REG - BSF Enterprise PLC - Conditional Placing to raise £1.75 million
27/04/2022 12:15
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RNS Number : 5566J BSF Enterprise PLC 27 April 2022
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27 April 2022
BSF Enterprise plc
("BSF" or the "Company")
Conditional Placing to raise £1.75 million (before expenses)
Publication of Prospectus
Proposed Waiver of Rule 9 of the Takeover Code
Notice of General Meeting
BSF Enterprise plc (LSE: BSFA), the investment company established to acquire
businesses focused on early-stage opportunities in the biotechnology,
innovative marketing and e-commerce sectors, is pleased to announce that it
has conditionally raised £1.75 million (before expenses) (the "Placing") via
the proposed issue of 23,744,912 new Ordinary Shares (the "Placing
Shares") at a price of 7.37 pence per new Ordinary Share (the "Placing Price")
with Placing Warrants attached.
Under the Placing, each Placee will receive one Placing Warrant for every two
Placing Shares subscribed for in the Placing and with each Placing Warrant
entitling the holder to subscribe for one Ordinary Share at an exercise
price of 15p per share at any time up and until the third anniversary of
Admission. The Placing Warrants will be freely transferable. In addition,
the Company has agreed, conditionally on Admission, to issue the 447,761
Broker Warrants to Shard Capital, which are exercisable at an exercise
price of 15p per share at any time up and until the third anniversary of
Admission and are non-transferable.
The Placing Shares subscribed for in the Placing at the Placing Price will
represent approximately 27.68 per cent. of the Enlarged Share
Capital. The Placing is conditional, inter alia, on the Acquisition
Agreement becoming unconditional (save as to Admission) and the
Resolutions being passed at the General Meeting.
The net placing proceeds are expected to be £1,335,000 and will be used
for the following purposes:
· lab space and consumables (£77,500);
· employing additional time from 3DBT's existing professional and
technical people (£486,000);
· employing additional professional and technical people (£130,000);
· marketing and sales avenues for the serum free and cosmetics
(£50,000); and
· general corporate overheads (£871,500).
As announced on 24 December 2021, the Company has entered into a conditional
share sale and purchase agreement (the "Acquisition Agreement") to acquire the
entire issued share capital of 3D Bio-Tissues Limited ("3DBT") in
consideration for the allotment and issue to the Sellers of an aggregate of
33,900,004 Consideration Shares (the "Acquisition"). The Acquisition is
conditional, inter alia, on a successful Placing and the passing of the
Resolutions at the General Meeting (including the Rule 9 Waiver).
The Company is also proposing to adopt two equity incentive plans:
- Restricted Share Plan. Subject to the passing of Resolution 4 at
the General Meeting, the Company will adopt the Restricted Share Plan,
which will allow for the grant of shares to selected employees subject to
restrictions and forfeiture risks which will be lifted after a certain
period. It is intended that participants will be executive directors and
senior employees of the Company. No more than 15 per cent. of the issued share
capital of the Company from time to time can be issued or issuable under
the plan and other grant of shares by the Company which are subject to
restrictions and forfeiture risks.
- Employee Share Option Plan ("ESOP"). Subject to the passing
of Resolution 5 at the General Meeting the Company proposes to adopt the ESOP,
which will allow for the grant of EMI options and non-approved share options.
At present, no options to subscribe for Ordinary Shares have been granted
under the ESOP. No more than 5 per cent. of the issued share capital of the
Company from time to time shall be issued or issuable under the ESOP and
other share option arrangements of the Company. At any time, the total market
value (at the relevant dates of grant) of the shares that can be
acquired on the exercise of all EMI options over the shares will not exceed
£3 million (or any other amount as may be specified by the legislation
governing EMI options at the relevant time).
On Completion, the Company proposes to issue a total of 7,798,491 new Ordinary
Shares as Restricted Shares to certain of its directors and certain 3DBT staff
as follows:
Name No. of Restricted Shares
Professor Che Connon 3,899,246
Dr Ricardo Gouveia 779,849
Professor Yu Xiong 779,849
Min Yang 779,849
Geoff Baker 1,559,698
Total 7,798,491
The Restricted Shares to be issued to Professor Che Connon and Dr Ricardo
Gouveia will be subject to the rules of the Restricted Share Plan.
The Restricted Shares to be issued to Min Yang, Geoff Baker and Professor Yu
Xiong will be subject to the terms and conditions of the Restricted Share
Agreements, which are substantially the same as the terms and conditions
contained in the rules of the Restricted Share Plan.
None of the Restricted Shares to be issued will be subject to any performance
conditions.
The recipients of the Restricted Shares are all members of the Concert Party.
Publication of Prospectus
In connection with the Placing, the Acquisition and Admission, the Company has
today received approval from the FCA of its Prospectus relating to the
Enlarged Group and has published its Prospectus.
The Prospectus and an electronic copy of the Prospectus has been made
available on the Company's website (www.bsfenterprise.com). The Prospectus
will also be available for inspection at the National Storage Mechanism
website: (https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
Notice of General Meeting
In addition, a circular is being posted today to Shareholders (the "Circular")
which sets out in more detail the background and reasons for the Acquisition,
the Placing and details of the proposed issue of Restricted Shares, and
certain other proposals and also includes a notice of General Meeting.
A General Meeting of the Company is being convened for 10:00 a.m. on 16 May
2022 at the offices of Ince Gordon Dadds LLP, Aldgate Tower, 2 Leman Street,
London E1 8QN.
Proposed Waiver of Rule 9 of the Takeover Code
Immediately, upon Admission pursuant to the terms of the Acquisition
Agreement and the issue of the Restricted Shares, the Concert Party will
hold 56,778,497 Ordinary Shares, representing approximately 66.19 per cent. of
the Enlarged Share Capital. Accordingly, the Concert Party would
normally be required under Rule 9 of the Code to make a mandatory offer for
the remainder of the share capital of the Company. However, the Panel has
agreed, subject to the Rule 9 Waiver being approved by Independent
Shareholders at the General Meeting, to waive the obligation on the Concert
Party, under Rule 9 of the Code, to make an offer for the entire issued
share capital of the Company that will arise as a result of issue to the
Concert Party of the Consideration Shares and the Restricted Shares.
The Rule 9 Waiver is subject to Independent Shareholder approval at the
General Meeting. In order to comply with the Code, the Rule 9 Waiver will
be taken on a poll, and require the approval of more than 50 per cent. of
votes cast by Independent Shareholders at the General Meeting present in
person or by proxy and voting at the General Meeting. The members of the
Concert Party will not vote on the Rule 9 Waiver.
As, immediately following Admission, the Concert Party will hold, in
aggregate, more than 50 per cent. of the voting rights in in the Company,
members of the Concert Party may acquire further interests in the Ordinary
Shares of the Company without incurring any obligation under Rule 9 to make a
general offer. However, individual members of the Concert Party will not be
able to increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.
Other Resolutions proposed at the General Meeting
In addition to the Rule 9 Waiver, the Company is also proposing resolutions at
the General Meeting as follows:
- Resolution 2 (ordinary resolution) to grant the directors general
authority to allot shares or grant rights to subscribe for, or convert any
security into shares, including in respect of the New Ordinary Shares, the
Placing Warrants and the Broker Warrants.
- Resolution 3 (special resolution) to disapply statutory
pre-emption rights that would otherwise apply to allotments of shares for
cash, including in respect of the New Ordinary Shares, the Placing Warrants
and the Broker Warrants.
- Resolution 4 (ordinary resolution) to approve the Restricted Share
Plan and its implementation.
- Resolution 5 (ordinary resolution) to approve the ESOP and its
implementation.
- Resolution 6 (ordinary resolution) to approve the issue of
Restricted Shares to Min Yang and Geoff Baker who are existing directors of
the Company.
The full text of the resolutions is set out in the Circular, which will be
made available on the Company's website (www.bsfenterprise.com).
Expected Timetable of principle events
Publication of Prospectus 27 April 2022
Publication and despatch of Circular 27 April 2022
Latest time and date for receipt of Forms of Proxy and CREST Proxy 10.00 a.m. on 12 May 2022
Instructions for the General Meeting
Record time for those Shareholders on the Register of 10.00 a.m. on 12 May 2022
Members entitled to attend or vote at the General Meeting
General Meeting 10.00 a.m. on 16 May 2022
Announcement of the result of the General Meeting 16 May 2022
Completion of the Acquisition 17 May 2022
Admission effective and dealing in the New Ordinary Shares expected to 8.00 a.m. on 17 May 2022
commence
Placing Shares and Consideration Shares expected to be credited to CREST 17 May 2022
members' accounts (where applicable)
Note: All references in this announcement are to London times unless
otherwise stated. The dates and times given are indicative only and are based
on the Company's current expectations and may be subject to change. If any of
the times and/or dates above change, the revised times and/or dates will be
notified to Shareholders by announcement through a regulatory information
service.
Key Statistics
Number of Existing Ordinary Shares 20,340,002
Number of Consideration Shares to be issued upon Completion 33,900,004
Issue Price of the Consideration Shares 7.37 pence
Number of Placing Shares 23,744,912
Placing Price of the Placing Shares 7.37 pence
Number of Placing Warrants to be issued pursuant to the Placing 11,872,456
Number of Broker Warrants to be issued pursuant to the Placing 447,761
Number of Restricted Shares 7,798,491
Enlarged Share Capital immediately on Admission 85,783,409
Consideration Shares as a percentage of the Enlarged Share Capital immediately 39.52%
on Admission
Placing Shares as a percentage of the Enlarged Share Capital immediately on 27.68%
Admission
Gross Proceeds of the Placing £1,750,000
Net Proceeds of the Placing £1,335,000
New Ordinary Share as a percentage of the Enlarged Share Capital immediately 76.29%
on Admission
Market Capitalisation of the Company at the Issue Price on Admission c. £6.32 million
Further announcements will be made in due course, as appropriate.
Enquiries:
BSF Enterprise plc
Geoff Baker Tel: +44 (0) 208 194 9201
Shard Capital Partners LLP
Damon Heath Tel: +44 207 186 9952
For further information, please visit www.bsfenterprise.com.
LEI: 2138007PJT69H8FYLC06
This announcement contains inside information for the purposes of Article 7 of
the UK version of Market Regulation (EU) No 596/2014 on Market Abuse as it
forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the
publication of this announcement via Regulatory Information Service, this
inside information is now considered to be in the public domain.
DISCLAIMER
Shard Capital Partners LLP ("Shard Capital"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (FRN:
538762), is acting as broker to the Company in relation to the Placing.
Persons receiving this announcement should note that Shard Capital will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for advising any other person on the
arrangements described in this announcement. Shard Capital has not
authorised the contents of, or any part of, this announcement and no
liability whatsoever is accepted by it for the accuracy of any information
or opinion contained in this announcement or for the omission of any
information.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations
concerning, amongst other things, the amount of capital which will be returned
by the Company and the taxation of such amounts in the hands of Shareholders.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.
The information given in this announcement and the forward-looking statements
speak only as at the date of this announcement. The Company, Shard Capital
and their respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking statement
contained in this announcement 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 Services and Markets Act
2000, the Listing Rules, the Prospectus Regulation Rules or other
applicable laws, regulations or rules.
The Existing Ordinary Shares and the New Ordinary Shares have not, nor will
they be, registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States or under the applicable securities
laws of Australia, Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the Company may
not be offered or sold directly or indirectly in or into the United States
unless registered under the US Securities Act or offered in a transaction
exempt from or not subject to the registration requirements of the US
Securities Act or subject to certain exceptions, into Australia, Canada, Japan
or the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the Republic of
South Africa. The Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.
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.
The value of 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. All of the
value of an investor's investment in the Company will be at risk. Past
performance is not a guide to future performance and the information in this
circular or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing advice should
contact a professional adviser.
DEFINITIONS
Acquisition the proposed acquisition by the Company of the entire issued share
capital of 3DBT pursuant to the terms of the Acquisition Agreement;
Acquisition Agreement means the conditional agreement dated 23 December 2021 made between the
Company and the Sellers relating to the Acquisition;
Admission means the re-admission of the Existing Ordinary Shares and the admission of
the New Ordinary Shares to the Official List by way of a Standard Listing and
to trading on the London Stock Exchange's Main Market for listed securities;
Broker Warrants the 447,761 warrants to subscribe Ordinary Shares at the price of 15p per
share being granted by the Company to Shard Capital conditionally on Admission
in connection with the Placing;
City Code the City Code on Takeovers and Mergers;
Company means BSF Enterprise plc, a company incorporated in England & Wales whose
registered office address is at C/o Locke Lord (UK) LLP, 201 Bishopsgate,
London EC2M 3AB with company number 11554014;
Completion means completion of the Acquisition;
Concert Party the concert party for the purposes of the City Code, comprising the Sellers
and certain existing Shareholders, as more particularly described in the
Circular;
Consideration Shares means the 33,900,004 new Ordinary Shares to be issued and allotted to the
Sellers at the Placing Price pursuant to the terms of the Acquisition
Agreement;
Directors, Board or Board of Directors means the current directors of the Company or the board of directors from time
to time of the Company, as the context requires, and "Director" is to be
construed accordingly;
Enlarged Group means, with effect from Completion, the Company and 3DBT;
Enlarged Share Capital the share capital of the Company after Admission, comprising the Existing
Ordinary Shares and the New Ordinary Shares;
ESOP means the employee share option plan proposed to be adopted by the
Company;
Existing Directors means Min Yang, Geoffrey Robert Baker and Dennis Ow;
Existing Ordinary Shares means the 36,900,000 Ordinary Shares of £0.01 each in issue as at the date
of this announcement;
FCA means the UK Financial Conduct Authority;
FSMA means the UK Financial Services and Markets Act 2000, as amended;
£, pounds sterling or GBP means British pounds sterling;
General Meeting the general meeting of the Company, to be held at the offices of Ince
Gordon Dadds LLP, Aldgate Tower, 2 Leman Street, London E1 8QN at 10.00
a.m. on 16 May 2022, or any adjournment thereof;
Independent Director Dennis Ow;
Independent Shareholders all Shareholders with the exception of the members of the Concert Party;
Listing Rules means the listing rules made by the FCA under section 73A of FSMA as amended
from time to time;
London Stock Exchange means London Stock Exchange plc;
Main Market means the main market for listed securities of the London Stock Exchange;
Market Abuse Regulation or MAR the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
into UK law by virtue of the EUWA) and the relevant provisions of the EU
Market Abuse Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares, the Consideration Shares and the Restricted Shares;
Official List means the official list maintained by the FCA;
Ordinary Shares means the ordinary shares of £0.01 each in the capital of the Company
including, if the context requires, the New Ordinary Shares;
Panel the Panel on Takeovers and Mergers;
Placing means the proposed placing of the New Ordinary Shares by the Company at the
Placing Price, conditional inter alia on Admission;
Placing Price means 7.37 pence per New Ordinary Share;
Placing Shares means the 23,744,912 new Ordinary Shares proposed to be issued and
allotted pursuant to the Placing;
Placing Warrants means the 11,872,456 warrants to subscribe new Ordinary Shares at 15p
per share being granted by the Company to Placees conditionally on Admission;
Proposed Director means Professor Che John Connon;
Prospectus means the prospectus relating to the Acquisition, the Placing, Admission and
the Enlarged Group;
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of the FSMA;
Resolutions means the resolutions to be put to the Shareholders at the General Meeting
as set out in the Notice of General Meeting;
Restricted Share Agreements the agreements between the Company and each of Min Yang, Geoff Baker and
Professor Yu Xiong dated 26 April 2022 pursuant to which the Company has
conditionally agreed to award Restricted Shares to each of Min Yang, Geoff
Baker and Professor Yu Xiong;
Restricted Share Award Agreement the agreements dated 26 April 2022 between the Company and Professor Che
Connon and Dr Ricardo Gouveia pursuant to which the Company has conditionally
agreed to award Restricted Shares to such persons under the Restricted Share
Plan;
Restricted Shares the new Ordinary Shares to be issued on Admission under the Restricted
Share Plan and pursuant to the Restricted Share Agreements;
Restricted Share Plan means the restricted share plan proposed to be adopted by the Company;
Reverse Takeover means a reverse takeover as defined in the Listing Rules;
Rule 9 Waiver means the resolution numbered set out in the Notice of General Meeting, for
the Independent Shareholders to approve, on a poll, the Panel's agreement
to waive any obligation on any member of the Concert Party to make a
general offer to Shareholders pursuant to Rule 9 that would otherwise
arise as a result of the issue of the Consideration Shares and the
Restricted Shares;
Securities Act means the U.S. Securities Act of 1933, as amended;
Sellers means Professor Che Connon, Dr Ricardo Gouveia, Newcastle University Holdings
Limited and BSF Angel Funding Limited, being together all of the
Sellers of the entire issued share capital of 3DBT pursuant to the
Acquisition Agreement;
Shard Capital Shard Capital Partners LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN: 538762);
Shareholders means the holders of Ordinary Shares;
Standard Listing means a standard listing under Chapter 14 of the Listing Rules;
United Kingdom or U.K. means the United Kingdom of Great Britain and Northern Ireland;
United States or U.S. means the United States of America;
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