REG - Biome Technologies - Retail offer to raise up to £80,000

Biome TechnologiesAnnouncement

16/08/2024 07:15

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RNS Number : 6750A  Biome Technologies PLC  16 August 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 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.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF BIOME
TECHNOLOGIES PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL 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 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").

 

 

16 August 2024

 

Biome technologies plc

("Biome" or the "Company")

 

Retail offer to raise up to £80,000

 

Biome Technologies plc is pleased to announce a retail offer to shareholders
in the Company only via REX (the "Retail Offer") of ordinary shares ("Ordinary
Shares") of 5 pence each in the capital of the Company (the "Retail Offer
Shares") at an issue price of 5 pence per new Ordinary Share (the "Issue
Price").

 

In addition to the Retail Offer, earlier today the Company announced, amongst
other things, a trading update, a subscription for new Ordinary Shares (the
"Subscription Shares") at the Issue Price to raise a total of approximately
£950,000 before expenses (the "Subscription") and the conversion of certain
of the existing convertible loan notes into 25,573,218 new Ordinary Shares at
a conversion price equal to the Issue Price (the "Conversion Shares") (the
"Conversion").

 

The Subscription will be undertaken in two tranches; (i) a firm subscription
of 200,000 Subscription Shares (the "First Subscription Shares") to be
undertaken alongside the conversion of certain of the Company's existing
convertible loan notes into the Conversion Shares, each to be issued and
allotted pursuant to the Company's existing authorities to issue and allot
equity securities on a non-pre-emptive basis; and (ii) a conditional
subscription for 18,800,000 Subscription Shares (the "Second Subscription
Shares") (the "Second Subscription"), conditional upon, amongst other things,
the passing of certain resolutions (the "Resolutions") at the general meeting
proposed to be held at 11.00 a.m. on 4 September2024 at the offices of Osborne
Clarke LLP at One London Wall, London EC2Y 5EB.

 

For the avoidance of doubt, the Retail Offer is not part of the Subscription.

 

The Retail Offer and the Second Subscription are conditional upon, inter alia,
the passing of the Resolutions, as well as admission of the Retail Offer
Shares and the Second Subscription Shares to trading on AIM ("Admission"). The
Company has received irrevocable undertakings too vote in favour of the
Resolutions from Shareholders representing approximately 93 per cent. of the
Ordinary Shares eligible to vote on those Resolutions. Admission of the Retail
Offer Shares is expected to take place at 8.00 a.m. on 5 September 2024.

 

Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the Retail Offer via participating financial
intermediaries.  Accordingly, the Company is making the Retail Offer open to
eligible investors in the United Kingdom following release of this
announcement through the REX platform.

 

The Retail Offer is expected to close at 12:00pm on 21 August 2024. Eligible
shareholders should note that financial intermediaries may have earlier
closing times.

 

At the time of this announcement the following intermediaries have confirmed
their participation in the Retail Offer:

 

·    AJ Bell

·    Hargreaves Lansdown

·    interactive investor

 

Other retail brokers or wealth managers wishing to participate in the Retail
Offer on behalf of existing retail shareholders, should contact
info@rexretail.com.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof, must be a
shareholder in the Company.

 

Eligible investors wishing to subscribe for Retail Offer Shares should contact
their broker or wealth manager who will confirm if they are participating in
the Retail Offer.

 

There is a minimum subscription of £50 per investor. 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 Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including 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 at the Issue Price does not exceed £80,000.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and MAR.

 

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 Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer 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 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 Subscription and Conversion.

 

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 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 (which includes
an existing member of the Company).

 

 

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