REG - Arecor Therapeutics - Result of WRAP Retail Offer

Arecor TherapeuticsAnnouncement

23/07/2024 07:00

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RNS Number : 3718X  Arecor Therapeutics PLC  23 July 2024

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A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

23 July 2024

 

Arecor Therapeutics plc

 

("Arecor Therapeutics" or the "Company")

 

Result of WRAP Retail Offer

 

Arecor Therapeutics plc, (AIM: AREC), the biopharmaceutical group advancing
today's therapies to enable healthier lives, is pleased to confirm, further to
the announcements made on 19 July 2024 in relation to the Fundraising, the
result of its Retail Offer at the Issue Price of 90 pence per share. The
Company announces that it has conditionally raised aggregate gross proceeds of
approximately £0.16 million pursuant to the Retail Offer, in addition to the
previously announced Placing and Subscription.

 

Accordingly, the Company will issue a total of 173,768 new Ordinary Shares at
the Issue Price pursuant to the Retail Offer, subject to, amongst other
things, the approval of the Resolutions at the General Meeting and Admission.

 

In total, the Fundraising has conditionally raised gross proceeds of
approximately £6.42 million for the Company, via the proposed issuance of
7,129,615 new Ordinary Shares pursuant to the Fundraise.

 

Related Party Transaction

In addition to the participation of certain directors of the Company in the
Placing and Subscription (as announced on 19 July 2024), Christine Soden, a
director of the Company who is deemed to be a Related Party pursuant to Rule
13 of the AIM Rules for Companies, has conditionally subscribed for 11,111
new Ordinary Shares at the Issue Price through the Retail Offer.

Jeremy Morgan, being the Director who is independent of the Related Party
Transaction, having consulted with the Company's nominated adviser, Panmure
Liberum, considers that the terms of the Related Party Transaction are fair
and reasonable insofar as the Company's shareholders are concerned.

 

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.

The new Ordinary Shares to be issued pursuant to the Retail Offer will be
issued free of all liens, charges and encumbrances and will, on Admission,
rank pari passu in all respects with the new Ordinary Shares to be issued
pursuant to the Placing, the Subscription and the Company's existing Ordinary
Shares.

 

Capitalised terms used in this announcement have the meanings given to them as
ascribed in the Company's announcement released at 1:10 p.m. on 19 July 2024.

For further information, please contact:

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

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

                                                                                      Email: info@arecor.com (mailto:info@arecor.com)

 Panmure Liberum Limited (NOMAD, Joint Bookrunner and Joint Broker)                     Tel: +44 (0) 20 7886 2500
 Freddy Crossley, Emma Earl (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 Winterflood Retail Access Platform                                                     WRAP@winterflood.com
 Andrew Stancliffe

 Sophia Bechev

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

 Nigel Barnes, Satheesh Nadarajah

 David Wilson, Claes Spang

 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

 

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.

 

Further information on the Company can be found on its website at
www.arecor.com (http://www.arecor.com) .

 

The Company's LEI is 98450093D12I3A8DDD58.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer shares is being made in the United States. The
Retail Offer shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, 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.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, 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 any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
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 or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends 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.
The Retail Offer shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

It is further noted that the Retail Offer was only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended.

 

Panmure Liberum Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser, joint bookrunner and joint
broker to the Company in connection with the Fundraise. Panmure Liberum
Limited has not authorised the contents of, or any part of, this announcement,
and no liability whatsoever is accepted by Panmure Liberum Limited for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information. 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 Panmure Liberum Limited
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 therefor is expressly disclaimed. The
responsibilities of Panmure Liberum Limited  as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the Company in
reliance on any part of this announcement, or otherwise.

 

WG Partners LLP, which is authorised and regulated by the FCA in the United
Kingdom, is acting as joint Bookrunner and Joint Broker to the Company in
connection with the Fundraise. WG Partners LLP has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by WG Partners LLP for the accuracy of any information or opinions contained
in this announcement or for the omission of any material information. 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
WG Partners LLP 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 therefor is expressly disclaimed.

PDMR Notification Form: 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                                                         Christine Soden
 2    Reason for the notification
 a)   Position/status                                              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)
                                                                                               90 pence                    11,111

 d)   Aggregated information

      Aggregate volume Price                                       11,111 Ordinary Shares

                                                                   90 pence

 e)   Date of the transaction                                       22 July 2024
 f)   Place of the transaction                                      Outside of a trading venue

 

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