum level, the
Placing Shares and the Subscription Shares would, in aggregate, represent
approximately 18.8% of the Company's enlarged issued ordinary share capital,
assuming no Retail Offer Shares are issued. If the Fundraise exceeds the
minimum, the Fundraising shares would represent a higher proportion of the
enlarged issued share capital.
The Issue Price represents a discount of approximately 7.7% to the closing
price of 0.65 pence per Ordinary Share on 24 March 2026, being the latest
practicable closing price prior to this Announcement.
Pursuant to a placing agreement dated 25 March 2026 between Turner Pope,
SPARK and the Company (the "Placing Agreement"), Turner Pope has
conditionally agreed, as agent on behalf of the Company, to use its reasonable
endeavours to procure subscribers for the Placing Shares. Turner Pope is not
acting in relation to the Subscription.
The Placing is subject to the terms and conditions set out in Appendix I to
this Announcement. Turner Pope will commence the Accelerated Bookbuild in
respect of the Placing immediately following the release of this Announcement.
The exact number of Placing Shares will be determined at the close of the
Accelerated Bookbuild and will be announced as soon as practicable thereafter.
The timing of the closing of the Accelerated Bookbuild, the number of new
Ordinary Shares to be issued pursuant to the Placing and allocations among
subscribers are at the absolute discretion of Turner Pope, in consultation
with the Company. A further announcement confirming the final details of
the Placing and the Subscription will be made following the closing of the
Accelerated Bookbuild. Turner Pope reserves the right to close the Accelerated
Bookbuild without further notice. The Placing is being undertaken on a
reasonable endeavours basis and is not being underwritten. Furthermore, the
proposed issue of the new Ordinary Shares pursuant to the Placing and the
Subscription will take place on a non-pre-emptive basis. The Conditional
Placing, the Subscription and the Retail Offer are therefore
conditional inter alia on the approval of the Resolutions by Shareholders at
the General Meeting (as described further below).
The new Ordinary Shares, when issued, will be credited as fully paid and
will rank pari passu in all respects with each other and with the existing
Ordinary Shares including, without limitation, the right to receive all
dividends and other distributions declared, made or paid on or after the date
of issue.
VCT/EIS status
The Company has received a written opinion from Philip Hare & Associates,
dated 10 March 2026, that in respect of the Firm Placing, up to £2.591m would
qualify for EIS and/or VCT investment. Following the proposed changes to the
EIS and VCT legislation announced in the Government's Autumn Statement passing
into law, the Company has received a further opinion that the Conditional
Placing, Subscription Shares and Retail Offer Shares would also qualify for
EIS and/or VCT investment. Notwithstanding the Company receiving these
opinions, any investor seeking to register their holdings under either scheme
is advised to seek their own advice before doing so. Tax reliefs depend on
individual circumstances and the Company maintaining its opined qualifying
status. Tax rules are subject to change, and if the Company loses its opined
qualifying status, tax relief may be withdrawn or need to be repaid.
Neither the Directors nor the Company give any warranty or undertaking that:
(i) VCT qualifying status is or will be available; (ii) New Ordinary Shares
will be "eligible shares" for the purposes of Part 5 of the Income Tax Act
2007; or (iii) that the Company will conduct its activities in a way that
qualifies for or preserves its status or the status of any investment in New
Ordinary Shares.
If the law regarding the reliefs available to investors in VCTs and/or EIS
changes, any qualifying status previously obtained (if any) may be lost or
withdrawn.
Details of the Directors participating in the Fundraise
All of the Directors intend to participate in the Placing on the same terms as
other investors, as follows:
Director Existing shareholding Proposed subscription Number of shares Resulting shareholding Percentage of enlarged share capital (note 1)
Dr Adam Hargeaves 175,379,305 £50,000 8,333,333 183,712,638 5.53%
Dr Arron Tolly 23,240,959 £10,000 1,666,666 24,907,625 0.75%
Dr David Bunka 19,842,070 £10,000 1,666,666 21,508,736 0.65%
Andrew Rapson 3,000,000 £5,000 833,333 3,833,333 0.12%
Tim Sykes 11,639,758 £5,000 833,333 12,473,091 0.38%
Total 233,102,092 £80,000 13,333,331 246,435,423 7.42%
Note 1: assuming only the minimum expected proceeds of £3.75 million.
The participation of the Directors will constitute a related party transaction
pursuant to AIM Rule 13. As there are no independent directors for the
purposes of AIM Rule 13, the Company's Nominated Adviser, SPARK Advisory
Partners Limited ("SPARK"), considers that the terms of the grant of options
are fair and reasonable insofar as the Company's shareholders are concerned.
6. WARRANTS
Participants in the Fundraise will receive one Warrant to subscribe for new
Ordinary Shares for every three new Ordinary Shares subscribed for in the
Placing, Subscription or Retail Offer with an exercise price of 0.9 pence per
share (being a 50% premium to the Issue Price) at any time in the two years
following the date of grant.
Warrants will be issued following the General Meeting and settlement of all
shares to be issued in connection with the Fundraise. Warrants will only be
issued in certificated form and will not be transferable. No fractions of
Warrants will be issued. The Warrants will not be listed on AIM or any other
exchange.
Under the Placing Agreement, Broker Warrants equal to 6% of the number of
Ordinary Shares issued in connection with Fundraise will be issued to Turner
Pope and/or associated parties as part consideration for its services as
placing agent. The Broker Warrants are exercisable at a 25% premium to the
Issue Price for five years following Admission.
Broker Warrants will be issued following the General Meeting and settlement of
all shares to be issued in connection with the Fundraise. Broker Warrants
will only be issued in certificated form and will be transferable. No
fractions of Broker Warrants will be issued. The Broker Warrants will not be
listed on AIM or any other exchange.
It should be noted that if the Resolutions are not passed at the General
Meeting the Warrants and the Broker Warrants will not be issued.
7. ADMISSION, SETTLEMENT AND DEALINGS
New Ordinary Shares will be allotted and issued pursuant to the Firm Placing
and application will be made for the Firm Placing Shares to be admitted to
trading on AIM ("First Admission"). First Admission is expected to occur at
8.00 a.m. on or around 31 March 2026 (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 31 March 2026.
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 dispatch 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, Subscription Shares and Retail
Offer Shares subject, inter alia, to the passing of the Resolutions at the
General Meeting at 8.00 a.m. on or around 16 April 2026 (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, Subscription Shares and Retail Shares who hold their Ordinary Shares
in CREST will be credited with their New Ordinary Shares on or around 16 April
2026.
In the case of investors in the Conditional Placing Shares, Subscription
Shares and Retail Offer Shares holding their Ordinary Shares in certificated
form, it is expected that certificates will be dispatched within 10 Business
Days of Second Admission. Pending dispatch of the share certificates or the
crediting of CREST accounts, the registrar will certify any instruments of
transfer against the register.
Subject to the passing of the Resolutions, the Warrants will be issued on
Second Admission. It should be noted that if the Resolutions are not passed at
the General Meeting the Warrants will not be issued and subscribers in the
Firm Placing will only receive Firm Placing Shares.
8. GENERAL MEETING
The Directors do not currently have sufficient authority to allot in full the
Conditional Placing Shares and Subscription Shares and Retail Offer Shares
pursuant to the Conditional Placing, Subscription, Retail Offer, nor to issue
the Warrants or the Broker Warrants. Accordingly, the Board is seeking the
approval of Shareholders of the following at the General Meeting: (i) to allot
the Conditional Placing Shares pursuant to the Conditional Placing, the
Subscription Shares pursuant to the Subscription, the Retail Offer Shares
pursuant to the Retail Offer, (ii) to issue the Warrants and the Broker
Warrants, and (iii) to allot shares and to disapply pre-emption rights to
supplement the existing authorities.
At the General Meeting, the following resolutions all of which are
interconditional will be proposed:
• Resolution 1: which is an ordinary resolution to authorise the
Directors to: (a) allot equity securities (as defined in section 560 of the
Act) pursuant to the Conditional Placing, Subscription and the Retail Offer
and (b) issue the Warrants and Broker Warrants;
• Resolution 2: which is an ordinary resolution to authorise the
Directors to allot equity securities (as defined in section 560 of the Act) up
to a maximum aggregate of approximately 33.33 per cent of the Enlarged Share
Capital and in relation to a rights issue only of approximately 66.67 per cent
of the Enlarged Share Capital to: (a) supplement the authorities granted at
the Company's annual general meeting, and (b) to authorise the Directors to
award shares pursuant to terms of any Director's (including a non-executive
director) or employees' share option scheme, plan or share option agreement as
detailed in paragraph 4 of this Announcement as approved by the directors of
the Company from time to time provided that the authority in (a) will expire
on conclusion of the annual general meeting of the Company to be held in 2026
or, if earlier, at the close of business on 31 December 2026 and in relation
to the authority in (b) will expire at the close of business on the date
which is five years after the passing of the resolution;
• Resolution 3: 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 pursuant to the Conditional Placing,
Subscription and Retail Offer and (b) issue the Warrants and Broker Warrants;
• Resolution 4: which is a special resolution to: (a) allot equity
securities on a non pre-emptive basis of approximately 10 per cent of the
Enlarged Share Capital pursuant to Resolution 2, and
• (b) to grant rights to subscribe for shares or to convert any
security into shares on a non pre-emptive basis pursuant to the terms of any
director(s') (including a non-executive director) or employees' share option
scheme, plan or share option agreement (as detailed in paragraph 4 of this
Announcement) as approved by the directors of the Company, pursuant to
Resolution 2 and provided that the authority in (a) shall to expire on
conclusion of the annual general meeting of the Company to be held in 2026 or,
if earlier, at the close of business on 31 December 2026, and in relation to
the authority in (b) will expire at the close of business on the date which
is five years after the passing of the resolution.
Resolutions 1 and 2 will be proposed as ordinary resolutions. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.
Resolutions 3 and 4 will be proposed as special resolutions. For a special
resolution to be passed, at least three quarters of the votes cast must be in
favour of the resolution.
In accordance with section 571(6) of the Act, the Board refers to its
recommendation to Shareholders set out in paragraph 10 of this Part I to cast
their votes in favour of the Resolutions, to the quantum of the Fundraise
(which the Board considers to be a prudent balance between the Company's
current and planned financial requirements and not wishing unduly to dilute
the interests of Shareholders) and the proposed application of the net
proceeds of the Fundraise as further described in paragraph 3 of Part I of
this document.
Shareholders are reminded that the Conditional Placing, Subscription, Retail
Offer and issue of Warrants and Broker Warrants are conditional, amongst other
things, on the passing of the Resolutions to be proposed at the General
Meeting.
The Resolutions are interconditional and all must be passed by Shareholders at
the General Meeting in order for the Conditional Placing, Subscription and
Retail Offer to proceed.
9. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All dates 2026
Accelerated Bookbuild closes no later than 4.30pm on 25 March
Results of Accelerated Bookbuild announced 7.00am on 26 March
Retail Offer announced and opens 7.05am on 26 March
Publication and posting of the Circular on or around 27 March
Retail Offer closes 12.00pm on 30 March
Results of the Retail Offer announced 7.00am on 31 March
First Admission of the Firm Placing Shares to trading on AIM and commencement on or around 8.00 a.m. on 31 March
in dealings
CREST accounts credited in respect of Firm Placing Shares held in on or around 31 March
uncertificated form
Despatch of definitive share certificates for Firm Placing Shares held in Within 10 business days of 31 March
certificated form
General Meeting 11.00 a.m. on 13 April
Announcement of results of General Meeting 13 April
Second Admission and commencement of dealings in the Conditional Shares on or around 8.00 a.m. on 16 April
CREST accounts credited in respect of the Conditional Shares 16 April
Despatch of definitive share certificates for applicable Conditional Shares Within 10 business days of 16 April
References to times in this Announcement are to the time in London, UK unless
otherwise stated.
IMPORTANT NOTICES
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Company's or the Directors' intentions,
beliefs or current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Bookrunner nor any of their respective associates, directors, officers
or advisers undertakes any obligation to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
SPARK, which is authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser exclusively for the Company and no one else in
connection with the Placing and the contents of this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as
its client in relation to the Placing nor will it be responsible to anyone
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on SPARK by FSMA or the regulatory regime established thereunder, SPARK
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. SPARK accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement.
Turner Pope, which is authorised and regulated in the United Kingdom by the
FCA, is acting as broker and sole bookrunner exclusively for the Company and
no one else in connection with the Placing and the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Placing nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Turner Pope by FSMA or the regulatory regime
established thereunder, Turner Pope accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the contents of
this Announcement including its accuracy, completeness or verification or for
any other statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the future. Turner
Pope accordingly disclaims all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
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 the Bookrunner or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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, and persons
needing advice should consult an independent financial adviser.
The new Ordinary Shares to be issued pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
INFORMATION TO DISTRIBUTORS
UK product governance
This Announcement contains "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's future financial condition, economic
performance, revenues, capital expenditures, expenses, losses, prospects,
strategic initiatives, objectives and results. Without limitation, any
statements preceded or followed by, or that include, the words "believes",
"targets", "plans", "estimates", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "aims", "intends", "may", "will",
"seeks", "should" or, in each case, their negative or other variations or
comparable terminology are forward-looking statements. These forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other important factors beyond the control of
the Company (including but not limited to future market conditions,
legislative and regulatory changes, changes in the political, social or
economic framework in which the Company operates) which may cause the actual
result, performance or achievements of the Company or any company, person or
industry, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding the
present and future business strategies of the Company or any such company,
person or industry and the environment in which each will operate in the
future. Investors should not place undue reliance on such forward-looking
statements. All forward-looking statements in this Announcement are based on
information available to the Directors at the date of this Announcement,
unless some other time is specified in relation to them, and the publication
of this Announcement shall not give rise to any implication that there has
been no change in the fact set forth herein since such date. Other than in
accordance with their legal or regulatory obligations (including those set out
in the AIM Rules, the Takeover Code, the POATR and/or FSMA), neither the
Company, nor the Bookrunner nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update publicly or revise
any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based). Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 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.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors 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 EU 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 EU Target Market Assessment, the Bookrunner will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE
PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK
QUALIFIED INVESTORS"), AND WHO ARE ALSO: (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED ("ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR
(C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE
APPENDICIES) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICIES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT (INCLUDING THE
APPENDICIES) AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
All offers of the Placing Shares will be made under an exception to the
prohibition on offers to the public under the Prospectus Regime and also
pursuant to an exemption under 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 to which section
21(1) of FSMA does not apply.
The distribution of this Announcement and/or the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken or will be taken by the Company, the Nominated
Adviser, the Bookrunner or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, the Nominated
Adviser and the Bookrunner to inform themselves about and to observe any such
restrictions. Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any action.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
Each Placee should consult with its own advisers as to legal, financial,
regulatory, tax, business and related aspects of a subscription for the
Placing Shares. The price of shares and any income expected from them may go
down as well as up and Placees may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
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.
Any indication in this Announcement of the price at which the existing
Ordinary Shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
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.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions contained herein and to be providing the
confirmations, agreements, representations, warranties, acknowledgements and
undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement, the Placing Shares and the Accelerated
Bookbuild
SPARK is acting as nominated adviser and Turner Pope is acting as the broker
and sole bookrunner in connection with the Placing and Admission.
SPARK and Turner Pope have today entered into the Placing Agreement with the
Company under which, amongst other things, Turner Pope as the Bookrunner has
agreed, as agent for and on behalf of the Company, to use its reasonable
endeavours to procure subscribers for Placing Shares, on the terms and subject
to the conditions set out herein. The final number of Placing Shares will be
determined by the Company and the Bookrunner at the close of the Accelerated
Bookbuild and will be set out in the placing results agreement (if executed)
(the "Placing Results Agreement"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Bookrunner. Details
of the number of Placing Shares will be announced as soon as practicable after
the close of the Accelerated Bookbuild.
The Bookrunner will today commence the Accelerated Bookbuild to determine
demand for participation in the Placing by Placees immediately following the
publication of this Announcement. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. Members of
the public are not entitled to participate. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The Placing is not
being underwritten. The Placing Shares are not part of the Retail Offer.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Accelerated Bookbuild as it may, in its discretion following
consultation with the Company, determine.
By participating in the Placing, Placees agree to subscribe for Placing
Shares. The Placing will be conducted in two tranches. An initial tranche of
Placing Shares (the "Firm Placing Shares") will be allotted and issued within
the Directors' existing authorities to allot and issue Ordinary Shares in the
Company on a non-pre-emptive basis. Allotment and issue of the balance of the
Placing Shares (the "Conditional Placing Shares") will be subject inter alia
to the passing of the Resolutions at a General Meeting to be held on or around
13 April 2026. Turner Pope is acting as the Bookrunner in connection with the
Placing. In that capacity, Turner Pope shall have the right to determine, in
its reasonable discretion Placees' participation in the Placing as between the
Firm Placing Shares and the Conditional Placing Shares (each, a "Tranche" of
the Placing) in consultation with each Placee and the Company.
In addition, subject to the passing of the Resolutions, Placees participating
in the Placing will receive one Warrant for every three Placing Shares issued
to that Placee pursuant to the Placing. The Warrants will have an exercise
price of 0.9 pence and will expire on the second anniversary of Second
Admission.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up and will rank pari
passu in all respects with, and be identical to, the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after the date of issue of the Placing
Shares and will, on issue, be free of all claims, liens, charges and equities.
Participation in, and principal terms of, the Accelerated Bookbuild and
Placing
1. The Bookrunner is arranging the Placing as agent of the Company for
the purpose of procuring Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Bookrunner. The
Bookrunner may (but is not obliged to) agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its group to do
so.
3. The Accelerated Bookbuild will establish the number of Placing Shares
to be issued pursuant to the Placing.
4. The results of the Placing and the number of Placing Shares will be
announced on a Regulatory Information Service following the completion of the
Accelerated Bookbuild (the "Placing Results Announcement").
5. The Issue Price will be a fixed price of 0.6 pence per Placing Share
and is payable to the Bookrunner (as agent for the Company) by all Placees
whose bids are successful.
6. The number of Placing Shares to be issued at the Issue Price will be
agreed by the Bookrunner in consultation with the Company following completion
of the Accelerated Bookbuild and will be recorded in terms of a subscription
entered into between the Bookrunner and the Company. The number of Placing
Shares to be issued will be announced by the Company on a Regulatory
Information Service following the completion of the Accelerated Bookbuild.
The Bookrunner shall have the right to determine, in its reasonable
discretion, Placees' participation as between the Firm Placing Shares and the
Conditional Placing Shares in consultation with each Placee and the Company.
7. Except as required by law or regulation, no press release or other
announcement will be made by the Bookrunner or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
8. To bid in the Accelerated Bookbuild, Placees should communicate their
bid by telephone or email to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Issue Price. Bids may be scaled down by the
Bookrunner on the basis described below. The Bookrunner is arranging the
Placing as an agent of the Company.
9. A bid in the Accelerated Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the Bookrunner's
consent, will not be capable of variation or revocation after the time at
which it is submitted. Following the Bookrunner's oral or written confirmation
of each Placee's allocation and commitment to acquire Placing Shares, each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the Bookrunner (as agent for the Company), to pay to it
(or as the Bookrunner may direct) in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s). Each prospective Placee's obligations will be owed to the Company
and the Bookrunner.
10. The Accelerated Bookbuild is expected to close later today but may close
later subject to the agreement of the Bookrunner and the Company.
11. The Bookrunner is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for protections afforded to its
customers nor for providing advice in relation to the matters described in
this Announcement or any matter, transaction or arrangement referred to in it.
12. The Bookrunner may choose to accept bids, either in whole or in part, on
the basis of allocations determined in consultation with the Company and may
scale down any bids for this purpose on such basis as they may determine or be
directed. The Bookrunner may also, notwithstanding
paragraphs 9 and 10 above, subject to the prior consent of the Company:
a. allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and
b. allocate Placing Shares after the Accelerated Bookbuild has closed to
any person submitting a bid after that time.
13. The Company reserves the right (upon agreement with the Bookrunner) to
reduce or seek to increase the amount to be raised pursuant to the Placing at
its discretion.
14. Allocations of the Placing Shares will be determined by the Bookrunner
in its discretion after consultation with the Company in accordance with the
FCA Handbook Conduct of Business Sourcebook (COBS). Allocations will be
confirmed (either orally or in writing) by the Bookrunner and a form of
confirmation will be despatched as soon as possible thereafter. The terms and
conditions of this Appendix will be deemed incorporated therein. The
Bookrunner's confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunner and the Company, to subscribe for the
number of Placing Shares allocated to it and to pay the Issue Price in respect
of such shares on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
15. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the relevant time, on
the basis explained below under "Registration and settlement".
16. All obligations of the Bookrunner under the Accelerated Bookbuild and
the Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
17. By participating in the Accelerated Bookbuild and the Placing, each
Placee will agree that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below under "Right to
terminate under the Placing Agreement" and will not be capable of rescission
or termination by the Placee.
18. To the fullest extent permissible by law and applicable FCA rules and
regulations, neither:
a. the Bookrunner;
b. the Company;
c. any of their respective affiliates, agents, directors, officers or
employees ("Representatives"); nor
d. to the extent not contained within (a) or (b) or (c), any person
connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither the
Bookrunner, the Company, nor any of their respective Representatives shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the conduct of the Accelerated
Bookbuild and/or the Placing or of such alternative method of effecting the
Placing as the Bookrunner and the Company may determine. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and the Bookrunner shall have no liability
to the Placees for any failure by the Company to fulfil those obligations.
19. The Placing Shares will be allotted and issued subject to the terms and
conditions of this Appendix and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Bookrunner's conduct
of the Placing.
20. The times and dates in this Announcement may be subject to amendment.
The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
21. Placees who participate in the Placing will, subject to the passing of
the Resolutions, be entitled to receive, and acknowledge that by purchasing
Placing Shares they irrevocably agree, subject to the passing of the
Resolutions, to receive, one Warrant for every three Placing Shares issued to
them pursuant to the Placing, the terms of which will be governed by the
Warrant Instrument. Each Warrant shall entitle the relevant warrantholder to
subscribe for one Ordinary Share at an exercise price of 0.9 pence and will
expire on the second anniversary of Second Admission. Placees who participate
in the Firm Placing should note that in the event that the Resolutions are not
passed, they will not receive Warrants.
Conditions of the Placing
First Admission
The Bookrunner's obligations under the Placing Agreement in respect of the
Firm Placing Shares to be issued pursuant to the Firm Placing are condition
on, inter alia:
(a) the Placing Results Agreement having been executed by the Company and
the Bookrunner;
(b) the publication by the Company of the Placing Results Announcement
through a Regulatory Information Service as soon as reasonably practicable
following the execution of the Placing Results Agreement;
(c) the Company having allotted the Firm Placing Shares, subject only to
First Admission;
(d) the Company having complied in all material respects with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to First Admission;
(e) none of the warranties or undertakings contained in the Placing
Agreement being or having become untrue, inaccurate or misleading in any
material respect on each of the dates that they are given, and no fact or
circumstance having arisen which would constitute a breach of any of the
warranties or undertakings provided by the Placing Agreement;
(f) the Bookrunner or SPARK not having terminated the Placing Agreement
prior to First Admission; and
(g) First Admission having become effective at or before 8.00 a.m. on 31
March 2026 (or such later time or date as the Company, SPARK and the
Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),
(together the "First Admission Closing Conditions").
Second Admission
The Bookrunner's obligations under the Placing Agreement in respect of the
Conditional Placing Shares to be issued pursuant to the Conditional Placing
are condition on, inter alia
(a) First Admission occurring;
(b) the Company having allotted the Conditional Placing Shares, subject only
to Second Admission;
(c) the publication and issue of the Circular by the Company to its
shareholders by not later than 5.00 p.m. on the second Business Day after the
execution of the Placing Agreement;
(d) the Resolutions having been passed;
(e) the Company having complied in all material respects with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Second Admission;
(f) none of the warranties or undertakings contained in the Placing
Agreement being or having become untrue, inaccurate or misleading in any
material respect on each of the dates that they are given, and no fact or
circumstance having arisen which would constitute a breach of any of the
warranties or undertakings provided by the Placing Agreement;
(g) the Bookrunner or SPARK not having terminated the Placing Agreement
prior to Second Admission; and
(h) Second Admission having become effective at or before 8.00 a.m. on 16
April 2026 (or such later time or date as the Company, SPARK and the
Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),
(together the "Second Admission Closing Conditions" and the First Admission
Closing Conditions and the Second Admission Closing Conditions together being
the "Closing Conditions" and each being a "Closing Condition").
The Bookrunner and SPARK may, at their absolute discretion (acting in good
faith), waive or extend the time for fulfilment of all or any part of any of
the Closing Conditions which are capable of waiver or extension by them
provided that the latest time for fulfilment of any Closing Condition shall
not be later than 8:00 a.m. on the Long Stop Date. Any such waiver or
extension will not affect Placees' commitments as set out in this
Announcement.
If: (i) at First Admission or Second Admission (as the case may be), any of
the Closing Conditions is not fulfilled or, where permitted, waived or
extended by SPARK and the Bookrunner in accordance with the Placing Agreement,
or (ii) the Placing Agreement is terminated in the circumstances specified
below under 'Right to terminate under the Placing Agreement', the Placing will
not proceed (save to the extent that any Tranche of the Placing has already
completed) and the Placees rights and obligations hereunder in relation to any
Tranche of the Placing Shares that has not been unconditionally issued at such
time shall cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
Neither SPARK nor the Bookrunner nor any of their respective affiliates nor
the Company shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision
they may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition to the Placing, nor for any decision
they may make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee agrees that
any such decision is within the absolute discretion of SPARK and the
Bookrunner.
Right to terminate under the Placing Agreement
SPARK and/or the Bookrunner, in their absolute discretion acting in good
faith, may at any time (1) before First Admission in relation to First
Admission and the issue of the Firm Placing Shares pursuant to the Firm
Placing and (2) subsequent to First Admission and prior to Second Admission in
relation to Second Admission and the issue of the Conditional Placing Shares,
terminate the Placing Agreement in accordance with its terms in the event that
certain circumstances, including, among other things:
(a) any statement in any document or announcement issued or published by or
on behalf of the Company in connection with the Fundraise is or has, in Turner
Pope and SPARK's reasonable opinion, become untrue, inaccurate or misleading
in any material respect, or any matter has arisen which would, if such
document or announcement had been issued at that time, constitute an
inaccuracy or omission from such document or announcement;
(b) the Company has failed in any material respect to comply with its
obligations under the Placing Agreement, the Companies Act 2006, the City Code
on Takeovers and Mergers (to the extent applicable), FSMA or the AIM Rules;
(c) any of the warranties contained in the Placing Agreement was not
materially true or accurate, or was misleading in any material and adverse
respect when given or deemed given or at any time if they were to be repeated
(by reference to the facts and circumstances in each case then existing) would
no longer be true and accurate, or would be misleading, in each case in a
respect which is material and adverse in the context of the Fundraise;
(d) there has been a breach of any provision of any Subscription Letter or a
waiver of any of the conditions thereto save for any breach which, in the
opinion of SPARK and the Bookrunner (acting in good faith), is not material;
(e) there shall have been, occurred, happened or come into effect any event
or omission affecting, or on the part of, the Company which materially and
adversely affects the financial position and/or prospects of the Company and
its subsidiaries taken as a whole, or which in the reasonable and proper
opinion of the Bookrunner and SPARK is or will be or may be materially
prejudicial to the Company or to the Fundraise;
(f) an event or other matter (including, without limitation, any change or
development in economic, financial, political, diplomatic or other currency,
stock market or other market conditions or any change in any law or government
regulation) has occurred or is likely to occur which, in the reasonable
opinion of the Bookrunner and SPARK, is (or will be if it occurs) likely
materially and prejudicially to affect the financial position or the business
or prospects of the Company or otherwise makes it impractical or inadvisable
for the Fundraise to proceed; for these purposes "market conditions" includes
conditions affecting securities in the business sector in which the Company
operates and conditions affecting securities generally;
(g) there has been an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity or crisis
which has a material impact on the Company and/or the United Kingdom; or
(h) there has occurred a suspension or cancellation by the London Stock
Exchange of trading in the Company's securities.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any
circumstances. If the Placing Agreement is terminated by SPARK or the
Bookrunner in accordance with its terms in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time save to the extent
that any Tranche of the Placing has already completed) and no claim may be
made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Bookrunner that the exercise or non-exercise by the Bookrunner and/or SPARK of
any right of termination or other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner and/or
SPARK or for agreement between the Company, the Bookrunner and SPARK and that
neither the Company, the Bookrunner nor SPARK need make any reference to, or
consult with, Placees and that none of the Company, the Bookrunner, SPARK nor
any of their respective affiliates or its or their respective Representatives
shall have any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise or otherwise.
Placees agree that they will have no rights against the Bookrunner, SPARK, the
Company or any of their respective Representatives under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
admission document, prospectus or other offering document to be published in
the United Kingdom or in any other jurisdiction. No admission document,
offering document or prospectus has been or will be submitted to be approved
by the FCA or submitted to the London Stock Exchange in relation to the
Placing, the Placing Shares or the Warrants. In the United Kingdom, this
Announcement is being directed solely at and distributed and communicated
solely to persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Bookrunner or any
other person and none of the Company, the Nominated Adviser, the Bookrunner
nor any other person acting on such person's behalf nor any of their
respective Representatives has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Neither the Company, the Nominated Adviser or SPARK are making any
undertaking or warranty to any Placee regarding the legality of an investment
in the Placing Shares by such Placee under any legal, investment or similar
laws or regulations. Each Placee should not consider any information in this
Announcement to be legal, tax or business advice. Each Placee should consult
its own solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing Shares. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraud or fraudulent
misrepresentation by that person.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that admission to trading on AIM of the Firm Placing Shares
("First Admission") will take place at 8.00 a.m. on 31 March 2026 (or such
later time or date as the Company and the Bookrunner may agree, not being
later than the Long Stop Date) and that dealings in the Firm Placing Shares on
AIM will commence at the same time.
Subject to the passing of the Resolutions, it is expected that admission to
trading on AIM of the Conditional Placing Shares ("Second Admission") will
take place at 8.00 a.m. on 16 April 2026 (or such later time or date as the
Company and the Bookrunner may agree, not being later than the Long Stop Date)
and that dealings in the Conditional Placing Shares, the Subscription Shares
and the Retail Offer Shares on AIM will commence at the same time.
None of the Warrants will be admitted to trading on AIM or any other stock
exchange.
Registration and settlement
Settlement of transactions in the Placing Shares following First Admission or
Second Admission (as the case may be) will take place within the CREST system,
subject to certain exceptions. Settlement within CREST is expected to occur on
31 March 2026 ("First Settlement Date") in respect of the Firm Placing Shares
and on 16 April 2026 ("Second Settlement Date") in respect of the Conditional
Placing Shares. Settlement will take place on a delivery versus payment basis.
However, the Bookrunner and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares (or any part thereof) to
Placees by such other means that they deem necessary if delivery or settlement
is not possible or practicable within CREST within the timetable set out in
this Announcement or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.
Each Placee to be allocated Placing Shares in each Tranche of the Placing will
be sent a form of confirmation in accordance with the standing arrangements in
place with the Bookrunner stating the number of Placing Shares allocated to it
in each Tranche at the Issue Price, the aggregate amount owed by such Placee
to the Bookrunner for each Tranche of Placing Shares and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the Placing Shares
that it has in place with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Bookrunner.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
Firm Placing Conditional Placing
CREST Participant ID 872, Member a/c: PLACINGS 872, Member a/c: PLACINGS
Expected trade time and date: 8.00 a.m. on 26 March 2026 8.00 a.m. on 13 April 2026
Settlement date: 8.00 a.m. on 31 March 2026 8.00 a.m. on 16 April 2026
ISIN code for the Placing Shares: GB00BNRRP542 GB00BNRRP542
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit (as agent of the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, such Placee confers on the Bookrunner all such authorities and
powers necessary to carry out such sale and agrees to ratify and confirm all
actions which the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Bookrunner nor the Company shall be responsible for payment thereof.
Placees will not be entitled to any fee or commission in connection with the
Placing.
Representations, warranties, undertakings and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (including any
prospective Placee, and any person acting on such Placee's or prospective
Placee's behalf) irrevocably confirms, represents, warrants, acknowledges,
agrees and undertakes (as the case may be) with the Company and the Bookrunner
(in its capacity as broker and placing agent of the Company in respect of the
Placing) in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the Accelerated
Bookbuild and the Placing and its subscription for and purchase of the Placing
Shares and receipt of Warrants is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and it
undertakes not to redistribute or duplicate this Announcement;
2. its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
3. no offering document, admission document or prospectus has been or
will be prepared in connection with the Placing including the grant of the
Warrants (nor is one required under the Prospectus Regime or other applicable
law) and that it has not received and will not receive a prospectus, admission
document or other offering document in connection with Admission, the
Accelerated Bookbuild, the Placing, the Company, the Placing Shares, the
Warrants or otherwise;
4. the Placing does not constitute a recommendation or financial product
advice and the Nominated Adviser and the Bookrunner has not had regard to its
particular objectives, financial situation or needs;
5. none of the Nominated Adviser, the Bookrunner, the Company nor any of
their respective Representatives has provided, nor will provide, it with any
material regarding the Placing Shares, the Warrants or the Company other than
this Announcement; nor has it requested any of the Nominated Adviser, the
Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the Placing
Shares, the Warrants and the terms of the Placing based on this Announcement
and any information publicly announced to a Regulatory Information Service by
or on behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information"); (ii) the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the rules and practices
of AIM and UK relevant regulatory authorities (the "Exchange Information"),
which includes a description of the nature of the Company's business, most
recent balance sheet and profit and loss account, and similar statements for
preceding years, and it has reviewed such Exchange Information as it has
deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing,
the Warrants and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing, the Warrants and the Placing
Shares as it has deemed necessary in connection with its own investment
decision to acquire any of the Placing Shares and receive the Warrants and has
satisfied itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
7. (i) neither the Company, the Nominated Adviser nor the Bookrunner nor
any of their respective affiliates has made any warranties or representations
to it, express or implied, with respect to the Company, the Placing, the
Warrants and the Placing Shares or the accuracy, completeness or adequacy of
the Publicly Available Information or the Exchange Information, and each of
them expressly disclaims any liability in respect thereof; and (ii) it will
not hold the Bookrunner or any of their respective affiliates responsible for
any misstatements in or omissions from any Publicly Available Information or
any Exchange Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement and the Publicly Available
Information is exclusively the responsibility of the Company and that none of
the Nominated Adviser, the Bookrunner, any persons acting on their behalf nor
any of their respective affiliates has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in, or omission from, this Announcement or any Publicly Available
Information, nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares and receive the
Warrants is contained in this Announcement and any Publicly Available
Information including (without limitation) the Exchange Information, such
information being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and Warrants and that it
has neither received nor relied on any other information given, investigation
made or representations, warranties or statements made by the Bookrunner or
the Company or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and neither the
Bookrunner nor the Company nor any of their respective affiliates nor any of
their respective Representatives will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement;
9. it, and any prospective beneficial owner for whose account or benefit
it is purchasing the Placing Shares and receiving the Warrants, is and, at the
time the Placing Shares are subscribed for or Warrants issued, will be located
outside the United States and is acquiring the Placing Shares and receiving
the Warrants in an "offshore transaction" as defined in, and in accordance
with, Regulation S under the Securities Act;
10. it has not been offered to purchase or subscribe for Placing Shares or
receive the Warrants by means of any "directed selling efforts" as defined in
Regulation S of the Securities Act;
11. it understands that the Placing Shares and Warrants:
a. have not been and will not be registered or otherwise qualified for
distribution by way of a prospectus under the securities laws of the United
States, Australia, Canada, Japan, the Republic of South Africa, or any state,
province, territory or jurisdiction thereof;
b. may not be offered, sold, taken up, renounced, distributed or
delivered or transferred, directly or indirectly, within, into or from the
above jurisdictions or any jurisdiction (subject to certain exceptions) in
which it would be unlawful to do so and no action has been or will be taken by
any of the Company, the Nominated Adviser, the Bookrunner or any person acting
on behalf of the Company or, the Nominated Adviser or the Bookrunner that
would, or is intended to, permit a public offer of the Placing Shares or the
Warrants in the United States, Australia, Canada, Japan, the Republic of South
Africa or any country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is required;
12. it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed for or the Warrants issued, neither
it nor the beneficial owner of the Placing Shares and Warrants will be, a
resident of, nor have an address in, Australia, Japan, the Republic of South
Africa or any province or territory of Canada or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the placing shares;
13. it will not offer, sell, transfer, pledge or otherwise dispose of any
Placing Shares or Warrants except:
a. in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the Securities
Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
14. it understands that neither the Placing Shares nor the Warrants have
been, and will not be, registered under the Securities Act or with any
regulatory authority of any other state or other jurisdiction of the United
States and may not be offered, sold or resold in or into or from the United
States or to, or for the account or benefit of, US Persons (as defined in
Regulation S) except pursuant to an effective registration under the
Securities Act, or pursuant to an exemption from the registration requirements
of the Securities Act and in accordance with applicable state securities laws;
15. it will not distribute, forward, transfer or otherwise transmit this
Announcement, or any other presentational or other materials concerning the
Placing or the Warrants, directly or indirectly, whether in whole or in part,
in, into or from the United States, Australia, Canada, Japan or the Republic
of South Africa (including electronic copies thereof);
16. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
17. it:
a. has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for or
purchasing the Placing Shares and receiving the Warrants;
b. will not look to the Nominated Adviser or the Bookrunner for all or
part of any loss it may suffer as a result of any such subscription or
purchase;
c. is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
d. is able to sustain a complete loss of an investment in the Placing
Shares; and
e. has no need for liquidity with respect to its investment in the
Placing Shares;
18. the issue to it, or the person specified by it, for registration as
holder, of the Placing Shares and the Warrants will not give rise to a stamp
duty or stamp duty reserve tax liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
19. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA
(together, the "Money Laundering Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Money Laundering Regulations;
20. it is not:
a. an entity or an individual with whom transactions are prohibited
under the US Foreign Corrupt Practices Act of 1977 or is the subject of any
economic sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the Treasury;
b. named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or
c. subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations or other
applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which they may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide at their sole discretion;
21. in order to ensure compliance with the Regulations, the Bookrunner (for
itself and as agent on behalf of the Company), or the Company's registrars
(the "Registrars") may, in their absolute discretion, require verification of
its identity, location or legal status. Pending the provision to the
Bookrunner or the Registrars, as applicable, of evidence of identity, location
or legal status, definitive certificates in respect of the Placing Shares and
Warrants may be retained at the Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed in either of the Bookrunner's or the Registrars', as the case may
be, absolute discretion. If within a reasonable time after a request for
verification of identity, location or legal status, the Bookrunner (for itself
and as agent on behalf of the Company), or the Registrars have not received
evidence satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on the conditional allocation of
Placing Shares allotment will, if already paid, be returned without interest
to the account of the drawee's bank from which they were originally debited;
22. it irrevocably appoints any duly authorised officer of the Bookrunner as
its agent for the purpose of executing and delivering to the Company and/or
the Registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares and Warrants for which
it agrees to acquire upon the terms of this Announcement;
23. its participation in the Placing would not give rise to an offer being
required to be made by it, or any person with whom it is acting in concert,
pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable to the
Company and/or the Bookrunner for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or Regulation 7(4) of POATR, as applicable, it
understands the resale and transfer restrictions set out in this Appendix and
that any Placing Shares or Warrants acquired or received by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA to EEA Qualified Investors or in
the United Kingdom to Relevant Persons;
26. if it is in the United Kingdom, it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
27. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA, except to EEA Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in any member state in the EEA within the meaning of Article 2(d)
of the EU Prospectus Regulation;
28. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to UK Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer of relevant securities to the public in the United Kingdom within
the meaning of Regulation 7 of POATR;
29. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom or a member state of the EEA prior to the
expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer of relevant securities to the public in the United Kingdom within
the meaning of Regulation 7 of POATR, or an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation;
30. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares and Warrants in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has not been
approved by the Bookrunner in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
31. it has complied and will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing Shares and the
Warrants (including all applicable provisions of the FSMA, the Criminal
Justice Act 1993 and UK MAR) with respect to anything done by it in relation
to the Placing Shares and/or the Warrants in, from or otherwise involving the
United Kingdom;
32. unless otherwise specifically agreed with the Nominated Adviser and the
Bookrunner in writing, in the case of a Relevant Person in the United Kingdom
who acquires any Placing Shares and receives any Warrants pursuant to the
Placing, it is a 'Qualified Investor' within the meaning of paragraph 15 of
Schedule 1 of POATR and in the case of a Relevant Person in a member state of
the EEA who acquires any Placing Shares and receives any Warrants pursuant to
the Placing, that it is a 'Qualified Investor' within the meaning of Article
2(e) of the EU Prospectus Regulation;
33. if in the United Kingdom, unless otherwise agreed by the Bookrunner, it
is a "professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of COBS and it is acquiring Placing Shares and receiving the
Warrants for investment only and not with a view to resale or distribution;
34. neither it nor, as the case may be, its clients expect the Bookrunner to
have any duties or responsibilities to such persons similar or comparable to
the duties of "best execution" and "suitability" imposed by COBS, and that the
Bookrunner is not acting for it or its clients, and that the Bookrunner will
not be responsible for providing the protections afforded to clients of the
Bookrunner or for providing advice in respect of the transactions described in
this Announcement;
35. it and any person acting on its behalf is entitled to acquire the
Placing Shares and receive the Warrants under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that it has not
taken any action or omitted to take any action which will or may result in the
Nominated Adviser, the Bookrunner, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;
36. it (and any person acting on its behalf) will make payment in respect of
the Placing Shares allocated to it in accordance with the terms and conditions
of this Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
persons or sold as the Bookrunner may each in its sole discretion determine
and without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale fall short of the product of the Issue
Price and the number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest or penalties) which may arise upon such placing or sale of
such Placee's Placing Shares on its behalf;
37. none of the Nominated Adviser, the Bookrunner, nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and will not be a
client of either the Nominated Adviser or the Bookrunner in connection with
its participation in the Placing and that neither the Nominated Adviser nor
the Bookrunner have any duty nor responsibility to it for providing the
protections afforded to their clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
38. the person whom it specifies for registration as holder of the Placing
Shares and/or the Warrants will be (i) itself or (ii) its nominee, as the case
may be. None of the Nominated Adviser, the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement or the
requirement in paragraph 18 above ("Indemnified Taxes"); each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, the
Nominated Adviser and the Bookrunner, on an after-tax basis, in respect of any
Indemnified Taxes;
39. indemnify on an after tax basis and hold the Company, the Nominated
Adviser, the Bookrunner and each of their respective Representatives harmless
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of its
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix or incurred by the Bookrunner, the Company or each of their
respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
40. except as set out in paragraph 41 below, it has neither received nor
relied on any 'inside information' (for the purposes of UK MAR and section 56
of the Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the Placing and is
not purchasing Placing Shares and/or receiving the Warrants on the basis of
material non-public information;
41. if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) in
relation to the Company and its securities in advance of the Placing, it has
received such information within the market soundings regime provided for in
Article 11 of UK MAR and associated delegated regulations and it has not: (i)
dealt (or attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
42. if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations;
43. the Company, the Nominated Adviser, the Bookrunner and their respective
Representatives and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements, agreements, and
undertakings which are given to the Company, the Nominated Adviser and the
Bookrunner for themselves and on behalf of the Company and are irrevocable and
it irrevocably authorises the Company, the Nominated Adviser and the
Bookrunner to produce this Announcement, pursuant to, in connection with, or
as may be required by, any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein. It agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of Placing Shares and receiving of Warrants is no
longer accurate, it shall promptly notify the Company, the Nominated Adviser
and the Bookrunner;
44. none of the Company, the Nominated Adviser or the Bookrunner owes any
fiduciary or other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or indemnities in the
Placing Agreement;
45. its commitment to take up Placing Shares and receive Warrants on the
terms set out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's, the Nominated Adviser's or the Bookrunner's conduct of the Placing;
46. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
subscribe for, and that the Nominated Adviser, the Bookrunner or the Company
may call upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned maximum;
47. a communication that the Placing or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the Placing and securities will be fully
distributed by Turner Pope. Turner Pope reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the Company's
objectives, MiFID II requirements and/or its allocation policies;
48. it has the funds available to pay for the Placing Shares for which it
has agreed to subscribe;
49. time is of essence as regards its obligations under this Appendix;
50. it may be asked to disclose in writing or orally to the Bookrunner: (i)
if he or she is an individual, his or her nationality; or (ii) if he or she is
a discretionary fund manager, the jurisdiction in which the funds are managed
or owned;
51. information provided by it to the Company and the Registrar will be
stored on the Company's and/or the Registrars' computer system(s), and
acknowledges and agrees that for the purposes of the General Data Protection
Regulation (EU) 2016/679 and other relevant data protection legislation which
may be applicable ("Data Protection Law"), the Company and the Registrars are
required to specify the purposes for which they will hold personal data; and
that it has obtained the consent of any data subjects to the Registrars and
the Company and their respective associates holding and using their personal
data for the Purposes (as defined below). For the purposes of this
Announcement, "data subject", "personal data" and "sensitive personal data"
shall have the meanings attributed to them in the Data Protection Law. The
Company and the Registrars will only use such information for the purposes set
out below (collectively, the "Purposes"), being to:
a. process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
b. communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
c. provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA;
d. without limitation, provide such personal data to the Company or the
Nominated Adviser or the Bookrunner for processing, notwithstanding that any
such party may be outside the United Kingdom or the EEA States; and
e. process its personal data for the Company's or Registrars' internal
administration; and
52. these terms and conditions and any agreements entered into by it
pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
The Company, the Nominated Adviser, the Bookrunner and their respective
affiliates will rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings. The provisions
of this Appendix may be waived, varied or modified as regards specific Placees
or on a general basis by the Bookrunner.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Bookrunner, and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Bookrunner will be
responsible for such stamp duty or stamp duty reserve tax. The Placees shall
indemnify the Company, the Nominated Adviser and the Bookrunner on an
after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner and any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares or by nominating any connected or associated person to do so.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of a
Placee and/or any person acting on behalf of a Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business and the Placee will rank only as a general creditor of the
Bookrunner.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
The provisions of these terms and conditions shall survive after the
completion of the Placing.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these terms and conditions are to each of such Placees and such
joint Placees' liability is joint and several.
All times and dates in this Announcement are references to London (UK) time
and may be subject to amendment. The Bookrunner shall notify the Placees and
any person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Nominated Adviser, the Bookrunner or their respective
Representatives pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
The price of Ordinary 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 Ordinary Shares.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Bookrunner.
Each Placee may be asked to disclose, in writing or orally to the Bookrunner:
(a) if they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
APPENDIX 2
DEFINITIONS
"Accelerated Bookbuild" has the meaning given to it in this Announcement
"Admission" either First Admission and/or Second Admission as the context requires
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM rules for Companies published by London Stock Exchange as amended from
time to time
"Board" the board of directors of the Company from time to time
"BookBuild Platform" the online capital markets platform developed by BB Technology Limited;
"Bookrunner" Turner Pope, in its capacity as broker to the Company
"Broker Warrants" the unlisted warrants to be issued to Turner Pope to subscribe for new
Ordinary Shares, equivalent to 6 per cent of the aggregate number of new
Ordinary Shares to be issued in connection with the Fundraise
"Broker Warrant Instrument" the warrant instrument under which the Broker Warrants will be issued
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"COBS" the FCA's Conduct of Business Sourcebook
"Company" or " Aptamer" Aptamer Group plc (registered number 09061413) and, where the context so
admits, Aptamer Group plc and its subsidiary undertakings
"Conditional Placing" the proposed placing of the Firm 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
"Circular" the circular proposed to be sent to Shareholders on or around 27 March 2026,
which will contain the Notice of General Meeting and propose the Resolutions
"Conditional Placing" the placing of new Ordinary Shares pursuant to the Placing Agreement subject
to authorities to issue shares to be sought at the General Meeting
"Conditional Placing Shares" new ordinary Shares to be issued pursuant to the Placing conditional on the
passing of the resolutions at the General Meeting
"Conditional Shares" the new ordinary Shares to be issued in connection with the Conditional
Placing, the Subscription and the Retail Offer subject to authorities to issue
shares to be sought at the General Meeting
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors" the directors of the Company
"Enlarged Share Capital" the issued ordinary share capital of the Company immediately following Second
Admission
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EU Target Market Assessment" has the meaning given to it in this Announcement
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA" the Financial Conduct Authority of the UK
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Firm Placing" the placing of the Firm Placing Shares at the Issue Price on a non-pre-emptive
basis, on the terms and conditions set out in the Placing Agreement
"Firm Placing Shares" new Ordinary Shares to be issued in connection with the Firm Placing
"First Admission" Admission of the Firm Placing Shares to trading on AIM
"Fundraise" the Placing, the Subscription and the Retail Offer
"Fundraise Shares" the Placing Shares, the Subscription Shares and the Retail Offer Shares
"General Meeting" the general meeting of the Company to be convened by the Notice of General
Meeting, at which the Resolutions will be proposed
"Issue Price" 0.6 pence per Fundraise Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 April 2026
"Material Adverse Change" has the meaning given to such term in the Placing Agreement
"MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended)
"MiFID II Product Governance Requirements" has the meaning given to it in this Announcement
"Nominated Adviser" SPARK, in its capacity as nominated adviser to the Company
"Notice of General Meeting" the notice of the General Meeting to be included in the Circular
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Placee" a person who chooses to participate in the Placing by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
"Placing" the Firm Placing and the Conditional Placing at the Issue Price by way of the
Accelerated Bookbuild pursuant to the terms of the Placing Agreement
"Placing Agreement" the conditional agreement dated 25 March 2026 and made between SPARK, Turner
Pope and the Company in relation to the Fundraise
"Placing Shares" new Ordinary Shares to be issued by the Company at the Issue Price pursuant to
the Placing
"Placing Results Agreement" has the meaning given to it in Appendix I to this Announcement
"Placing Results Announcement" has the meaning given to it in Appendix I to this Announcement
"Prospectus Regime" means POATR and the FCA's Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook, (as amended)
"POATR" The Public Offers and Admissions to Trading Regulations 2024 (as amended)
"Resolutions" the resolutions to be proposed at the General Meeting required to implement
the Conditional Placing, the Subscription, the Retail Offer, the Broker
Warrants and the Warrants
"Retail Offer" the proposed conditional offer by the Company of the Retail Offer Shares,
through the BookBuild Platform, to Retail Shareholders
"Retail Offer Shares" new Ordinary Shares to be issued pursuant to the Retail Offer
"Retail Shareholders" existing Shareholders, who are resident in the United Kingdom and are a
customer of an intermediary who agrees conditionally to subscribe for Retail
Offer Shares in the Retail Offer
"RIS" a regulatory information service as defined in the FCA Handbook
"Second Admission" Admission of the Conditional Shares to trading on AIM
"Securities Act" has the meaning given to it in this Announcement
"Shareholders" holders of Ordinary Shares
"SPARK" SPARK Advisory Partners Limited, registered in England and Wales with company
number 03191370 and having its registered office at 5 St. John's Lane, London
EC1M 4BH
"Subscribers" has the meaning given to it in this Announcement
"Subscription" the proposed conditional subscription for the Subscription Shares at the Issue
Price by the Subscribers under the terms of the Subscription Letters
"Subscription Letters" the letters to be entered into between the Company and the Subscribers in
connection with the Subscription
"Subscription Shares" new Ordinary Shares to be issued by the Company at the Issue Price pursuant to
the Subscription
"Takeover Code" The City Code on Takeovers and Mergers (as amended)
"Target Market Assessment" has the meaning given to it in this Announcement
"Term Sheet" has the meaning given to it in this Announcement
"Tranche" has the meaning given to it in Appendix I to this Announcement
"Turner Pope" Turner Pope Investments (TPI) Ltd, registered in England and Wales with
company number 09506196 and having its registered office at Ground Floor,
Kings House,, 101-135 Kings Road, Brentwood, Essex CM14 4DR
"UK MAR" or "Market Abuse Regulation" Market Abuse Regulation (Regulation 596/2014), as it forms part of the
domestic law of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (as amended from time to time)
"UK Product Governance Requirements" has the meaning given to it in this Announcement
"United States" has the meaning given to it in this Announcement
"Warrants" the warrants to subscribe for new Ordinary Shares to be issued in connection
with the Fundraise
"Warrant Exercise Period" the period of two years from issue in accordance with the terms of the Warrant
Instrument
"Warrant Instrument" the document setting out the terms and conditions of the Warrants
- Ends -
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