REG - Aptamer Group PLC - Response to Speculation, Strategic Review, Update

AptamerAnnouncement

26/07/2023 11:00

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RNS Number : 2785H  Aptamer Group PLC  26 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AS A RESULT OF THE FORMAL SALE
PROCESS, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

 

FOR IMMEDIATE RELEASE

 

26 July 2023

 

Aptamer Group plc

 

("Aptamer Group", "APTA" or the "Company")

 

Response to speculation and movement in share price and

Strategic review, update on financing discussions, and launch of formal sale
process

 

Aptamer Group (AIM:APTA), the developer of novel Optimer® binds to enable
innovation in the life sciences industry, notes the recent media speculation
and movement in the share price and provides the following update.

 

As discussed in the announcement of the Company's interim financial results on
14 March 2023 and subsequent announcements, the Company requires additional
funding to enable it to meet its ongoing working capital requirements. The
Company's strategy is to build a base of profitable contract research revenue
based on its Optimer® technology and to seek higher value licensing
opportunities where there are specific diagnostic or therapeutic
applications.  The Company anticipates reaching a cash positive operating
position within 2 years, and will therefore need working capital funding until
then or until sufficient material licence fees are generated, if sooner.

 

As part of a strategic review of funding options being explored, the directors
of Aptamer Group (the "Board") have been considering all possible sources of
funding, including debt and equity. If successful, any equity fundraising will
be at a substantial discount to the current share price and likely involve the
return of former directors Arron Tolley and Steve Hull.

 

In parallel to the seeking of funding, the Company has commenced a review of
all options available including a possible sale of the Company and or assets,
and has therefore commenced a formal sale process (as referred to in Note 2 on
Rule 2.6 of the City Code on Takeovers and Mergers) (the "Formal Sale
Process").  The Formal Sale Process will enable the Board and its advisers to
conduct an orderly process and engage more widely with potentially interested
parties, with a view to maximising the outcome for Aptamer Group's
shareholders. It remains possible that, following completion of the Formal
Sale Process, the Board will consider that Aptamer Group and its shareholders
would be best served by alternative strategic options available to the
Company, including by Aptamer Group continuing to trade on AIM.

 

Formal sale process

 

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party
participating in the Formal Sale Process will not be required to be publicly
identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it
is participating in the Formal Sale Process.

The Board has appointed SPARK Advisory Partners Limited ("SPARK") and FRP
Advisory Trading Limited ("FRP") as its financial advisers with regards to the
Strategic Review, the Formal Sale Process and any offer for the Company that
may be forthcoming.

Parties interested in submitting any expression of interest or other proposal
relating to any strategic option for the Company, should contact FRP via the
contact details given below.

It is currently expected that any party interested in submitting any form of
proposal for consideration within the Formal Sale Process will, at the
appropriate time, be required to enter into a non-disclosure agreement and
standstill arrangement with the Group on terms satisfactory to the Board and
on the same terms, in all material respects, as other interested parties
before being permitted to participate in the process. The Group then intends
to provide such interested parties with certain information on its business,
following which interested parties shall be invited to submit their proposals
to FRP and SPARK. The Company will update the market in due course regarding
timings for the Formal Sale Process. The Board reserves the right to alter
any aspect of the process as outlined above or to terminate the process at any
time and in such cases will make an announcement as appropriate. The Board
also reserves the right to reject any approach or terminate discussions with
any interested party at any time.

The Company is not currently in receipt of an approach from any potential
offeror at the date of this announcement. Shareholders are advised that this
announcement does not represent a firm intention by any party to make an offer
under Rule 2.7 of the Takeover Code and there can be no certainty that any
offers will be made as a result of the Formal Sale Process, that any sale,
strategic investment or other transaction will be concluded, nor as to the
terms on which any offer, strategic investment or other transaction may be
made.

Following this announcement, the Company is now considered to be in an 'offer
period' as defined in the Code, and the dealing disclosure requirements set
out below will apply.

 

Further announcements will be made in due course.

 

 

- ENDS -

 

For further information, please contact:

 

 Aptamer Group plc                                                    +44 (0) 1904 217 404

 Dr Rob Quinn

 SPARK Advisory Partners Limited - Nominated and Financial  Adviser   +44 (0) 20 3368 3550

 Andrew Emmott / Mark Brady / Adam Dawes

 FRP Advisory Trading Limited - Financial Adviser                     +44 (0) 1727 811 111

 Miles Needham

 Liberum Capital Limited - Broker                                     +44 (0) 20 3100 2000

 Phil Walker / Richard Lindley / Ben Cryer / Cara Murphy

 Consilium Strategic Communications                                   +44 (0) 20 3709 5700

 Matthew Neal / Lucy Featherstone

 aptamergroup@consilium-comms.com

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018.

About Aptamer Group plc

Aptamer (http://www.aptamergroup.com/)  develops custom affinity binders
through its proprietary Optimer(®) platform to enable new approaches in
therapeutics, diagnostics, and research applications. The Company strives to
deliver transformational solutions that meet the needs of life science
researchers and developers through the use of its proprietary Optimer
platform.

Optimer binders are oligonucleotide affinity ligands that can function as an
antibody alternative. The global affinity ligand market is currently worth
over $170 billion. Optimer binders are engineered to address many of the
issues found with alternative affinity molecules, such as antibodies, and
offer new, innovative solutions to bioprocessing, diagnostic and
pharmaceutical scientists.

Aptamer has successfully delivered projects for global pharma companies,
diagnostic development companies, and research institutes covering a range of
targets and applications with the objective of establishing royalty-bearing
licenses. Through the unique Optimer technology and processes, scientists and
collaborators can make faster, more informed decisions that support discovery
and development across the Life Sciences.

Important information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

This announcement (including any information incorporated by reference in this
announcement) contains statements about the Company that are or may be deemed
to be forward looking statements. Without limitation, any statements preceded
or followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative thereof, may
be forward looking statements.

 

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or responsibility to update
publicly or review any forward-looking or other statements contained in this
announcement, except as required by applicable law.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

 

Important Code notes

 

There can be no certainty that an offer(s) will be made, nor as to the terms
of any offer, and thus whether any offer will be completed.

 

The person responsible for arranging the release of this announcement on
behalf of Aptamer Group plc is Dr Rob Quin.

 

Inside Information

 

The information contained within this announcement is deemed by Aptamer Group
to constitute inside information as stipulated under the Market Abuse
Regulation (EU) no. 596/2014 (as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

Notice related to financial advisers

 

SPARK Advisory Partners Limited, which is regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Aptamer Group and
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Aptamer Group for providing
the protections afforded to clients of SPARK Advisory Partners Limited, or for
providing advice in relation to the matters referred to in this announcement.

 

FRP Advisory Trading Limited, which is regulated by the Financial Conduct
Authority in the United Kingdom, is acting as nominated adviser to Aptamer
Group and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Aptamer Group
for providing the protections afforded to clients of FRP Advisory Trading
Limited, or for providing advice in relation to the matters referred to in
this announcement.

 

Liberum Capital Limited, which is regulated by the Financial Conduct Authority
in the United Kingdom, is acting as nominated adviser to Aptamer Group and no
one else in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Aptamer Group for providing the
protections afforded to clients of Liberum Capital Limited, or for providing
advice in relation to the matters referred to in this announcement.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Aptamer Group confirms that as at
the close of business on 26 July 2023 its issued share capital consisted of
69,091,717 ordinary shares of 0.1 pence each. The International Securities
Identification Number for Aptamer Group's ordinary shares is GB00BNRRP542.

Publication on a website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on Aptamer Group's website
at https://aptamergroup.com/investors/ (https://aptamergroup.com/investors/)
  by no later than 12 noon (London time) on the first business day following
the date of this announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

 

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