REG - Biome Technologies - Result of Retail Offer, Director dealing and TVR

Biome TechnologiesAnnouncement

22/08/2024 07:01

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RNS Number : 3272B  Biome Technologies PLC  22 August 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. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN BIOME TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF BIOME TECHNOLOGIES PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

22 August 2024

 

Biome technologies plc

("Biome" or the "Company")

 

Result of Retail Offer

 

Director dealing

 

and

 

Total Voting Rights

 

Biome Technologies plc is pleased to announce that the Retail Offer launched
on 16 August 2024 via REX has now closed.

 

The Company had intended to raise gross proceeds of £80,000 through the
Retail Offer.  However, there was significant Shareholder demand in the
Retail Offer and, as a result, the Company has increased the size of the
Retail Offer to £160,000 through the issue, subject to Shareholder approval
at the General Meeting, of 3,200,000 new Ordinary Shares (the "Retail Offer
Shares") at an issue price of 5 pence per new Ordinary Shares (the "Issue
Price"). Accordingly, the Company has conditionally raised total gross
proceeds of approximately £1,110,000 pursuant to the Subscription and the
Retail Offer (the "Fundraising").

 

As a result of the increase in the size of the Retail Offer, in addition to
the specific authorities sought by the Directors to allot up to 1,600,000 new
Ordinary Shares pursuant to the Retail Offer as contained in the Notice of
General Meeting, the Company intends to rely on a portion of the additional
authority sought at the General Meeting to allot shares for cash on a
non-pre-emptive basis in order to satisfy demand.

 

Despite this increase in the size of the Retail Offer, it has remained
necessary to scale back applications under the Retail Offer so as not to
exceed total proceeds of £160,000.

 

Director participation in the Retail Offer

 

John Standen, Non-Executive Chairman of Biome, and his spouse Mrs K M Standen,
participated in the Retail Offer and will each receive 60,000 Retail Offer
Shares at the Issue Price.  The FCA notifications, made in accordance with
the requirements of UK MAR, are appended below.

 

Admission and Total Voting Rights

 

Following Admission of the First Subscription Shares and the Conversion Shares
yesterday, the number of Ordinary Shares that the Company has in issue is
29,555,814. The Company does not hold any shares in treasury. Therefore, the
total number of Ordinary Shares and voting rights in the Company as at today's
date is 29,555,814. 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 share capital
of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Conditional on the passing of the Resolutions at the General Meeting,
admission of the 3,200,000 Retail Offer Shares and the 18,800,000 Second
Subscription Shares to trading on AIM ("Second Admission") is expected to take
place at 8.00 a.m. on 5 September 2024 (being in any event no later than 8.00
a.m. on 16 September 2024).

 

A separate announcement will be made following the General Meeting as to the
results of the General Meeting and the total voting rights in the Company
following Second Admission.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Paul Mines, Chief Executive Officer of the Company.

 

Unless otherwise defined, definitions contained in this announcement have the
same meaning as set out in the announcement made by the Company on 16 August
2024 regarding the Fundraise.

 

Enquiries:

 Biome Technologies plc                                                         Tel: +44 (0) 2380 867 100
 Paul Mines, Chief Executive Officer

 Donna Simpson-Strange, Company Secretary

 REX                                                                            Info@rexretail.com

 Allenby Capital                                                                Tel: +44 (0) 20 3328 5656
 David Hart/Alex Brearley/Lauren Wright (Nominated Adviser)
 Kelly Gardiner/Tony Quirke (Sales and Corporate Broking)

 

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 has been prepared by and is the sole
responsibility of the Company.

 

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. In
particular, 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 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. 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 Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa 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.

 

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 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 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. None of Peel Hunt 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. 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 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.

 

All references to time in this announcement are to London time, unless
otherwise stated.

 

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 (which includes
an existing member of the Company).

 

The FCA notification, made in accordance with the requirements of UK MAR, is
appended below.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         PDMR:

John Standen  Non-Executive Chairman
 2    Reason for the notification
 a)   Position/status                                              See 1a) above
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Biome Technologies plc
 b)   LEI                                                          213800B9QI14B12TAO51
 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 5p in Biome Technologies plc.

      Identification code                                          Identification code (ISIN) for Biome Technologies plc ordinary shares:
                                                                   GB00B9Z1M820

 b)   Nature of the transaction                                    Subscription for new Ordinary Shares via Retail Offer

 c)   Price(s) and volume(s)                                       Price: 5 pence

                                                                   Volume: 60,000
 d)   Aggregated information                                       As above

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      16 August 2024
 f)   Place of the transaction                                     Outside a trading venue

2

Reason for the notification

a)

Position/status

See 1a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Biome Technologies plc

b)

LEI

213800B9QI14B12TAO51

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

Identification code

Ordinary Shares of 5p in Biome Technologies plc.

Identification code (ISIN) for Biome Technologies plc ordinary shares:
GB00B9Z1M820

 

b)

Nature of the transaction

Subscription for new Ordinary Shares via Retail Offer

 

c)

Price(s) and volume(s)

Price: 5 pence

Volume: 60,000

d)

Aggregated information

- Aggregated volume

- Price

As above

 

e)

Date of the transaction

16 August 2024

f)

Place of the transaction

Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         PCA:

Mrs K M Standen
 2    Reason for the notification
 a)   Position/status                                              Mrs Standen is a person closely associated with Biome Technologies plc's
                                                                   Non-Executive Chairman, John Standen, who is a person discharging managerial
                                                                   responsibilities
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Biome Technologies plc
 b)   LEI                                                          213800B9QI14B12TAO51
 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 5p in Biome Technologies plc.

      Identification code                                          Identification code (ISIN) for Biome Technologies plc ordinary shares:
                                                                   GB00B9Z1M820

 b)   Nature of the transaction                                    Subscription for new Ordinary Shares via Retail Offer

 c)   Price(s) and volume(s)                                       Price: 5 pence

                                                                   Volume: 60,000
 d)   Aggregated information                                       As above

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      16 August 2024
 f)   Place of the transaction                                     Outside a trading venue

2

Reason for the notification

a)

Position/status

Mrs Standen is a person closely associated with Biome Technologies plc's
Non-Executive Chairman, John Standen, who is a person discharging managerial
responsibilities

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Biome Technologies plc

b)

LEI

213800B9QI14B12TAO51

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

Identification code

Ordinary Shares of 5p in Biome Technologies plc.

Identification code (ISIN) for Biome Technologies plc ordinary shares:
GB00B9Z1M820

 

b)

Nature of the transaction

Subscription for new Ordinary Shares via Retail Offer

 

c)

Price(s) and volume(s)

Price: 5 pence

Volume: 60,000

d)

Aggregated information

- Aggregated volume

- Price

As above

 

e)

Date of the transaction

16 August 2024

f)

Place of the transaction

Outside a trading venue

 

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