REG - Cellbxhealth PLC - Proposed Placing and Subscription
24/11/2025 18:45
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RNS Number : 8090I Cellbxhealth PLC 24 November 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR
INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF CELLBXHEALTH PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE
MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX I.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 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, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
CELLBXHEALTH plc
("CELLBXHEALTH", the "Company" or the "Group")
Proposed Placing and Subscription to raise £6.8 million at a price of 1.0
pence per share
Proposed Share Capital Reorganisation
CELLBXHEALTH plc (AIM: CLBX), a global leader in circulating tumour cell (CTC)
intelligence, is pleased to announce that it proposes to raise £6.8 million
via a Placing of up to 493 million Placing Shares, a Subscription for
approximately 187 million Subscription Shares and a Retail Offer.
It is anticipated the Fundraising Shares will represent approximately 68 per
cent. of the Enlarged Share Capital. The Issue Price of 1.0 pence per
Fundraising Share represents a discount of approximately 38 per cent. to the
closing mid-market price of 1.6 pence per Ordinary Share on 24 November 2025,
being the last trading day immediately preceding the date of this
Announcement.
In addition to the Placing and Subscription, the Company will launch a Retail
Offer to raise gross proceeds of up to £1.0m. The Company intends to offer
existing retail investors the opportunity to subscribe for Retail Offer
Shares at the Issue Price via the Bookbuild Platform. A separate announcement
will be made in due course regarding the Retail Offer and its terms. The
Placing is not conditional upon the Retail Offer, and, for the avoidance of
doubt, the Retail Offer is not part of the Placing.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of the broker, Cavendish, and the
Company. It is currently envisaged that the result of the Bookbuild will be
announced via RNS tomorrow, 25 November 2025.
In addition to the Fundraising, the Company is proposing to undertake the
Share Capital Reorganisation pursuant to which each of the Existing Ordinary
Shares of £0.10 (10 pence) nominal value will be sub-divided into one New
Ordinary Share of 0.05 pence nominal value and one Deferred Share of 9.95
pence nominal value. Following the Sub-division, the New Ordinary Shares will
have the same rights (save as to nominal value) as the Existing Ordinary
Shares, including voting, dividend and other rights. Further details of the
Share Capital Reorganisation are set out below.
The Fundraising is conditional upon, amongst other things, the approval by the
Shareholders of the Resolutions to be proposed at the General Meeting. The
Fundraising has not been underwritten. The Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to proceed.
If the conditions relating to the issue of the Fundraising Shares are not
satisfied or the Placing Agreement is terminated in accordance with its terms,
the Fundraising Shares will not be issued and the Company will not receive the
associated placing monies. In this scenario, the Subscriptions and the Retail
Offer would similarly not proceed.
A General Meeting of the Company's Shareholders will take place at 2.00 p.m.
on 15 December 2025. A copy of the Circular will shortly be available on the
Company's website and is expected to be posted to Shareholders tomorrow, 25
November 2025.
Use of proceeds from the Fundraising
The Company intends to use the net proceeds of the Fundraising as follows:
· £1.9 million for research and development;
· £1.0 million for sales and marketing;
· £1.1 million for restructuring and cost optimisation;
· £0.2 million for IT systems; and
· £1.8 million for operating costs, including costs of the
Fundraising.
Background to and reasons for the Fundraising
CelLBxHealth plc is a biotechnology company advancing precision medicine
through the development and commercialisation of a circulating tumour cell
(CTC) platform and tests for cancer. The Company, formerly known as ANGLE plc
until a name change on 8 October 2025, has been strategically focused on
providing CTC tests as a service to biopharma and pharma companies for use in
their oncology clinical trials. Despite promising commercial traction in 2023,
the quantum and frequency of contracts have not built sufficiently and by June
2025 it became clear that the business strategy being pursued was not
delivering sustainable revenue growth. Poor commercial traction was further
compounded by a significant cost base and a financial runway ending in quarter
one of 2026.
In September 2025, Chief Executive Officer (CEO), Andrew Newland and Finance
Director, Ian Griffiths resigned from the Board and subsequently left the
Company. Existing Chairman, Dr Jan Groen, took over leadership of the business
as Executive Chairman, appointing Peter Collins in October 2025, as Interim
CEO. With collective commercialisation expertise of over 60 years in the drug
development, medical device and diagnostic industries, their skillset is
complemented by new Senior Advisors to the Board, Klaas De Boer and Kim
Oreskovic who bring capital markets expertise.
Under the new leadership framework, the Company rebranded to CelLBxHealth in
October 2025 and is now pursuing a revised business strategy to transition the
business from a research-focused organisation to a commercially-driven, lean,
and scalable business model centred on three synergistic revenue streams:
1. Product Sales - expanding adoption of the Parsortix® platform and
consumables through partnerships with clinical laboratories and CROs.
2. Laboratory Services - delivering CTC-based assay development and
clinical trial support for pharmaceutical and diagnostic partners.
3. Laboratory Developed Tests (LDTs) - co-developing new CTC-based
clinical assays in collaboration with global diagnostic and pharma partners.
A key aspect of the new business strategy is the pursuit of strategic
partnerships with multinational diagnostic companies.
Good progress has already been achieved with collaborations underway with
QIAGEN, Roche Diagnostics, Myriad Genetics and Illumina to validate CTC-based
workflows which leverage existing tissue/circulating tumour DNA-based tests on
platforms with a significant installed base. This is expected to accelerate
the commercial adoption of the Parsortix® platform and is starting to open
revenue streams with a wider customer base including Contract Research
Organisations (CROs) and clinical laboratories.
The Fundraising will enable the Company to pursue its revised business
strategy, focused on the delivery of commercial milestones from its qualified
2026/27 sales pipeline of approximately £12.6 million (risk weighted pipeline
of £4.5 million), which underpins its revenue growth targets. This includes:
· Progressing existing and new partnerships with global diagnostics
and life sciences organisations to develop CTC-based workflows which leverage
existing and well validated tissue-based tests on platforms with a significant
installed base;
· Securing contracts with a broader customer base including
clinical laboratories (CLIA-accredited in the United States for processing
human samples) and CROs, which is expected to drive strong growth in both
instrument and consumable sales;
· Completing a significant restructure and right-sizing of the
organisation by 2025 year-end, reducing annual operating costs by over £5.9
million and reducing operating expenses by more than 50%, whilst maintaining
the Company's ability to deliver commercial projects and scale the business;
and
· Further development and validation of new CTC-based assays,
targeting brain (glioblastoma), breast and lung cancer, where there is a
significant unmet need which cannot be met by tissue or circulating tumour DNA
(ctDNA) alone.
The Board believes the Fundraising will enable CelLBxHealth to execute its
roadmap toward profitability and will enable the Company to capitalise on the
anticipated integration of CTCs into routine clinical practice.
Current Trading and Prospects
Following the strategy update of 8 October 2025, the new management team has
identified additional sources of future revenues with an immediate focus on
CROs and clinical labs. Through collaborations and strategic partnerships, the
Company will leverage existing tissue/ctDNA based tests on platforms with a
significant installed base and will seek to grow sales of the Parsortix®
platform and consumables through a broadened customer base. The Company will
continue to provide laboratory services and will also pursue limited and
targeted development of laboratory developed tests which address key areas of
unmet need in high value markets.
Further to the interim results of 9 October 2025, the Company now expects
revenues for the year ending 31 December 2025 to be approximately £1.6
million (2024: £2.9 million) and has a qualified pipeline of £12.6 million
(risk weighted pipeline of £4.5 million) covering 2026 and 2027. Supported by
a growing network of commercial and strategic partnerships, near-term
objectives include completion of proof-of-concept and validation studies with
Roche and Myriad, expansion of US and European CRO relationships, and the
development of new laboratory-developed tests in collaboration with clinical
laboratories.
The Company will undertake a significant restructure and right-sizing of the
organisation, which is expected to be substantially complete by year-end 2025.
This will significantly reduce the cost base whilst preserving the integrity
of its clinical and research and development operations and without unduly
affecting its ability to serve its pharma or biotech customers. The
restructure, which involves a c.60% reduction in headcount, will reflect the
transition away from the development and manufacturing of in-house laboratory
developed tests to partnering with CRO who will take this development forward,
and focusing on the validation of existing tissue based tests with CTCs, thus
increasing the content available to our target customers (clinical
laboratories and CRO's). Headcount reductions and other cost savings during
2026 are anticipated to extend the cash runway of the business to Q3 2027 on
the basis of current revenue expectations. The Company expects to be EBITA
positive on a monthly basis by the end of 2028.
With the proceeds of the Fundraising, the Company is well capitalised to drive
commercial revenues. Its commercial roadmap is supported by a leaner operating
model, strong cost discipline, and targeted investment in research and
development for high-value cancer indications.
Details of the Placing
The Company has today entered into the Placing Agreement, pursuant to which,
each of the Joint Bookrunners has conditionally agreed to use its reasonable
endeavours, as agent for the Company, to procure subscribers for the Placing
Shares at the Issue Price.
The Company intends to place with institutional and other investors 493
million Placing Shares in aggregate at the Issue Price of 1.0 pence per
Placing Share to raise gross proceeds of £4.93 million (before commissions
and expenses). The Placing Shares, when issued, will represent approximately
49% of the Enlarged Share Capital immediately following Second Admission
(assuming full take up of the Retail Offer).
The Board believes that raising equity finance using the flexibility provided
by a non-pre-emptive placing is the most appropriate and optimal structure for
the Company at this time. This allows certain existing institutional holders
and new institutional and other investors the opportunity to participate in
the Placing.
The Placing is being undertaken in two tranches.
The Placing of the Tranche 1 Placing Shares is conditional, amongst other
things, upon: (a) the Resolutions set out in the Notice of General Meeting
being approved by Shareholders; (b) the Company having complied with its
obligations under the Placing Agreement to the extent the same fall to be
performed prior to First Admission; and (c) First Admission in respect of the
Tranche 1 Placing Shares becoming effective on or before 8.00 a.m. on 16
December 2025 (or such later date as the Company and Cavendish may agree
(being no later than 8.00 a.m. on 16 January 2026)).
The Placing of the Tranche 2 Placing Shares is conditional, amongst other
things, upon: (a) First Admission having occurred; (b) the Resolutions set out
in the Notice of General Meeting being approved by Shareholders; (c) the
Company having complied with its obligations under the Placing Agreement to
the extent the same fall to be performed prior to Second Admission; and (d)
Second Admission in respect of the Tranche 2 Placing Shares becoming effective
on or before 8.00 a.m. on 18 December 2025 (or such later date as the Company
and Cavendish may agree (being no later than 8.00 a.m. on 16 January 2026)).
The Company anticipates that the Tranche 1 Placing Shares will rank as a
qualifying holding for the purposes of investment by VCTs. However, no
assurance has been obtained from HMRC or any other person that a subscription
for Tranche 1 Placing Shares is a 'qualifying holding' for the purpose of
investment by VCTs. Accordingly, the Directors give no representations or
warranties as to whether the Tranche 1 Placing Shares will be a "qualifying
holding" for the purpose of investment by VCTs, which is solely a matter for
HMRC.
The Company anticipates that the Tranche 1 Placing Shares will constitute
'eligible shares' and that the Company will be regarded as a 'qualifying
company' for the purposes of the EIS rules. However, no assurance has been
obtained from HMRC or any other person that a subscription for Tranche 1
Placing Shares will meet the requirements for EIS Relief. Accordingly, the
Directors give no representations or warranties as to whether the shares will
qualify for EIS Relief, which is solely a matter for HMRC.
None of the Directors nor the Company give any representation, warranty or
undertaking that any VCT investment in the Company is a qualifying holding, or
that a subscription for Tranche 1 Placing Shares will meet the requirements
for EIS Relief, or that VCT or EIS qualifying status or eligibility will not
be withdrawn, nor do they warrant or undertake that the Company will conduct
its activities in a way that qualifies for or preserves its status or the
status of any investment in Ordinary Shares. Investors considering taking
advantage of any of the reliefs available to VCTs or EIS Relief should seek
their own professional advice in order that they may fully understand how the
rules apply in their individual circumstances and what they are required to do
in order to claim any reliefs (if available). The rules governing VCT and EIS
reliefs are complex. Any prospective investors who are considering investing
in Tranche 1 Placing Shares in order to obtain VCT or EIS reliefs are
recommended to take independent tax advice from a professional tax adviser.
No element of the Placing is being underwritten. The Placing Shares are not
subject to clawback.
The Banks have the right to terminate the Placing Agreement in certain
circumstances prior to First Admission or Second Admission, in particular, in
the event of a material breach of the warranties given in the Placing
Agreement, breach by the Company of any of its material obligations under the
Placing Agreement, the occurrence of a force majeure event or a material
adverse change affecting, amongst other things, the Placing or dealings in the
New Ordinary Shares in the secondary market.
Under the terms of the Placing Agreement the Company shall, in connection with
the Fundraising and subject to the passing of the Resolutions, issue the
Broker Warrants to Cavendish to subscribe for Ordinary Shares at the Issue
Price, which are exercisable for a period of three years, in accordance with
the terms of the Warrant Instrument. The Broker Warrants are freely
transferable with the prior consent of the Company. The Warrants have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "Securities Act").
Subject to, inter alia, the passing of the Resolutions, application will be
made for the Placing Shares, the Subscription Shares and the Retail Offer
Shares to be admitted to trading on AIM. Admission is expected to occur and
dealings are expected to commence in the Tranche 1 Placing Shares on AIM at
8.00 a.m. on 16 December 2025 and in the Tranche 2 Placing Shares, the
Subscription Shares and the Retail Offer Shares on AIM at 8.00 a.m. on 18
December 2025 (or, in each case, such later date as the Company and Cavendish
may agree (being no later than 8.00 a.m. on 16 January 2026)).
Details of the Subscription
The Subscription Shares are being subscribed for directly by the Subscribers
at the Issue Price. The Subscriptions remain conditional, among other things,
upon (a) the Resolutions as set out in the Notice of General Meeting being
approved by Shareholders and (b) Second Admission becoming effective by no
later than 8.00 a.m. on 18 December 2025 (or such later date as the
Subscribers and the Company may agree, not being later than 16 January 2026).
The Subscriptions are not being underwritten, and the Subscription Shares are
not subject to clawback.
Applications will be made for the Subscription Shares to be admitted to
trading on AIM. It is expected that the Subscription Shares will be admitted
to trading on AIM and that dealings will commence in the Subscription Shares
on AIM at 8.00 a.m. on 18 December 2025.
Retail Offer
The Retail Offer is open to eligible existing retail shareholders in the
United Kingdom and is accessible via the Bookbuild Platform. Such eligible
existing retail shareholders may participate in the Retail Offer through their
broker or wealth manager ("Intermediary").
The Retail Offer is conditional on (a) the Resolutions set out in the Notice
of General Meeting being approved by Shareholders and (b) Second Admission
becoming effective by no later than 8.00 a.m. on 18 December 2025 (or such
later date as the Company may announce, not being later than 16 January 2026).
The Retail Offer is not underwritten. The Retail Offer of up to 100,000,000
New Ordinary Shares is expected to close on 1 December 2025.
The Company is relying on an available exemption from the need to publish a
prospectus approved by the FCA (acting in its capacity as the UK Listing
Authority) in respect of the Retail Offer.
Application will be made for the Retail Offer Shares to be admitted to trading
on AIM. It is expected that the Retail Offer Shares will be admitted to
trading on AIM and that dealings in the Retail Offer Shares will commence on
AIM at 8.00 a.m. on 18 December 2025.
Participation by Directors
Dr Jan Groen, the Executive Chairman, who does not hold any Existing Ordinary
Shares, has agreed to subscribe for 5,000,000 New Ordinary Shares at the Issue
Price as part of the Subscription. Following Admission, Dr Jan Groen will hold
5,000,000 New Ordinary Shares, representing 0.50% of the Enlarged Share
Capital.
Peter Collins, the interim CEO, who does not hold any Existing Ordinary
Shares, has agreed to subscribe for 5,000,000 New Ordinary Shares at the Issue
Price as part of the Subscription. Following Admission, Peter Collins will
hold 5,000,000 New Ordinary Shares, representing 0.50% of the Enlarged Share
Capital.
The entry into their respective Subscription Letter and the participation in
the Fundraising by Dr Jan Groen and Peter Collins constitute related party
transactions under the AIM Rules by virtue of them being a Director (in the
case of Dr Jan Groen) or a PDMR (in the case of Peter Collins).
RPT
Dr Joe Eid, being the independent director of the Company, having consulted
with the Company's nominated adviser, Cavendish, considers the terms of the
participation by Dr Jan Groen and Peter Collins in the Fundraising to be fair
and reasonable insofar as the Company's Shareholders are concerned.
Share Capital Reorganisation
As the Company is not permitted by law to issue shares at an issue price which
is below their nominal value, the Company's ability to raise funds from
investors has been limited due to the market price of the shares being lower
than their nominal value. While the Board's objective has been to achieve the
highest possible issue price for the Company when issuing shares, in order to
enable the Company to issue shares at an issue price which exceeds their
nominal value but provides a sufficient discount to their market price,
Shareholder approval is being sought to complete a share capital
reorganisation, comprising a sub-division of the ordinary share capital of the
Company.
Under the proposed Share Capital Reorganisation each of the Existing Ordinary
Shares of £0.10 (10 pence) nominal value will be sub-divided into one New
Ordinary Share of 0.05 pence nominal value and one Deferred Share of 9.95
pence nominal value. Following the Sub-division, the New Ordinary Shares will
have the same rights (save as to nominal value) as the Existing Ordinary
Shares, including voting, dividend and other rights.
The purpose of the Deferred Shares is solely to facilitate the reduction in
the nominal value of the Existing Ordinary Shares to 0.05 pence each. The
Deferred Shares created will be effectively valueless as they will not carry
any rights to vote or dividend rights. In addition, holders of Deferred Shares
will only be entitled to a payment on a return of capital or on a winding up
of the Company after each of the holders of Ordinary Shares have received a
payment of £1,000,000 on each such share. The Deferred Shares will not be
admitted to trading on AIM and will not be transferable without the prior
written consent of the Directors. No share certificates will be issued in
respect of the Deferred Shares, nor will CREST accounts of Shareholders be
credited in respect of any entitlement to Deferred Shares. The Company has the
right to acquire and then cancel the Deferred Shares for an aggregate price of
£0.01.
The Share Capital Reorganisation, if approved by Shareholders, will be made by
reference to holdings of Existing Ordinary Shares on the Company's register of
members as at 6.00 p.m. on 15 December 2025 (or such other time or date as the
Directors may determine).
A request will be made to AIM to reflect the sub-division of the Existing
Ordinary Shares ("Reorganisation Admission"). It is expected that dealings in
the Existing Ordinary Shares will continue until close of business on 15
December 2025 and Reorganisation Admission is expected to occur at 8.00 a.m.
on 16 December 2025.
Based on current UK tax legislation, the Share Capital Reorganisation should
not be treated as a disposal for the purposes of UK capital gains tax. If you
are in any doubt as to your personal tax status, you should consult your own
professional adviser.
No new share certificates representing the Ordinary Shares will be sent to
Shareholders who hold Existing Ordinary Shares in certificated form following
the Share Capital Reorganisation. Accordingly, share certificates for the
Existing Ordinary Shares will remain valid, and will only be replaced when the
old share certificates are surrendered for cancellation following the
transfer, transmission or other disposal of Ordinary Shares.
To give effect to the Share Capital Reorganisation, the Articles will need to
be amended to set out the rights and restrictions attaching to the Deferred
Shares (as set out above).
In addition, the Company is taking the opportunity to make the following
proposed changes to the Articles:
· changing the Company's name in the places that it appears from
ANGLE PLC to CelLBxHealth PLC in order to reflect the change of name of the
Company which was announced on 29 October 2025; and
· amending Article 98.7 to allow for the removal of a Director from
office by notice in writing signed by a majority of the other Directors. The
Articles require that all of the other Directors sign such notice in writing.
These amendments to be made to the Articles will require Shareholders'
approval at the General Meeting. Copies of the Articles and the proposed
amendments thereto are on the Company's website (www.cellbxhealth.com
(http://www.cellbxhealth.com) ) and will be on display at the General Meeting.
Board Appointments
Following completion of the Fundraising, the Company intends to appoint the
following persons to the Board subject to customary due diligence checks
undertaken by Cavendish (as the Company's nominated advisor):
· Peter Collins as Chief Executive Officer.
· Klaas de Boer as Non-executive Director. Klaas was appointed as a
senior advisor to the Board on 16 October 2025.
· Kim Oreskovic as Non-executive Director. Kim was appointed as a
senior advisor to the Board on 28 September 2025
· Benjamin Hart as Non-executive Director. Benjamin joins the board
as representative of Acacia Partners an existing Shareholder that will hold
29.9% following completion of the Fundraising,
Circular / General Meeting and Admission
The Company will require further share authorities to allot the Fundraising
Shares and grant the Broker Warrants. Accordingly, the Placing, the
Subscription and the Retail Offer are each conditional, inter alia, upon
Shareholders approving the Resolutions at the General Meeting of the Company,
expected to be held at the offices of Cavendish, One Bartholomew Close,
London, EC1A 7BL on 15 December 2025 at 14:00 p.m. A Circular containing a
notice of General Meeting will be published and notified to Shareholders in
due course. The Circular and notice of General Meeting, once published, will
be made available on the Company's website at https://cellbxhealth.com/.
Subject to the passing of the Resolutions, First Admission of the Tranche 1
Placing Shares is expected to occur at 8.00 a.m. on or around 16 December 2025
and Second Admission of the Tranche 2 Placing Shares, the Subscription Shares
and the Retail Offer Shares is expected to occur at 8.00 a.m. on 18 December
2025 (or, in each case, such later time and/or date as Cavendish and the
Company and Cavendish may agree, not (being no later than 8.00 a.m. on 16
January 2026))
Expected Timetable of Principle Events
Publication of the Circular 25 November 2025
Latest time and date to appoint a proxy 2:00 p.m. on 12 December 2025
Latest time and date for applications under the Retail Offer 4:35 p.m. on 1 December 2025
General Meeting 2:00 p.m. on 15 December 2025
Announcement of results of General Meeting 15 December 2025
Record date for the Share Capital Reorganisation 6.00 p.m. on 15 December 2025
Reorganisation Admission 8.00 a.m. on 16 December 2025
First Admission and commencement of dealings in respect of the Tranche 1 8.00 a.m. on 16 December 2025
Placing Shares on AIM
Crediting of the Tranche 1 Placing Shares in uncertificated form to CREST 16 December 2025
accounts
Second Admission and commencement of dealings in the Tranche 2 Placing Shares, 8.00 a.m. on 18 December 2025
Subscription Shares and the Retail Offer Shares on AIM
Crediting of the Tranche 2 Placing Shares, Subscription Shares and the Retail 18 December 2025
Offer Shares in uncertificated form to CREST accounts
Despatch of share certificates in respect of the Placing Shares, Subscription within 10 business days of Second Admission
Shares and the Retail Offer Shares (if applicable)
Notes:
1.1.1 All references to times in this document are to
London time.
1.1.2 The dates and times set out in the above timetable
and in the rest of this announcement are indicative and are subject to change.
If any such dates and times should change, the revised times and/or dates will
be notified by announcement via RNS.
1.1.3 All events in the above timetable scheduled to take
place after the General Meeting are conditional on the approval by the
Shareholders of the Resolutions.
For further information:
CelLBxHealth plc +44 (0) 1483 343434
Peter Collins, Chief Executive Officer investor@CelLBxHealth.com
Cavendish (NOMAD and Broker)
Geoff Nash / Isaac Hooper (Corporate Finance) +44 (0) 20 7220 0500
Sunila de Silva (Corporate Broking)
Nigel Birks (Life Science Specialist Sales)
FTI Consulting
Simon Conway, Ciara Martin, Sam Purewal +44 (0) 203 727 1000
About CelLBxHealth plc
CelLBxHealth plc is a global precision CTC intelligence company specialising
in innovative circulating tumour cell (CTC) solutions for use in research,
drug development and clinical oncology. Its patent-protected Parsortix®
platform harvests CTCs from blood and can be seamlessly integrated with
existing laboratory instruments for comprehensive downstream analysis -
including whole-cell imaging, proteomic profiling and full genomic workflows.
Commercial activities centre on (1) Product Sales: Accelerating Parsortix
platform adoption and consumable sales through CROs* and clinical lab
partnerships. (2) Lab Developed Tests (LDTs): Strategic partnerships combined
with a focused in-house development programme (3) Laboratory services:
Clinical trial support and assay development.
The product portfolio comprises the Parsortix® platform with associated
consumables and assays. Laboratory services are delivered from CelLBxHealth's
GCLP certified UK laboratory, providing bespoke clinical-trial support and
assay development.
For more information, visit https://cellbxhealth.com/.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this Announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of
article 17 of MAR. Therefore, those persons that received inside information
in a market sounding are no longer in possession of inside information
relating to the Company and its securities.
IMPORTANT NOTICE
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in Appendix I below.
Appendix I to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendices) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix I.
This Announcement has been issued by and is the sole responsibility of the
Company.
The information contained in this Announcement is restricted and is not for
release, publication or distribution, directly or indirectly, in whole or in
part, in, into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia,
collectively the "United States") Australia, Canada, Japan or the Republic of
South Africa or any jurisdiction in which the same would be unlawful.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where such offer or solicitation may be restricted, unlawful or
unauthorised. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or sold in
Canada, Australia, Japan or the Republic of South Africa or to, or for the
account or benefit of any national resident or citizen of Canada, Australia,
Japan or the Republic of South Africa. The Ordinary Shares have not been and
will not be registered under the Securities Act or the securities laws of any
other jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States absent registration
under the Securities Act or an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and the
securities laws of any other jurisdiction of the United States. No public
offering of the shares referred to in this Announcement is being made in the
United States, United Kingdom, Australia, Canada, Japan, the Republic of South
Africa or elsewhere.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation or the UK Prospectus Regulation) to be published.
This Announcement is directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are: (1) if in
the United Kingdom, "qualified investors", being persons falling within the
meaning of article 2(e) of the UK Prospectus Regulation, who (a) fall within
article 19(5) (Investment Professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b)
fall within article 49(2)(a) to (d) (High Net Worth Companies, Unincorporated
Associations, etc.) of the Order; (2) if in member states of the EEA,
"qualified investors", being persons falling within the meaning of article
2(e) of the Prospectus Regulation; or (3) persons to whom they may otherwise
lawfully be communicated (all such persons together being referred to as
"relevant persons"). Any investment in connection with the Placing will only
be available to, and will only be engaged with, relevant persons. Any person
who is not a relevant person should not act or rely on this Announcement or
any of its contents.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000
("FSMA") by, a person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the UK only in circumstances in
which section 21(1) of FSMA does not apply.
Cavendish Capital Markets Ltd which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as Nominated
Adviser and broker to the Company in connection with the Placing and no one
else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Cavendish nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Cavendish by the FSMA or by the regulatory regime
established under it, and except in the event of their committing fraud,
neither Cavendish nor any of its respective affiliates accepts any
responsibility whatsoever for the accuracy, completeness or sufficiency of the
information contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Cavendish or any of its respective
affiliates in connection with the Company, the Ordinary Shares or the Placing.
Cavendish and each of its respective affiliates accordingly disclaim all and
any liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained
in this Announcement.
The distribution of this Announcement and the offering of the Ordinary Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Cavendish that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Cavendish to inform themselves about,
and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this Announcement is
subject to change without notice and, except as required by applicable law or
regulation, neither the Company nor Cavendish nor their respective affiliates
assume any responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement.
No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Any investment decision to buy
Ordinary Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by Cavendish.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement. The price and value of securities can go down as well as
up. Past performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process which has determined that the Placing Shares are: (i)
compatible with an end target market of: (A) retail investors; (B) investors
who meet the criteria of professional clients; and (C) eligible counterparties
(each as defined in MiFID II (as defined below)); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct
of Business Sourcebook, or a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process which has determined that the
Placing Shares are: (i) compatible with an end target market of: (A) retail
investors; (B) investors who meet the criteria of professional clients; and
(C) eligible counterparties (each as defined in MiFID II); and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID
II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the EU Target Market
Assessment does not constitute an assessment of suitability or appropriateness
for the purposes of MiFID II, or a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
Members of the public are not eligible to take part in the Placing. This
Announcement and the Terms and Conditions set out herein (the "Announcement")
are for information purposes only and are directed only at persons whose
ordinary activities involve them acquiring, holding, managing and disposing of
investments (as principal or agent) for the purpose of their business and who
have professional experience in matters relating to investments and are: (1)
if in member states ("Member States") of the European Economic Area ("EEA")
are "Qualified Investors" in such Member State ("EEA Qualified
Investor") within the meaning of Article 2(E) of the Regulation (EU)
2017/1129 ("EU Prospectus Regulation"); and (2) if in the United Kingdom are
"Qualified Investors" in the United Kingdom ("UK Qualified Investor") within
the meaning of Article 2(E) of the Regulation (EU) 2017/1129 as it forms part
of the law of England and Wales by virtue of section 3 of the European
Union (Withdrawal) Act 2018 and as modified by or under domestic law ("UK
Prospectus Regulation") and who fall within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "FPO"), and/or (ii) high net worth companies,
unincorporated associations or other bodies within the meaning of Article
49(2)(a) to (d) of the FPO; and/or (iii) persons to whom it may otherwise be
lawfully communicated (each a "Relevant Person"). This Announcement is not for
publication or distribution, directly or indirectly, in or into the United
States. This Announcement is not an offer of securities for sale into the
United States. No other person should act or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the Terms and Conditions each Placee represents
and agrees that it is a Relevant Person. This Announcement and the Terms and
Conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement and the Terms and Conditions set out herein relate is available
only to Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company.
The New Ordinary Shares have not been and will not be registered under the
Securities Act and may not be offered or sold in or into the United States
except pursuant to an exemption from the registration requirements of the
Securities Act. Accordingly, the New Ordinary 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 case of the Placing Shares only, in the United States to persons that are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIB") or "accredited investors" as defined in Rule 501(a) of the
Securities Act that are also institutional accounts, as defined in Rule
4512(c) of the United States Financial Industry Regulatory Authority Rules
("Institutional AIs") and that have executed and delivered to the Company
and the Joint Bookrunners a US Investor Representation Letter substantially in
the form provided to it, in each case, pursuant to an exemption from
registration under the Securities Act. No public offering of the New Ordinary
Shares will be made in the United States or elsewhere.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy or subscribe
for, securities in any Restricted Jurisdiction This Announcement is not for
publication or distribution in or into any Restricted Jurisdiction (except to
the extent contemplated in the preceding paragraph), nor in any country or
territory where to do so may contravene local securities laws or regulations.
The distribution of this Announcement (or any part of it or any information
contained within it) in other jurisdictions may be restricted by law and
therefore persons into whose possession this Announcement (or any part of it
or any information contained within it) comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities law of any such
jurisdictions. The Placing Shares have not been and will not be registered
under the Securities Act nor under the applicable securities laws of any state
or other jurisdiction of the United States or any province or territory of any
other Restricted Jurisdiction. Accordingly, the Placing Shares may not be
offered or sold directly or indirectly in or into any Restricted Jurisdiction
or to any resident of a Restricted Jurisdiction.
Each Placee should consult with its own advisers as to legal, tax, business,
financial and related aspects of a purchase of and/or subscription for the
Placing Shares.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (the "FSMA") does not require the approval of the relevant
communication by an authorised person.
Each Placee will be deemed to have read and understood this Announcement in
its entirety and to be making such offer on these terms and conditions, and to
be providing the representations, warranties, acknowledgements and
undertakings, contained in these terms and conditions. In particular, each
such Placee represents, warrants and acknowledges to each of the Company and
Cavendish and Beech Hill that:
1. it is a Relevant Person (as defined above) and
undertakes that it will purchase and/or subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of its
business;
2. it is acquiring the Placing Shares for its own account
or acquiring the Placing Shares for an account with respect to which it has
sole investment discretion and has the authority to make, and does make the
representations, warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;
3. in the case of any Placing Shares subscribed for by it
as a financial intermediary as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable), any
Placing Shares purchased and/or subscribed for by it in the Placing will not
be subscribed for and/or purchased on a non-discretionary basis on behalf of,
nor will they be subscribed for and/or purchased with a view to their offer or
resale to, persons in a Member State or the United Kingdom other than EEA
Qualified Investors or UK Qualified Investors (as applicable), or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in the United Kingdom or in a Member State to UK
Qualified Investors or EEA Qualified Investors (as applicable), or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale;
4. where Placing Shares have been acquired by it on behalf
of persons in any member state of the EEA or the United Kingdom other than EEA
Qualified Investors or UK Qualified Investors (as applicable), the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
or the UK Prospectus Regulation as having been made to such persons;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement;
6. if located outside of the United States, it is
acquiring the Placing Shares in an "offshore transaction" in reliance on and
in accordance with Regulation S; and
7. if located inside the United States, it is a QIB or an
Institutional AI and it has executed and delivered to the Company and the
Joint Bookrunners a US Investor Representation Letter substantially in the
form provided to it.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement,
of which these terms and conditions form part, should seek appropriate advice
before taking any action.
Neither of the Joint Bookrunners, nor any of their affiliates, agents,
directors, officers or employees, make any representation to any Placees
regarding an investment in the Placing Shares.
Introduction
Each of the Joint Bookrunners may require a Placee to agree to such further
terms and/or conditions and/or give such additional warranties and/or
representations and/or undertakings as it (in its absolute discretion) sees
fit and/or may require any such Placee to execute a separate placing letter
(for the purposes of this Announcement, a "Placing Letter"). The terms of this
Announcement will, where applicable, be deemed to be incorporated into that
Placing Letter.
Furthermore, either of the Joint Bookrunners may require a Placee to enter
into a US Investor Representation Letter.
Details of the Placing
The Joint Bookrunners have each entered into the Placing Agreement with the
Company under which each of the Joint Bookrunners has severally agreed, on the
terms and subject to the conditions set out therein, and undertaken to use its
reasonable endeavours to procure, as the Company's agent for the purpose of
the Placing, subscribers for the Placing Shares at the Issue Price.
The Placing of the First Tranche Placing Shares is conditional upon, amongst
other things, First Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms. The Placing of the Second
Tranche Placing Shares is conditional upon, amongst other things, Second
Admission becoming effective and the Placing Agreement not being terminated in
accordance with its terms.
The Placing Shares are and will be credited as fully paid and will rank pari
passu in all respects with the existing issued Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
VCT investors and EIS investors should note that the Company has not applied
for nor received advance assurance from HMRC regarding the status of any
investment in the Company for VCT or EIS purposes. Accordingly, neither the
Company nor the Joint Bookrunners give any representations or warranties
whatsoever as to the status of the Placing Shares for the purposes of the EIS
Legislation and/or VCT Legislation, which is solely a matter for HMRC.
Application for admission to trading
Application will be made to the London Stock Exchange for (i) First Admission
of the First Tranche Placing Shares to trading on AIM; and (ii) Second
Admission of the Second Tranche Placing Shares Subscription Shares and Retail
Shares (if any) to trading on AIM.
The Placing is subject to, inter alia, Shareholder approval at the General
Meeting. Should the Resolutions not be passed, neither First Admission nor
Second Admission will occur.
Subject to the passing of the Resolutions, it is anticipated that First
Admission will occur on or around 8.00 a.m. on 16 December 2025 and Second
Admission will occur on or around 8.00 a.m. on 17 December 2025.
The New Ordinary Shares will not be admitted to trading on any stock exchange
other than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in relation to
the Placing and no such prospectus is required (in accordance with the UK
Prospectus Regulation and/or the EU Prospectus Regulation) to be published and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement released by the Company today and subject to
the further terms set forth in the trade confirmation or contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and all other publicly available information
previously or simultaneously published by the Company by notification to a
Regulatory Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company, the Joint Bookrunners or any
other person and neither the Company nor the Joint Bookrunners nor any of
their respective affiliates will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph should exclude or
limit the liability of any person for fraudulent misrepresentation by that
person.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding process in respect
of the Placing (the "ABB") to determine demand by Placees for participation in
the Placing. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the ABB as they may, in their absolute
discretion, determine.
Participation in, and principal terms of, the Placing
1. Each of the Joint Bookrunners (whether acting through
itself or any of its affiliates) is arranging the Placing as placing agent and
broker of the Company for the purpose of using its reasonable endeavours to
procure Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by a Joint
Bookrunner. Each of the Joint Bookrunners and/or its affiliates may
participate in the Placing as principal.
3. Completion of the Placing will be announced on a
Regulatory Information Service following completion of the ABB.
4. To bid in the ABB, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the relevant Joint
Bookrunner. Each bid should state the number of Placing Shares for which the
prospective Placee wishes to subscribe. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 13 below.
5. A bid in the ABB will be made on the terms and subject
to the conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and except with the Joint Bookrunners'
consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the Joint
Bookrunners to pay to it (or as the Joint Bookrunners may direct) in cleared
funds an amount equal to the product of the Issue Price and the number of
Placing Shares that such Placee has agreed to subscribe for and the Company
has agreed to allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and the Joint Bookrunners.
6. The ABB in respect of the Placing is expected to
close no later than 7.00 a.m. on 25 November 2025, but the ABB may be closed
earlier or later at the discretion of the Joint Bookrunners and the Company.
The Joint Bookrunners may, in agreement with the Company, accept bids, either
in whole or in part, that are received after the ABB has closed.
7. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
8. Each Placee's commitment will be made solely on the
basis of the information set out in this Announcement. By participating in the
Placing, each Placee will be deemed to have read and understood these Terms
and Conditions and the rest of this Announcement in its entirety and to be
participating and making an offer for the Placing Shares on these Terms and
Conditions and to be providing the representations, warranties and
acknowledgements and undertakings contained in these Terms and Conditions. In
particular, each Placee acknowledges and understands that the Company has not
applied for nor received advance assurance from HMRC regarding the status of
any investment in the Company for VCT or EIS purposes. Accordingly, neither
the Company nor the Joint Bookrunners give any representations or warranties
whatsoever as to the status of the Placing Shares for the purposes of the EIS
Legislation and/or VCT Legislation, which is solely a matter for HMRC.
9. The Issue Price will be a fixed price of 1.0 pence
per Placing Share.
10. An offer for Placing Shares, which has been communicated
by a prospective Placee to the Joint Bookrunners shall not be capable of
withdrawal or revocation without the consent of the Joint Bookrunners.
11. Each Placee's allocation will be confirmed to Placees
orally or in writing by the relevant Joint Bookrunner as soon as practicable
following the close of the ABB. The terms of this Announcement will be deemed
incorporated by reference therein. The oral or written confirmation to such
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the Joint
Bookrunners and the Company, under which it agrees to subscribe for and/or
acquire the number of Placing Shares allocated to it at the Issue Price on the
Terms and Conditions set out in this Announcement and in accordance with the
Company's articles of association. Except as required by law or regulation, no
press release or other announcement will be made by the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written consent.
12. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to the Joint Bookrunners (each as agent for the
Company), as applicable, to pay in cleared funds immediately on the settlement
date, in accordance with the registration and settlement requirements set out
below, an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to take up.
13. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5
above, and subject to prior agreement with the Company, allocate Placing
Shares after the time of any initial allocation to any person submitting a bid
after that time. The Company reserves the right (upon agreement with the
Joint Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing at its discretion.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares under
the Placing will be required to be made at the times and on the basis
explained below under "Registration and Settlement".
15. All obligations under the ABB and Placing will be subject
to fulfilment or (where applicable) waiver of, amongst other things, the
conditions referred to below under "Conditions of the Placing" and to the
Placing Agreement not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
16. By participating in the ABB, each Placee will agree that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
17. To the fullest extent permissible by law, none of the
Company, the Joint Bookrunners, nor any of their respective affiliates shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise) under these terms and conditions. In particular,
none of the Company, the Joint Bookrunners, nor any of their respective
affiliates shall have any liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the ABB. Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to the Placees,
and the Joint Bookrunners shall not have any liability to Placees for the
failure of the Company to fulfil those obligations.
18. The Joint Bookrunners shall, following consultation with,
and on approval of such allocations by, the Company, be entitled to allocate
Placing Shares at its discretion to Placees in respect of their allocations of
Placing Shares.
19. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the delivery by each Placee of a US
Investor Representation Letter substantially in the form provided to it.
Conditions of the Placing
Each of the Joint Bookrunners' obligations under the Placing Agreement in
respect of the First Tranche Placing Shares are conditional on, inter alia:
(a) the Company having published the Circular and the
Resolutions (including those to effect the Share Capital Reorganisation)
having been duly passed by the requisite majority at the General Meeting;
(b) the Company allotting, subject only to First Admission,
the First Tranche Placing Shares in accordance with the Placing Agreement; and
(c) First Admission of the First Tranche Placing Shares
taking place not later than 8 a.m. on 16 December 2025 (or such later time and
date not being later than 8.00 a.m. on 16 January 2026 as may be agreed
between the Company and the Joint Bookrunners).
Each of the Joint Bookrunners' obligations under the Placing Agreement in
respect of the Second Tranche Placing Shares are conditional on, inter alia:
(a) the conditions in respect of the First Tranche Placing
Shares having been satisfied;
(b) the Company allotting, subject only to Second Admission,
the Second Tranche Placing Shares in accordance with the Placing Agreement;
and
(c) Second Admission of the Second Tranche Placing Shares
taking place not later than 8 a.m. on 18 December 2025 (or such later time and
date not being later than 8.00 a.m. on 16 January 2026 as may be agreed
between the Company and the Joint Bookrunners).
The Placing Agreement contains certain warranties and representations from the
Company and an indemnity from the Company for the benefit of the Joint
Bookrunners. The Placing Agreement contains certain conditions to be satisfied
(or, where permitted, waived or extended in writing by the Joint Bookrunners)
on or prior to First Admission and Second Admission, including there having
been no material adverse change, the warranties being true and accurate and
not misleading (in the opinion of the Joint Bookrunners) and the performance
by the Company of its obligations under the Placing Agreement.
None of the Company, the Directors, nor the Joint Bookrunners owes any
fiduciary duty to any Placee in respect of the representations, warranties,
undertakings or indemnities in the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or waived by the Joint Bookrunners by
the time or date where specified (or such later time or date as the Company
and the Joint Bookrunners may agree), or (ii) the Placing Agreement is
terminated as described below, the Placing will lapse and the Placees' rights
and obligations hereunder in relation to the First Tranche Placing Shares
and/or the Second Tranche Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee in respect
thereof.
The Joint Bookrunners may, in their absolute discretion, waive, or extend the
period for compliance with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement, save
that, inter alia, the conditions relating to First Admission and Second
Admission taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement.
Neither of the Joint Bookrunners, nor the Company (as the case may be) shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners may in its absolute discretion, at any time
before First Admission terminate the Placing Agreement by giving notice to the
Company, in certain circumstances, including, inter alia, in the Joint
Bookrunners' sole opinion (acting in good faith):
(a) the Company fails in any way to comply with any of its
obligations under the Placing Agreement or it commits a material breach of the
rules and regulations of the FCA and/or London Stock Exchange and/or the AIM
Rules, FSMA, MAR or any other applicable law in each case which a Joint
Bookrunner considers (acting in good faith) to be material in the context of
the Fundraising; or
(b) it comes to the notice of the Joint Bookrunners that any
statement contained in this Announcement was untrue, incorrect or misleading
in any respect which the Joint Bookrunners consider (acting reasonably and in
good faith) to be material in the context of the Fundraising; or
(c) it comes to the notice of the Joint Bookrunners that any
statement contained in this Announcement has become untrue, incorrect or
misleading in any respect which the Joint Bookrunners consider (acting in good
faith) to be material in the context of the Fundraising or any matter which
the Joint Bookrunners consider (acting reasonably and in good faith) to be
material in the context of the Fundraising has arisen which would, if the
Fundraising were made at that time, constitute a material omission therefrom;
or
(d) it comes to the notice of the Joint Bookrunners that any
of the warranties given by the Company under the Placing Agreement was not at
the date of such agreement or immediately prior to First Admission true and
accurate in any respect; or
(e) there shall have occurred any adverse change in, or any
development reasonably likely to result in an adverse change in, the condition
(financial, operational, legal or otherwise), earnings, business, management,
property, assets, rights, results, operations or prospects of the Company or
its group which is material in the context of the Company or the group taken
as a whole, whether or not arising in the ordinary course of business and
which a Joint Bookrunner considers (acting in good faith) is likely to render
the Fundraising, temporarily or permanently, impracticable or inadvisable.
Each of the Joint Bookrunners may in its absolute discretion, at any time
between First Admission and Second Admission, terminate the Placing Agreement
by giving notice to the Company, in certain circumstances, including, inter
alia, in the Joint Bookrunners' sole opinion (acting in good faith) where:
(f) the Company fails in any way to comply with any of its
obligations under the Placing Agreement or it commits a material breach of the
rules and regulations of the FCA and/or London Stock Exchange and/or the AIM
Rules, FSMA, MAR or any other applicable law in each case which a Joint
Bookrunner considers (acting in good faith) to be material in the context of
the Fundraising; or
(g) it comes to the notice of the Joint Bookrunners that any
statement contained in this Announcement was untrue, incorrect or misleading
in any respect which the Joint Bookrunners consider (acting reasonably and in
good faith) to be material in the context of the Fundraising; or
(h) it comes to the notice of the Joint Bookrunners that any
statement contained in this Announcement has become untrue, incorrect or
misleading in any respect which the Joint Bookrunners consider (acting in good
faith) to be material in the context of the Fundraising or any matter which
the Joint Bookrunners consider (acting reasonably and in good faith) to be
material in the context of the Fundraising has arisen which would, if the
Fundraising were made at that time, constitute a material omission therefrom;
or
(i) it comes to the notice of the Joint Bookrunners that
any of the warranties given by the Company under the Placing Agreement was not
at the date of such agreement or immediately prior to Second Admission true
and accurate in any respect; or
(j) there shall have occurred any adverse change in, or
any development reasonably likely to result in an adverse change in, the
condition (financial, operational, legal or otherwise), earnings, business,
management, property, assets, rights, results, operations or prospects of the
Company or its group which is material in the context of the Company or the
group taken as a whole, whether or not arising in the ordinary course of
business and which a Joint Bookrunner considers (acting in good faith) is
likely to render the Fundraising, temporarily or permanently, impracticable or
inadvisable.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these Terms and Conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners, and that it need not
make any reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to exercise.
Placees will have no rights against the Joint Bookrunners, the Company, nor
any of their respective affiliates, directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0034330679)
following First Admission and Second Admission will take place within CREST.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note stating the number of First Tranche Placing
Shares and Second Tranche Placing Shares allocated to it at the Issue Price,
the aggregate amount owed by such Placee to the relevant Joint Bookrunner (as
agent for the Company), as applicable, and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or certificated
settlement instructions that it has in place with the relevant Joint
Bookrunner.
The expected date of settlement in respect of the First Tranche Placing Shares
and Second Tranche Placing Shares will be communicated to you by the relevant
Joint Bookrunner and settlement will be in accordance with the instructions
set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunners' account and benefit (as agent for the Company) as
applicable, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable and shall
indemnify the Joint Bookrunners (each as agent for the Company), on demand for
any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares to the Joint Bookrunners, each Placee confers on the Joint
Bookrunners all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and the Joint Bookrunners, namely that, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood
this Announcement, including these terms and conditions, in its entirety and
that its subscription for and/or purchase of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
in this Announcement and not in reliance on any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Company, the Placing or otherwise, other than
the information contained in this Announcement, and undertakes not to
redistribute or duplicate this Announcement or any part of it;
2. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that neither of the Joint
Bookrunners, nor their affiliates nor any person acting on their behalf has or
shall have any liability for any information, representation or statement
contained in this Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this Announcement, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and that it has neither received nor relied
on any other information given or representations, warranties or statements
made by the Joint Bookrunners, the Company, or any of their directors,
officers or employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information, representations,
warranties or statements (including any management presentation that may have
been received by any prospective Placee or any material prepared by the
research department of the Joint Bookrunners (the views of such research
departments not representing and being independent from those of the Company
and the corporate finance department of the Joint Bookrunners and not being
attributable to the same)), and neither the Joint Bookrunners nor the
Company will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing and it will
not rely on any investigation that the Joint Bookrunners, their affiliates or
any other person acting on its or their behalf has or may have conducted;
3. acknowledges that neither the Joint Bookrunners nor
the Company nor any of their respective affiliates or any person acting on
behalf of any of them has provided it, and will not provide it, with any
material regarding the Placing Shares or the Company other than this
Announcement; nor has it requested that the Joint Bookrunners, the Company,
or their respective affiliates or any person acting on behalf of any of them
provide it with any such information and acknowledge that they have read and
understood this Announcement;
4. acknowledges that no offering document or prospectus
has been or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering document in
connection with the Placing;
5. represents and warrants that it has neither received
nor relied on any confidential price sensitive information concerning the
Company in accepting this invitation to participate in the Placing;
6. acknowledges that the Joint Bookrunners do not
have any duties or responsibilities to it, or its clients, similar or
comparable to the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and
that the Joint Bookrunners are not acting for them or their clients and
that the Joint Bookrunners will not be responsible for providing protections
to it or its clients;
7. has the funds available to pay in full for the Placing
Shares for which it has agreed to subscribe and/or purchase and that it will
pay the total amount due by it in accordance with the terms set out in this
Announcement and, as applicable, as set out in the trade settlement or the
contract note on the due time and date;
8. acknowledges that neither the Joint Bookrunners, nor
any of their affiliates or any person acting on behalf of the Joint
Bookrunners or any such affiliate has or shall have any liability for this
Announcement and any publicly available or filed information or any
representation relating to the Company, provided that nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
9. acknowledges that neither the Joint Bookrunners, nor
the ultimate holding company of either of the Joint Bookrunners nor any direct
or indirect subsidiary undertakings of such holding company, nor any of their
respective directors and employees shall be liable to Placees for any matter
arising out of the Joint Bookrunners' role as placing agent or otherwise in
connection with the Placing and that where any such liability nevertheless
arises as a matter of law each Placee will immediately waive any claim against
any of such persons which it may have in respect thereof;
10. it understands that:
(a) neither the Joint Bookrunners nor the Company gives any
warranty, representation or undertaking that: (i) any investment by a VCT in
the Company is or will remain a "qualifying holding" for the purposes of
Chapter 4, Part 6 ITA 2007; and/or (ii) any investment by an investor seeking
relief under EIS is or will be a qualifying investment for EIS purposes;
(b) the Company has not received advance assurance from HMRC
regarding the status of any investment in the Company for VCT or EIS purposes;
and
(c) HMRC has not authorised the Company to issue
certificates under section 204 ITA 2007 in respect of the Placing Shares
issued to individuals, following receipt from the Company of a properly
completed compliance statement (EIS 1 form) within the prescribed time limit
stipulated in section 205(4) of the ITA 2007;
11. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be either: (i)
located outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the Securities Act or (ii) a QIB or an Institutional AI, and if
requested to do so, has delivered a US Investor Representation Letter;
12. the Placing Shares have not been offered to it by means of
any "directed selling efforts" as defined in Regulation S;
13. it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for offer and sale
in connection with, any distribution thereof (within the meaning of the
Securities Act);
14. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into the United States or any Restricted Jurisdiction to any person and
it has not distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
15. acknowledges that any subscription for the Placing Shares
may involve tax consequences, and that the contents of this Announcement do
not contain tax advice or information. The Placee acknowledges that it must
retain its own professional advisors to evaluate the tax, financial and any
and all other consequences of an investment in the Placing Shares;
16. represents and warrants that it will notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer and resale;
17. unless otherwise specifically agreed in writing with the
Joint Bookrunners represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of any Restricted
Jurisdiction or any other jurisdiction in which it is unlawful to make or
accept an offer to acquire the Placing Shares;
18. acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of any Restricted
Jurisdiction or any other jurisdiction in which it is unlawful to make or
accept an offer to acquire the Placing Shares and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those jurisdictions;
19. represents and warrants that (i) the issue or transfer to
it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services), (ii)
it is not participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing Shares would
give rise to a liability and (iii) that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
20. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection
with money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017; and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 (as amended) or any
economic sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the US Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Joint Bookrunners such evidence, if any, as to
the identity or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for the
purpose of complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Joint Bookrunners on the basis that
any failure by it to do so may result in the number of Placing Shares that are
to be purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Joint Bookrunners may decide in
each of their own sole discretion;
21. represents and warrants that it is acquiring the Placing
Shares for its own account or acquiring the Placing Shares for an account with
respect to which it has sole investment discretion and has the authority to
make, and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this Announcement;
22. if it is a financial intermediary, as that term is used in
Article 5 of the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), represents and warrants that the Placing Shares subscribed for
and/or purchased by it in the Placing will not be subscribed for and/or
purchased on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United Kingdom or in a
Member State (as applicable) in circumstances which may give rise to an offer
to the public other than an offer or resale in the United Kingdom or in a
Member State to UK Qualified Investors or EEA Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale;
23. represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons prior to Admission
except to persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not resulted in,
and which will not result in, an offer to the public in the United Kingdom or
a Member State;
24. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
25. represents and warrants that it has complied and will
comply with all applicable provisions of UK MAR with respect to anything done
by it in relation to the Placing Shares in, from or otherwise involving, the
United Kingdom or the EEA (as applicable);
26. unless otherwise specifically agreed with the Joint
Bookrunners in writing, represents and warrants that it is an EEA Qualified
Investor or a UK Qualified Investor;
27. if it is a UK Qualified Investor, represents and warrants
that it is a person: (i) who has professional experience in matters relating
to investments falling within Article 19(1) of the FPO; or (ii) falling within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the FPO; or (iii) are persons to whom it may otherwise
be lawfully communicated;
28. if the Placee is a natural person, such Placee is not
under the age of majority (18 years of age in the United Kingdom) on the date
of such Placee's agreement to subscribe for and/or purchase Placing Shares
under the Placing and will not be any such person on the date that such
subscription and/or purchase is accepted;
29. is aware of and acknowledges that it is required to comply
with all applicable provisions of FSMA with respect to anything done by it in,
from or otherwise involving, the United Kingdom;
30. represents and warrants that it and any person acting on
its behalf is entitled to subscribe for and/or acquire the Placing Shares
under the laws of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities and taken any
other necessary actions to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
31. where it is subscribing for and/or acquiring Placing
Shares for one or more managed accounts, represents and warrants that it is
authorised in writing by each managed account: (a) to subscribe for and/or
acquire the Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this Announcement, of which this Announcement forms part; and (c) to
receive on its behalf any investment letter relating to the Placing in the
form provided to it by the Joint Bookrunners;
32. undertakes that it (and any person acting on its behalf)
will make payment to the relevant Joint Bookrunner for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date
as will be notified to it by the Joint Bookrunners, failing which the
relevant Placing Shares may be placed with other parties or sold as the Joint
Bookrunners may in their sole discretion determine and without liability to
such Placee and it will remain liable and will indemnify the Joint
Bookrunners on demand for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required to bear
the liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the placing or
sale of such Placee's Placing Shares on its behalf;
33. acknowledges that neither the Joint Bookrunners, nor any
of their affiliates, or any person acting on behalf of the Joint Bookrunners
or any such affiliate, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be treated for these purposes as a client of the Joint
Bookrunners and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to their clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
34. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither the Joint Bookrunners nor the Company
will be responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the Placing
and it agrees to indemnify the Company and the Joint Bookrunners in respect
of the same;
35. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company and the Joint Bookrunners in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
36. acknowledges that time shall be of the essence as regards
to its obligations pursuant to this Announcement;
37. agrees that the Company and the Joint Bookrunners and
each of their respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are severally given to the Joint Bookrunners on their own
behalf and on behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any interested
party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby;
38. agrees to indemnify on an on demand, after-tax basis and
hold, the Company and the Joint Bookrunners and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
in this Announcement and further agrees that the provisions of this
Announcement shall survive after completion of the Placing;
39. acknowledges that no action has been or will be taken by
any of the Company and/or the Joint Bookrunners or any person acting on
behalf of the Company or the Joint Bookrunners, that would, or is intended
to, permit a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
40. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for and/or
acquiring the Placing Shares. It further acknowledges that it is experienced
in investing in securities of this nature and in this sector and is aware that
it may be required to bear, and it, and any accounts for which it may be
acting, are able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon its own
examination and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks involved;
41. acknowledges that its commitment to subscribe for and/or
purchase Placing Shares on the terms set out herein and in the trade
confirmation or contract note will continue notwithstanding any amendment that
may in future be made to the terms of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained with
respect to the Company's conduct of the Placing;
42. acknowledges that the Joint Bookrunners, or any of their
affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such shares and may offer or sell such shares other than in connection with
the Placing;
43. represents and warrants that, if it is a pension fund or
investment company, its subscription and/or purchase of Placing Shares is in
full compliance with all applicable laws and regulation;
44. to the fullest extent permitted by law, it acknowledges
and agrees to the disclaimers contained in the Announcement, including in
these terms and conditions;
45. acknowledges that the allocation of Placing Shares (in
respect of the Placing shall be determined by the Joint Bookrunners after
consultation with, and the approval of the Company (so far as is practicable)
and the Joint Bookrunners may scale back any placing commitment on such basis
as they, with the approval of the Company, may determine (which may not be the
same for each Placee);
46. irrevocably appoints any Director and any director or duly
authorised employee or agent of the Joint Bookrunners to be its agent and on
its behalf (without any obligation or duty to do so), to sign, execute and
deliver any documents and do all acts, matters and things as may be necessary
for, or incidental to, its subscription for and/or purchase of all or any of
the Placing Shares allocated to it in the event of its own failure to do so;
47. the Company reserves the right to make inquiries of any
holder of the Placing Shares or interests therein at any time as to such
person's status under the US federal securities laws and to require any such
person that has not satisfied the Company that holding by such person will not
violate or require registration under the US securities laws to transfer such
Placing Shares or interests in accordance with the Articles (as amended from
time to time);
48. if it is acting as a "distributor" (for the purposes of UK
MiFIR Product Governance Requirements):
(a) it acknowledges that the UK Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares and each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels;
(b) notwithstanding any UK Target Market Assessment undertaken
it confirms that, other than where it is providing an execution-only service
to investors, it has satisfied itself as to the appropriate knowledge,
experience, financial situation, risk tolerance and objectives and needs of
the investors to whom it plans to distribute the Placing Shares and that it
has considered the compatibility of the risk/reward profile of such Placing
Shares with the end target market; and
49. it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom; and
50. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
undertakings and acknowledgements. The Placee agrees to indemnify on an on
demand, after-tax basis and hold each of, the Company and the Joint
Bookrunners, and each of their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of any breach of the representations, warranties,
undertakings, agreements and acknowledgements in this Announcement.
The representations, warranties, acknowledgments and undertakings contained in
this Announcement are given severally to the Joint Bookrunners and the
Company (as the case may be) and are irrevocable.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription and/or purchase of a person for whom such Placee is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription and/or purchase by it and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed for and/or
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor the Joint Bookrunners will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an on demand, after-tax basis
and to hold harmless the Company and the Joint Bookrunners in the event that
either the Company or the Joint Bookrunners has incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription and/or purchase by them of any Placing Shares or the agreement by
them to subscribe for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges
that the Joint Bookrunners do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with the Joint
Bookrunners on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules. As a consequence, this money will not be segregated from the Joint
Bookrunners' money in accordance with the client money rules and will be used
by the Joint Bookrunners in the course of their own business and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Supply and disclosure of information
If the Joint Bookrunners or the Company or any of their agents request any
information about a Placee's agreement to subscribe for and/or acquire Placing
Shares under the Placing, such Placee must promptly disclose it to them and
ensure that such information is complete and accurate in all respects.
Miscellaneous
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to
disclose in writing or orally his nationality. If a Placee is a discretionary
fund manager, that Placee may be asked to disclose in writing or orally the
jurisdiction in which its funds are managed or owned. All documents provided
in connection with the Placing will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified by such Placee to the
Joint Bookrunners.
Each Placee agrees to be bound by the articles of association of the Company
(as amended by the Resolutions) once the Placing Shares which the Placee has
agreed to subscribe for and/or acquire pursuant to the Placing have been
acquired by the Placee. The contract to subscribe for and/or acquire Placing
Shares under the Placing and the appointments and authorities mentioned
in this Announcement will be governed by, and construed in accordance with,
the laws of England and Wales. For the exclusive benefit of the Joint
Bookrunners and the Company, each Placee irrevocably submits to the
jurisdiction of the courts of England and Wales and waives any objection to
proceedings in any such court on the ground of venue or on the ground that
proceedings have been brought in an inconvenient forum. This does not prevent
an action being taken against a Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire Placing
Shares under the Placing, references to a Placee in these terms and conditions
are to each of the Placees who are a party to that joint agreement and their
liability is joint and several.
The Joint Bookrunners and the Company expressly reserve the right to modify
the Placing (including, without limitation, its timetable and settlement) at
any time before allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement and to
the Placing Agreement not having been terminated.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context otherwise requires:
Admission First Admission or Second Admission, as the context requires
affiliate or affiliates an affiliate of, or person affiliated with, a person; a person that, directly
or indirectly, or indirectly through one or more intermediaries, controls or
is controlled by, or is under common control with, the person specified
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM rules for companies published by the London Stock Exchange from time
to time
Articles the articles of association of the Company (as amended from time to time,
including by the Resolutions)
Beech Hill Beech Hill Securities, Inc.
Board the Directors as at the date of this Announcement
Bookbuild means the platform operated by BB Technology Limited and known as BookBuild
which will host the Retail Offer
"Broker Warrants" means the 1,002,642 warrants to be granted to Cavendish, being an amount equal
to 1 per cent. of the number of the Enlarged Share Capital of the Company to
be issued pursuant to the terms of the Placing Agreement and the Warrant
Instrument;
Business Day any day on which the London Stock Exchange is open for business and banks are
open for business in London, excluding Saturdays and Sundays
Cavendish means Cavendish Capital Markets Limited, registered in England and Wales with
company number 06198898 and having its registered office at 1 Bartholomew
Close, London, England, EC1A 7BL
certificated or in certificated form an Ordinary Share which is not in uncertificated form (that is, not in CREST)
Circular the circular to shareholders to be published by the Company on or around 25
November 2025
Company CelLBxHealth plc (formerly ANGLE plc)
CREST the relevant system (as defined in the CREST Regulations) for paperless
settlement of share transfers and holding shares in uncertificated form which
is administered by Euroclear
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended)
Deferred Shares the proposed new deferred shares which will be created as part of the Share
Capital Reorganisation
Directors or Board the directors of the Company as at the date of this Announcement
EEA European Economic Area
EIS the enterprise investment scheme, as set out in EIS Legislation
EIS Legislation Part V of the Income Tax Act 2007, as amended
EIS Relief tax relief under EIS
Existing Ordinary Shares the 322,641,668 ordinary shares of 10 pence each in issue on the date of this
Announcement and prior to the Share Capital Reorganisation
Euroclear Euroclear UK & International Limited, a company incorporated under the
laws of England and Wales
EUWA the European Union (Withdrawal) Act 2018 (as amended)
FCA the Financial Conduct Authority
First Admission the admission of the First Tranche Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules for Companies
First Tranche Placing Shares up to 5,300,000 new Ordinary Shares which shall be issued by the Company
pursuant to the Placing on First Admission
Fundraising the Placing, the Retail Offer and the Subscriptions
Fundraising Shares the New Ordinary Shares to be issued pursuant to the Placing, the Subscription
and the Retail Offer;
FSMA the Financial Services and Markets Act 2000 (as amended)
General Meeting the general meeting of the Company to be held at 2.00 p.m. on 15 December 2025
at Cavendish, One Bartholomew Close, London, EC1A 7BL, the Notice of which is
to be set out in the Circular
HMRC His Majesty's Revenue & Customs, the tax authority of the United Kingdom
Institutional AI an "accredited investor" as defined in Rule 501(a) of the Securities Act that
are also institutional accounts, as defined in Rule 4512(c) of the United
States Financial Industry Regulatory Authority Rules
Intermediaries means an individual, company or other entity that manages and executes the
buying and selling of securities on behalf of Retail Investors
ISIN International Securities Identification Number
Joint Bookrunners Cavendish and Beech Hill
Issue Price 1.0 pence
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Placing Shares, the Retail Shares and the Subscription Shares
Official List the Official List of the FCA
Ordinary Shares ordinary shares of 0.05 pence each in the capital of the Company following
the Share Capital Reorganisation
Placees persons who have agreed to subscribe for Placing Shares under the Placing;
Placing the conditional placing of the Placing Shares by each of the Joint Bookrunners
at the Issue Price pursuant to the Placing Agreement
Placing Agreement the agreement dated the same date as this Announcement made between the
Company and the Joint Bookrunners relating to the Placing
Placing Shares up to, in aggregate, 493,000,000 new Ordinary Shares to be issued by the
Company pursuant to the Placing, comprising both the First Tranche Placing
Shares and the Second Tranche Placing Shares
Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Regulation S Regulation S promulgated under the Securities Act
QIB a "qualified institutional buyer" as defined in Rule 144A of the Securities
Act
Resolutions the resolutions to be proposed at the General Meeting
Restricted Jurisdictions the United States, Canada, Australia, Japan, New Zealand and the Republic of
South Africa or any other jurisdiction where the extension or availability of
the Fundraising would breach any applicable law
Retail Investors means investors in the usual type of an Intermediary's client base, which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations
Retail Offer means the offer of the Retail Shares, through Intermediaries, to Retail
Investors in the United Kingdom,
Retail Shares up to 100,000,000 new Ordinary Shares of to be issued by the Company pursuant
to the Retail Offer
Second Admission the admission of the Second Tranche Placing Shares, Subscription Shares and
Retail Shares (if any) to trading on AIM becoming effective in accordance with
Rule 6 of the AIM Rules for Companies
Second Tranche Placing Shares up to 674,700,000 new Ordinary Shares which shall be issued by the Company
pursuant to the Placing on Second Admission
Share Capital Reorganisation the proposed Sub-division;
Shareholder a holder of Ordinary Shares
Sub-division the proposed sub-division of each Existing Ordinary Share into one Ordinary
Share of 0.05 pence nominal value each and one Deferred Share of 9.95 pence
nominal value each
Subscribers persons who have agreed to subscribe for the Subscription Shares pursuant to
the terms and conditions set out in the Subscription Agreements
Subscription means the conditional subscription for the Subscription Shares by the
Subscribers at the Issue Price on the terms and subject to the conditions to
be contained in the Subscription Agreements;
Subscription Agreements the agreements entered into between the Company and the Subscribers pursuant
to which the Subscribers will agree to subscribe for the Subscription Shares
at the Issue Price;
Subscription Shares means the 187,000,000 new Ordinary Shares of proposed to be issued by the
Company to the Subscribers;
UK Prospectus Regulation the UK version of the Prospectus Regulation as it forms part of EU retained
law by virtue of the EUWA
uncertificated or in uncertificated form recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
US Investor Representation Letter an investor representation letter to be executed by invited Placees that are
QIBs or Institutional AIs
VCT a venture capital trust
VCT Legislation means Part 6 of the Income Tax Act 2007, as amended
Warrant Instrument the instrument constituting the Broker Warrants to be executed prior to First
Admission.
Securities Act the United States Securities Act of 1993, as amended
References to a "company" in this Announcement shall be construed so as to
include any company, corporation or other body corporate, wherever and however
incorporated or established.
Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender.
For the purpose of this Announcement, "subsidiary" and "subsidiary
undertaking" have the meanings given by the Companies Act 2006.
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