REG - Avacta Group PLC - Result of Placing

AvactaAnnouncement

18/10/2022 12:00

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RNS Number : 2810D  Avacta Group PLC  18 October 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT 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, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF
AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

18 October 2022

Avacta Group plc

("Avacta" or the "Company")

Result of Placing

The Company is pleased to announce the successful completion of the
non-pre-emptive placing of new ordinary shares in the capital of the Company
(the "Ordinary Shares") announced earlier today (the "Placing").

A total of 7,368,427 new Ordinary Shares (the "Placing Shares") have been
placed at a price of 95 pence per Placing Share (the "Offer Price") by Stifel
Nicolaus Europe Limited ("Stifel"), acting as sole bookrunner in respect of
the Placing. Concurrently with the Placing, the Company's chair, Dr Eliot
Forster, has subscribed for 15,000 new Ordinary Shares at the Offer Price (the
"Management Subscription Shares" and the "Management Subscription",
respectively) pursuant to a subscription letter entered into with the Company.

Together, the Placing Shares and the Management Subscription Shares in
aggregate comprise 7,383,427 new Ordinary Shares, raising total gross proceeds
of approximately £7 million. The Offer Price represents a discount of
approximately 4.0 per cent. to the middle market closing price of an Ordinary
Share on 17 October 2022. The Placing Shares and the Subscription Shares
together represent approximately 3 per cent. of the issued share capital of
the Company prior to the Placing and the Subscription.

The Company consulted with a number of its major shareholders prior to the
Placing and is pleased by the support it has received from both existing and
new shareholders.

An application has been made to London Stock Exchange plc for the Placing
Shares and the Management Subscription Shares to be admitted to trading on AIM
("Admission"). It is expected that settlement of the Placing Shares and the
Management Subscription Shares and Admission will become effective and
dealings in the Placing Shares and the Management Subscription Shares will
commence at 8.00 a.m. on 20 October 2022. The Placing and the Management
Subscription are conditional upon, among other things, Admission becoming
effective and the placing agreement entered into earlier today between the
Company and Stifel not being terminated in accordance with its terms.

The Placing Shares and Management Subscription Shares, when issued, will be
credited as fully paid and will rank pari passu in all respects with the
Company's then existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue.

Total voting rights

Following Admission, the Company's enlarged issued ordinary share capital will
be 263,732,659. This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Circular and Open Offer

A Circular, including further details of the Open Offer, is expected to be
dispatched to Qualifying Shareholders tomorrow, and will also be available on
the Company's website at the same time at www.avacta.com.

Convertible Bond Offering

The Convertible Bond Offering announced earlier today, pursuant to which the
Company's wholly-owned subsidiary, Addition Finance (Jersey) Limited, has
agreed to issue convertible bonds of £55 million in aggregate principal
amount with an issue price of 95 per cent, of the principal amount (resulting
in gross cash proceeds of  £52.25m) due 2027 to a fund advised by Heights
Capital Ireland LLC, a global equity and equity-linked focused investor, is
expected to settle on 20 October 2022.

Capitalised terms used but not otherwise defined in the text of this
announcement shall have the meaning given to them in the Company's
announcement from earlier today.

Alastair Smith, Chief Executive Officer of Avacta, commented:

"We are delighted to announce the successful financing and would like to thank
all of our existing and new investors for supporting the Company in connection
with the strategic acquisition of Launch Diagnostics. This financing allows us
to progress our M&A-led growth strategy for Avacta's diagnostics division
and progress a pipeline of potential acquisitions in the European diagnostics
sector to build a fully integrated and differentiated diagnostics business
with global reach alongside the continued funding of Avacta's Therapeutics
division to progress AVA6000 through the clinic and further develop the
broader oncology pipeline."

This announcement is released by the Company and contains inside information
under the UK Market Abuse Regulation, encompassing information relating to the
Fundraise described above. The person responsible for arranging for the
release of this announcement on behalf of the Company is Tony Gardiner, Chief
Financial Officer.

Enquiries

 Avacta Group plc                                                                Tel: +44 (0) 844 414 0452

 Alastair Smith, Chief Executive Officer                                         www.avacta.com (http://www.avacta.com)

 Tony Gardiner, Chief Financial Officer

 Michael Vinegrad, Group Communications Director
 Stifel Nicolaus Europe Limited                                                  Tel: +44 (0) 207 710 7600
 (Sole Bookrunner, Sole Private Placement Agent, Sole Broker and Nomad)

                                                                               www.stifel.com (http://www.stifel.com/)
 Nicholas Moore / Nick Adams / Samira Essebiyea / Nick Harland / Dhiren Suares
 / William Palmer-Brown
 FTI Consulting (Financial Media and IR)                                         Tel: +44(0) 203 727 1000

 Simon Conway / Alex Shaw / George Kendrick                                      Avacta.LS@fticonsulting.com (mailto:Avacta.LS@fticonsulting.com)
 Zyme Communications (Trade and Regional Media)                                  Tel: +44 (0)7891 477 378

 Lily Jeffery                                                                    lily.jeffery@zymecommunications.com
                                                                                 (mailto:katie.odgaard@zymecommunications.com)

Important Notices

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.

No action has been taken by the Company, Stifel Nicolaus Europe Limited
("Stifel") or any of their respective affiliates, or any person acting on its
or their behalf that would permit an offer of the Placing Shares or an
offering of the Convertible Bonds or possession or distribution of this
announcement or any other offering or publicity material relating to such
Placing Shares or to the Convertible Bonds in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by the Company and Stifel to inform themselves about, and
to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) 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; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company and Stifel an
Investor Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing
Shares or the Convertible Bonds will be made in the United States or
elsewhere.

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, 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.

No person shall, without the consent of the Jersey Financial Services
Commission, circulate in Jersey any offer for subscription, sale or exchange
of the Convertible Bonds.

This announcement has not been approved by the London Stock Exchange.

Members of the public are not eligible to take part in the Placing or the
Convertible Bond Offering.

This announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation and who are
also: (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.

The Convertible Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (8) of Article 2 of the UK Prospectus Regulation; or (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended ("FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Convertible Bonds or otherwise
making them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the Convertible Bonds or otherwise
making them available to any retail investor in the United Kingdom may be
unlawful under the UK PRIIPs Regulation.

The Convertible Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the
Council on markets in financial instruments, as amended ("MiFID II"); or (ii)
a customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for
offering or selling the Convertible Bonds or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or
selling the Convertible Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be unlawful.

Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(including after the Acquisition completes) (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this announcement.
The Company, its directors, Stifel, their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.

Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is
acting exclusively for the Company and the Issuer and no one else in
connection with the Placing and the Convertible Bond Offering, the contents of
this announcement or any other matters described in this announcement. Stifel
will not regard any other person as its client in relation to the Placing, the
Convertible Bond Offering, the content of this Announcement or any other
matters described in this announcement and will not be responsible to anyone
(including any Placees or bondholders) other than the Company and the Issuer
for providing the protections afforded to its clients or for providing advice
to any other person in relation to the Placing, the Convertible Bond Offering
the content of this announcement or any other matters referred to in this
announcement.

This announcement has been issued by and is the sole responsibility of the
Company. 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 Stifel or by any of its affiliates or any person acting on its or
their behalf 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.

This announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. 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. This announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares, the Management Subscription Shares, the Open Offer Shares or the
Convertible Bonds. The contents of this announcement are not to be construed
as legal, business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or 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 the FSMA does not apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

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.

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.

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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