REG - Arecor Therapeutics - WRAP Retail Offer to raise up to £1 million

Arecor TherapeuticsAnnouncement

19/07/2024 13:30

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RNS Number : 1093X  Arecor Therapeutics PLC  19 July 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

19 July 2024

 

Arecor Therapeutics plc

 

("Arecor Therapeutics" or the "Company")

 

WRAP Retail Offer to raise up to £1 million

 

Arecor Therapeutics (AIM: AREC), the biopharmaceutical group advancing today's
therapies to enable healthier lives, is pleased to announce a retail offer via
the Winterflood Retail Access Platform ("WRAP") to raise up to £1 million
(the "Retail Offer") through the issue of new ordinary shares of 1 pence each
in the Company ("Ordinary Shares"). Pursuant to the Retail Offer, up to
1,111,111 new Ordinary Shares will be made available to new and existing
retail investors at an issue price of 90 pence per share ("Issue Price").

 

In addition to the Retail Offer, and as announced  today (the "Launch
Announcement"), the Company has announced a conditional placing of new
Ordinary Shares through a bookbuild process (the "Placing") and a conditional
subscription ("Subscription") of new Ordinary Shares to raise in aggregate
approximately £6 million (before expenses) at the Issue Price (together with
the Retail Offer the "Fundraising"). The Issue Price represents a discount of
approximately 2.7 per cent. to the mid-market closing price of 92.5 pence an
Ordinary Share on 18 July 2024 (being the latest practicable date prior to the
Launch Announcement). If the Retail Offer is taken up in full, the aggregate
gross proceeds of the Fundraising will be approximately £7 million.

 

The Retail Offer is conditional on (a) completion of the Placing and the
Subscription; (b) the passing without amendment of all the resolutions
(the "Resolutions") required to implement the Fundraising being duly passed
by shareholders of the Company at the general meeting proposed to be held on 8
August 2024 (the "General Meeting"); and (c) the new Ordinary Shares to be
issued pursuant to the Retail Offer being admitted to trading on AIM
("Admission").

 

It is anticipated that, subject to, amongst other things, the approval of the
Resolutions at the General Meeting, Admission of the new Ordinary Shares to
trading on AIM is expected to be effective on or around 8:00 a.m. on 9 August
2024.

 

A separate announcement has been made (the Launch Announcement) regarding the
Placing and the Subscription setting out the terms of the Placing and out the
reasons for the Fundraising and use of proceeds. The net proceeds of the
Retail Offer will be used towards general working capital and balance sheet
strength.

 

For the avoidance of doubt, the Retail Offer is not part of the Placing or the
Subscription. Completion of the Retail Offer is conditional, inter alia, upon
completion of the Placing and Subscription but completion of the Placing and
Subscription is not conditional on the completion of the Retail Offer.

 

Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders, along with new
qualifying retail investors, in the United Kingdom the opportunity to
participate in the Fundraising.

 

The Company is making the Retail Offer open to eligible investors in the
United Kingdom, being both new and existing shareholders of the Company,
following release of this announcement and through certain financial
intermediaries.

 

Eligible retail investors can contact their broker or wealth manager to
participate in the Retail Offer.

 

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.
Eligible retail investors should note that financial intermediaries may have
earlier closing times. The result of the Retail Offer is expected to be
announced by the Company on or around 23 July 2024.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The new Ordinary Shares issued pursuant to the Retail Offer will, when issued,
be credited as fully paid, and have the right to receive all dividends and
other distributions declared, made or paid after their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Offer
shares available for subscription does not exceed £1,000,000.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the United
Kingdom version of Regulation (EU) 2017/1129 as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

Capitalised terms used in this announcement have the meanings given to them as
ascribed in Appendix 4 to the Launch Announcement, unless the context provides
otherwise.

 

For more information, please contact:

 

 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

 Winterflood Retail Access Platform                                             WRAP@winterflood.com

 Andrew Stancliffe                                                              +44(0) 20 3100 0286

 Sophia Bechev

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

 Freddy Crossley, Emma Earl, 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

 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

 

 

Notes to Editors

 

About Arecor

 

Arecor Therapeutics plc is a globally focused biopharmaceutical group
transforming patient care by bringing innovative medicines to market through
the enhancement of existing therapeutic products which are safer, more
effective and easier-to-use. By applying our innovative proprietary
formulation technology platform, Arestat™, we are developing an internal
portfolio of proprietary products in diabetes, obesity and other indications,
as well as working with leading pharmaceutical and biotechnology companies to
develop novel formulations of their proprietary products with enhanced
properties that are otherwise unachievable. The Arestat™ platform is
supported by an extensive patent portfolio.

 

For further details please see our website, 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

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or 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.

 

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 Ordinary 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 Ordinary Shares is being made in the United States. The
Ordinary 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 Ordinary 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). 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.

 

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 FCA,
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 Share
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 Ordinary 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 is 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 Placing. 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 Placing. 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.

 

 

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