REG - Avacta Group PLC - Result of REX Retail Offer

AvactaAnnouncement

05/03/2024 07:00

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RNS Number : 5482F  Avacta Group PLC  05 March 2024

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY THE "UNITED
STATES"), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AVACTA GROUP PLC.

 

5 March 2024

 

Avacta Group plc

 

("Avacta" or the "Company")

 

Result of REX Retail Offer

 

Further to the announcement on 29 February 2024, in which the results of the
Firm Placing, Conditional Placing and the Direct Subscription were confirmed,
Avacta is pleased to announce that it will, subject to shareholder approval at
the General Meeting to be convened at 11.00 a.m. on 18 March 2024, issue
10,896,948 Ordinary Shares at a price of 50 pence per Ordinary Share in
connection with the REX Offer.

 

The REX Offer was limited to an aggregate value of £6.8 million and received
total applications in excess of this amount. Avacta has determined only to
allocate REX Offer Shares to existing Avacta retail shareholders and therefore
a total of approximately £5.4 million (equating to 10,896,948 REX Offer
Shares) is expected to be raised pursuant to the REX Retail Offer.

 

Consequently, 27,520,485 Ordinary Shares have been issued in connection with
the Firm Placing and Direct Subscription and, conditional on shareholder
approval at the General Meeting to be convened at 11.00 a.m. on 18 March 2024,
34,776,072 Ordinary Shares will be issued in connection with the REX Offer and
the Conditional Placing, resulting in a total of 62,296,557 new Ordinary
Shares being issued in the Firm Placing, Conditional Placing, Direct
Subscription and REX Offer, raising total gross proceeds of circa. £31.1
million. Application will be made for the REX Offer Shares to be admitted to
trading on AIM.

 

The Conditional Placing and the REX Offer are conditional on, amongst other
things, the passing of a resolution to grant the directors of the Company the
requisite authority and power to allot the Conditional Placing Shares and REX
Offer Shares by the requisite majority of shareholders at a general meeting of
the Company being convened on 18 March 2024 and Second Admission.
Admission of the Firm Placing Shares and the Direct Subscription
Shares, which raised a total of £13.8 Million, took place at 8.00 a.m.
on 4 March 2024. Admission of the REX Offer Shares and the Conditional
Placing Shares to raise a further £5.4 Million and £11.9 Million
respectively is expected to take place at 8.00 a.m.
on 19 March 2024, subject to the result of the general meeting.

 

Following Admission of the Firm Placing Shares, Direct Subscription Shares,
Conditional Placing Shares and REX Offer Shares, the number of Ordinary Shares
that the Company has in issue will be 350,512,279 (assuming no other Shares
are issued before Second Admission). The total number of voting rights of the
Company will be 350,512,279 and this figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company.

 

Capitalised terms used but not defined in this announcement have the same
meanings as set out in the placing announcement of the Company released at
4:41 p.m. on 28 February 2024.

 

Alastair Smith, Avacta Group plc Chief Executive, commented:

"As we set out in the RNS announcement on 29 February 2024, the recent placing
aimed to raise approximately £20 million to support the continued clinical
development of AVA6000, the first of Avacta's pre|CISION(TM) peptide drug
conjugates capable of targeting a chemotherapy to the tumor to spare healthy
tissue.

 

"Without additional funds in excess of £20m, the Company would not have been
able to progress any of its pre-clinical pipeline, which we believe will drive
significant future shareholder value well beyond AVA6000.

 

"Despite the difficult circumstances surrounding the placing we therefore
believe it is in the Company's and shareholders' best interests to raise
sufficient funds to both progress AVA6000 and the broader pipeline. However,
we have limited the allocation under this REX Retail offer to existing
shareholders only in order to minimise further dilution at this price.

 

"This financing has brought several new high-quality institutions onto the
share register including a large European healthcare specialist fund and,
subject to the outcome of the general meeting, it provides Avacta with funding
to both advance AVA6000 through the clinic as well as developing exciting
pre-clinical assets which we look forward to detailing later this year."

 

 

 

 Avacta Group plc                                      T: +44 (0) 1904 217070

 Alastair Smith, Chief Executive Officer

 Tony Gardiner, Chief Financial Officer                www.Avacta.com

 Michael Vinegrad, Group Communications Director

 ICR Consilium (Media and IR)                          avacta@consilium-comms.com

 Mary-Jane Elliott / Jessica Hodgson / Sukaina Virji

 REX Retail

 Info@rexretail.com

 

Further information on the Company can be found on its website at
www.avacta.com/investors

 

The Company's LEI is 2138009U3EG31OPMGH36

 

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

 

Important Notices

 

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

 

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, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN,
THE REPLUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

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

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  The REX 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, except pursuant to an applicable
exemption from registration. No public offering of the REX Offer Shares is
being made in the United States. The REX 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"). In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

 

The REX Offer has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any United States regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing, Direct
Subscription or REX Offer, or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the United States.

 

This announcement or any part of it does not constitute an offer to sell or
issue or a solicitation of an offer to buy or subscribe for REX Offer Shares
in the United States, Australia, Canada, 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 REX Offer Shares
referred to herein was made or is being made in any such jurisdiction.

 

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.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") 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 REX
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 REX 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 and currency 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 Peel Hunt 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. Neither Peel Hunt nor 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. Peel Hunt 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 REX Offer Shares to be issued or sold pursuant to the REX Offer will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

 

 

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