REG - Arecor Therapeutics - Result of Placing and Subscription

Arecor TherapeuticsAnnouncement

19/07/2024 18:30

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RNS Number : 1755X  Arecor Therapeutics PLC  19 July 2024

THIS ANNOUNCEMENT 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, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU REGULATION NO. 596/2014) (AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE "UK MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

19 July 2024

 

Arecor Therapeutics plc

 

("Arecor Therapeutics" or the "Company")

 

Result of Placing and Subscription and PDMR Dealing

 

Arecor Therapeutics (AIM: AREC), the biopharmaceutical group advancing today's
therapies to enable healthier lives, is pleased to announce that following the
announcement made earlier today (the "Launch Announcement") regarding the
launch of the proposed placing (the "Placing"), it has successfully
conditionally placed 5,800,293 new ordinary shares of 1 pence each in the
capital of the Company (the "Placing Shares") at a price of 90 pence per
share (the "Issue Price") to certain institutional investors, other
professional investors, including international specialist healthcare funds,
and certain Directors of the Company, raising gross proceeds of approximately
£5.22 million.

In addition, certain existing Shareholders of the Company, one of whom is a
Director, have, in aggregate, conditionally subscribed for 1,155,554 new
Ordinary Shares at the Issue Price, raising £1.04 million (the
"Subscription").

Together, the Placing and the Subscription will raise gross proceeds of £6.26
million through the issue of 6,955,847 new Ordinary Shares.

Further to the Launch Announcement, certain Directors have participated in
the Placing and Subscription ("Director Participation"). The Director
Participation comprises approximately £85,000 in aggregate through the issue
of 94,442 new Ordinary Shares at the Issue Price.

The Issue Price represents a discount of approximately 2.7 per cent. to the
closing mid-market price of 92.5 pence per Ordinary Share on 18 July 2024,
being the last practicable date prior to the Launch Announcement.

Panmure Liberum is acting as nominated adviser, joint bookrunner and joint
broker, WG Partners is acting as joint bookrunner and joint broker and Beech
Hill Securities is acting as placement agent.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Launch Announcement.

Retail Offer

As announced earlier today, the Company also launched the Retail Offer through
the Winterflood Retail Access platform to raise up to a further £1 million of
gross proceeds (the "Retail Offer" and together with the Placing and
Subscription, the "Fundraising"). The Retail Offer is expected to close at
4:30 p.m. on 22 July 2024, or such later time and date as the Company, Panmure
Liberum and Winterflood may agree, the results of which are expected to be
announced on 23 July 2024.

Notice of General Meeting

The Fundraising is conditional upon, inter alia, the passing of the
Resolutions at the General Meeting which is expected to be held at the offices
of Covington & Burling LLP at 1:00 p.m. on 8 August 2024. The Company
intends to publish and send a circular to Shareholders in connection with the
Fundraising (the "Circular") on or around 23 July 2024. The Circular will
also be available on the Company's website: https://arecor.com/.

Admission

Application will be made for the Placing Shares, Subscription Shares and
Retail Shares to be admitted to trading on AIM, which is expected to occur at
8.00 a.m. on 9 August 2024, subject to, amongst other things, the approval of
the Resolutions at the General Meeting.

Related Party Transactions

BGF Investment Management Limited

BGF Investment Management Limited ("BGF") is considered to be a related party
of the Company for the purposes of Rule 13 of the AIM Rules for Companies by
virtue of its status as a substantial shareholder of the Company.

BGF has conditionally agreed to subscribe for 1,111,111 Placing Shares at the
Issue Price as part of the Placing (the "BGF RPT")

Director participation

The following Directors, all of which are deemed to be a Related Parties
pursuant to Rule 13 of the AIM Rules for Companies, have conditionally
subscribed for new Ordinary Shares at the Issue Price in the following amounts
as part of the Subscription (in respect of Alan Smith) and as part of the
Placing (in respect of the other Directors listed below) (the "Directors'
RPT"):

 Director              Existing beneficial shareholding  New Ordinary Shares subscribed for  Shareholding on Admission  Shareholding as a percentage of the enlarged share capital upon Admission*
 Andy Richards  223,834                                  27,777                              251,611                    0.65%
 Sarah Howell   867,738                                  16,666                              884,404                    2.29%
 Sam Fazeli     115,708                                  27,777                              143,485                    0.37%
 Alan Smith     181,765                                  22,222                              203,987                    0.53%

 

Jeremy Morgan and Christine Soden, being the Directors who are independent of
the BGF RPT and the Directors' RPT, having consulted with the Company's
nominated adviser, Panmure Liberum, consider that the terms of the BGF RPT and
Directors' RPT are fair and reasonable insofar as its shareholders are
concerned.

 

*assuming the Retail Offer is fully subscribed

 

 Arecor Therapeutics plc                                                                www.arecor.com (http://www.arecor.com)

 Sarah Howell, Ph.D, Chief Executive Officer                                            Tel: +44 (0) 1223 426060

                                                                                        Email: info@arecor.com

 Panmure Liberum Limited (NOMAD, Joint Bookrunner and Joint Broker)                     Tel: +44 (0) 20 7886 2500

 Emma Earl, Freddy Crossley, Mark Rogers (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 WG Partners LLP (Joint Bookrunner and Joint Broker)                                    Tel: +44 (0) 20 3705 9321

 Nigel Barnes, Satheesh Nadarajah

 David Wilson, Claes Spang

 Beech Hill Securities, Inc. (Placement Agent)                                          Tel: +1 212 350 7200

 George Billington, Thomas Lawrence

 ICR Consilium                                 Tel: +44 (0) 20 3709 5700

 Chris Gardner, David Daley, Lindsey Neville   Email: arecor@consilium-comms.com

Tel: +44 (0) 20 3705 9321

 

Beech Hill Securities, Inc. (Placement Agent)

George Billington, Thomas Lawrence

 

Tel: +1 212 350 7200

 

ICR Consilium

Chris Gardner, David Daley, Lindsey Neville

Tel: +44 (0) 20 3709 5700

Email: arecor@consilium-comms.com

 

About Arecor

Arecor Therapeutics plc is a globally focused biopharmaceutical company
transforming patient care by bringing innovative medicines to market through
the enhancement of existing therapeutic products. By applying our innovative
proprietary technology platform, Arestat™, we are developing an internal
portfolio of proprietary products in diabetes and other indications, as well
as working with leading pharmaceutical and biotechnology companies to deliver
therapeutic products. The Arestat™ platform is supported by an extensive
patent portfolio.

 

For further details please see our website, www.arecor.com
(http://www.arecor.com/)

 

 

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". 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 and 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 Panmure Liberum, WG Partners or Beech Hill Securities, 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.

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

This Announcement does not constitute an offer to sell, or the solicitation of
an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction
where such offer or solicitation is unlawful or would impose any unfulfilled
registration, qualification, publication or approval requirements on the
Company. The offer and sale of Ordinary Shares has not been and will not be
registered under the applicable securities laws of Australia, Canada, the
Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary
Shares may not be offered to or sold within Australia, Canada, the Republic of
South Africa or Japan or to any national, resident or citizen of Australia,
Canada, the Republic of South Africa or Japan.

This Announcement does not constitute, or form part of, any offer or any
solicitation of an offer to subscribe for any shares or other securities, nor
shall it (or any part of it) or the fact of its dissemination form the basis
of, or be relied on in connection with, any contract with respect thereto.

Panmure Liberum is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing or any other matters referred
to in this Announcement, and Panmure Liberum will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.

WG Partners, which is authorised and regulated in the United Kingdom by the
FCA, is acting as joint bookrunner to the Company in connection with the
Placing and Admission and to no-one else and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the Placing or Admission or any other
matter referred to in this Announcement.

 

Beech Hill Securities, which is authorised and regulated in the United States
by the Financial Industry Regulatory Authority, is acting as a placing agent
to the Company in connection with the Placing and Admission and to no-one else
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in relation to
the Placing or Admission or any other matter referred to in this Announcement.

 

None of Panmure Liberum, WG Partners, Beech Hill Securities, their affiliates
nor any of their respective Representatives, accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to this Announcement, including the truth, accuracy or
completeness of the information in this Announcement (or whether any
information has been omitted from the Announcement) or for any loss howsoever
arising from any use of the Announcement or its contents.  Panmure Liberum,
WG Partners, Beech Hill Securities, their affiliates and their respective
Representatives, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise have in respect of this
Announcement or its contents or otherwise arising in connection therewith.

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 Placing, Subscription and
Retail Offer will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.

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.

The information below (set out in accordance with the requirements of EU
Market Abuse Regulation) provides further detail:

PDMR Notification Forms: conditional upon, inter alia, the passing of the
Resolutions at the General Meeting:

      Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1)    Andy Richards

                                                                   2)    Sarah Howell

                                                                   3)    Sam Fazeli

                                                                   4)    Alan Smith
 2    Reason for the notification
 a)   Position/status                                              1)    Non-Executive Chairman

                                                                   2)    Chief Executive Officer

                                                                   3)    Independent Non-Executive Director

                                                                   4)    Non-Executive Director
 b)   Initial notification /Amendment                                                                        Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                                                                   Arecor Therapeutics plc
 b)   LEI                                                                                                    98450093D12I3A8DDD58

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument                                            Ordinary shares of 1 pence each
      Identification code                                                                                    ISIN: GB00BMWLM973

 b)   Nature of the transaction                                                                              Subscription of new Ordinary Shares
 c)   Price(s) and volume(s)

                                                                                               Price(s)                    Volume(s)
                                                                                 1)            90 pence                    27,777
                                                                                 2)            90 pence                    16,666
                                                                                 3)            90 pence                    27,777
                                                                                 4)            90 pence                    22,222

 d)   Aggregated information

      Aggregate volume Price                                       94,442 Ordinary Shares

                                                                   90 pence

 e)   Date of the transaction                                       19 July 2024
 f)   Place of the transaction                                      Outside of a trading venue

 

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