REG - IXICO plc - Placings and Subscription
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RNS Number : 8160Y IXICO plc 31 March 2026
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31 March 2026
IXICO PLC
("IXICO" or the "Company")
Proposed Fundraising of up to £10.5 million, comprising a
First Placing of £2.8 million, Subscription of £0.1 million, Second Placing
of £7.1 million &
Retail Offer of up to £0.5 million
Notice of General Meeting (including adoption of the 'Non-Employee Sub-Plan')
31 March 2026, IXICO plc (AIM: IXI) - London, UK.
IXICO, a global leader in neuroscience imaging and biomarker analytics,
using its AI-driven platform to help advance drug development in
neurological disorders, today announces that it has raised approximately £2.8
million (before expenses) through a conditional placing of new ordinary shares
of £0.01 each in the capital of the Company ("Ordinary Shares") ("First
Placing") and £0.1 million through a conditional subscription of new Ordinary
Shares by certain directors of the Company ("Subscription"). The Company has
also conditionally raised a further approximately £7.1 million (before
expenses) by way of a placing of new Ordinary Shares ("Second Placing") that
is further conditional on certain proposed changes to the EIS and VCT tax
legislation coming into force as described below. The First Placing, the
Second Placing (together the "Placings") and the Subscription will be at the
issue price of 8 pence per Ordinary Share (the "Issue Price").
The First Placing and Subscription are conditional, amongst other things, on
(a) the passing of certain shareholder resolutions at a general meeting of the
Company to be held at 11.00 a.m. on 16 April 2026 ("General Meeting"); (b)
receipt of assurance from HM Revenue & Customs issued under the Income Tax
Act 2007 that, for investors who meet the relevant conditions, an investment
in the new Ordinary Shares issued pursuant to the First Placing would qualify
for relief from taxation under the enterprise investment scheme regime
("Advance Assurance"); and (c) admission of the new Ordinary Shares to trading
on the AIM market of London Stock Exchange plc ("AIM"), expected to be on 17
April 2026 ("First Admission") (the "First Admission Conditions").
The Second Placing is conditional, amongst other things, on (a) the passing of
certain shareholder resolutions at the General Meeting; (b) First Admission
having occurred; (c) admission of the new Ordinary Shares to be issued
pursuant to the Second Placing (the "Second Placing Shares") to trading on
AIM; and (d) the changes to the EIS and VCT legislation announced in the
Government's Autumn Statement passing into law, such that any investment by
VCT or EIS investors in the Second Placing will be a qualifying investment for
the purposes of the VCT and EIS legislation (the "Second Admission
Conditions"). It is expected that the Second Admission Conditions will be
satisfied on or shortly after 17 April 2026 with the admission of the Second
Placing Shares expected to be on 20 April 2026 ("Second Admission"), but in
any event no later than a longstop date of 19 May 2026. If the Second
Admission Conditions are not satisfied by 19 May 2026, the Second Placing will
not complete and the funds relating to it will not be received.
Furthermore, to enable other shareholders of the Company who have not been
able to participate in the Placings and Subscription to have an opportunity to
subscribe for additional Ordinary Shares, the Company is proposing to raise up
to an additional £500,000 (before expenses) by way of a retail offer to its
existing shareholders via the Bookbuild Platform (the "Retail Offer"),
consisting of up to 6,250,000 new Ordinary Shares at the Issue Price (the
"Retail Offer Shares"). A separate announcement will be made shortly
regarding the Retail Offer and its terms and conditions. The Retail Offer is
expected to close at noon on 7 April 2026. The Retail Offer Shares are
expected to admit as part of the First Admission and completion of the Retail
Offer is conditional upon, inter alia, completion of the First Placing and
Subscription but the Placings and Subscription are not conditional upon the
Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the
Placings and Subscription. The Placings, Subscription and Retail Offer are
together referred to as the "Fundraising".
The Issue Price equates to a premium of 1.6 per cent. to the closing middle
market price of 7.875 pence per Ordinary Share on 30 March 2026 (being the
last business day prior to this Announcement).
The Directors intend to use the net proceeds from the Fundraising to develop
the IXI™ Platform (including platform integration, automation and
standardisation), to invest in the staff needed to sell the IXI™ Platform
into partners and to develop the product into an FDA approved software as a
medical device.
If any element of the Fundraising does not complete, the proceeds relating to
it will not be received and the investment in the three areas of Platform,
Partner and Product will be reduced accordingly. Further details of the
proposed use of proceeds are set out in the Circular (as defined below).
Transaction Highlights
· Placings and Subscription of 124,999,998 new Ordinary Shares at
the Issue Price with new and existing investors to raise approximately £10.0
million (before expenses), comprised of:
o first placing of 35,199,189 new Ordinary Shares with new and existing
investors and a subscription for 1,125,000 new Ordinary Shares by certain
Directors at the Issue Price to raise approximately £2.9 million (before
expenses) in aggregate, conditional on, amongst other things, the satisfaction
of the First Admission Conditions; and
o second placing of 88,675,809 new Ordinary Shares at the Issue Price with
new and existing investors to raise approximately £7.1 million (before
expenses) conditional on, amongst other things, the satisfaction of the Second
Admission Conditions.
· Retail Offer at the Issue Price to raise up to an additional
£0.5 million (before expenses) conditional on the passing of certain
shareholder resolutions at the General Meeting and First Admission.
The Placings are being undertaken by Cavendish Capital Markets Limited
("Cavendish").
The Company will shortly be publishing and despatching a Notice of General
Meeting and an accompanying circular (the "Circular") containing further
details of the Fundraising and the notice of the General Meeting to be held at
11.00 a.m. on 16 April 2026 to, inter alia, approve the resolutions required
to implement the Fundraising. Set out below in Appendix 1 is an adapted
extract from the Circular. Following its publication, the Circular will be
available on the Group's website at https://ixico.com/investors.
Bram Goorden, Chief Executive Officer of IXICO, said:
"IXICO has a clear ambition and strategy to further accelerate growth and
unlock the full value of our IXI™ Platform. While maintaining momentum in
our core iCRO business, we will further broaden our addressable market through
a TechBio model. By enabling third parties to license and integrate our
technology, we are creating a more scalable business where the value of our
proprietary technology is fully recognised. We believe this approach
strengthens our competitive position and drives sustainable, long-term
shareholder value."
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under UK MAR. Upon the publication
of this Announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain. The person
responsible for arranging for the release of this Announcement is Grant Nash.
For further information please contact:
IXICO plc +44 (0) 20 3763 7499
Grant Nash, Chief Financial Officer
James Chandler, Chief Business Officer
Cavendish Capital Markets Limited +44 (0) 20 7220 0500
(Nominated Adviser and Sole Broker)
Giles Balleny, Isaac Hooper (Corporate Finance)
Nigel Birks (Healthcare Specialist Sales)
Harriet Ward (Corporate Broking)
Michael F Johnson (Sales)
About IXICO www.IXICO.com (http://www.ixico.com/)
IXICO is a global leader in neuroscience imaging and biomarker analytics,
using its proprietary AI-driven platform to help advance the treatment of
neurological disorders and reduce the uncertainties associated with drug
discovery, development and monitoring. As a key part of the global
neurological disease research community, the Company has built a global
reputation and 20-year track record as an end-to-end Imaging Contract Research
Organisation (iCRO) working with leading pharma companies, innovative
biotechs, disease consortia and non-profit organisations. IXICO has supported
hundreds of neurological clinical trials, analysed hundreds of thousands scans
and built an expansive network of expert imaging centres around the world.
The IXI™ Platform is tailor-made for neurological disease, reliably
processing data from global trials, precisely measuring key imaging biomarkers
associated with the identification, progression and treatment of
diseases such as Alzheimer's, Huntington's and Parkinson's. Image data is
interrogated by the IXI™ Platform and IXICO's expert scientists translating
complex data into clinically meaningful while minimizing data variability and
increasing reproducibility.
Appendix 1 - EXTRACT FROM THE CIRCULAR
Fundraising of up to £10.5 million comprising a
First Placing of 35,199,189 New Ordinary Shares
Subscription of 1,125,000 New Ordinary Shares
Second Placing of 88,675,809 New Ordinary Shares
Retail Offer of up to 6,250,000 New Ordinary Shares
each at an issue price of 8 pence per New Ordinary Share
and
Adoption of the 'Non-Employee Sub-Plan'
and
Notice of General Meeting
1. Introduction
On 31 March 2026, the Company announced a proposed Fundraising, pursuant to
which it proposes to raise, subject to certain conditions, up to
£10.5 million (before expenses).
The Board recognises and is grateful for the continued support received from
Shareholders and is pleased to offer retail Shareholders the opportunity to
participate in the Fundraising through the Retail Offer on the BookBuild
Platform to raise a maximum of £0.5 million (assuming full take up of the
Retail Offer) through the issue of up to 6,250,000 Retail Shares at the Issue
Price. It is expected that the Retail Offer will close at noon on 7 April
2026.
The Fundraising consists of the Placings, the Subscription and the Retail
Offer which will raise up to £10.5 million in aggregate (before expenses),
assuming full take up of the Retail Offer.
The Fundraising is conditional on, inter alia, Resolutions 1 and 3 being
passed by the Shareholders at the General Meeting and, in relation to the
First Placing, the Subscription and the Retail Offer, satisfaction of the
First Admission Conditions and First Admission becoming effective, and in
relation to the Second Placing, the satisfaction of the Second Admission
Conditions and Second Admission.
The Directors intend to use the net proceeds from the Fundraising, for the
uses set out in paragraph 3, below.
If the Fundraising does not complete, the funds relating to it will not be
received and the Company's ability to invest in the three areas of Platform,
Partner and Product will be reduced accordingly.
The Issue Price equates to a premium of 1.6 per cent. to the closing middle
market price of 7.875 pence per Ordinary Share on 30 March 2026.
The purpose of this Document is to provide you with background information and
the rationale for the Proposals. It will explain why the Board considers the
Proposals to be in the best interests of the Company and its Shareholders, as
a whole, and why the Board unanimously recommends that you vote in favour of
the Resolutions to be proposed at the General Meeting, notice of which is set
out at the end of this Document, as they intend to do in respect of their
beneficial holdings amounting to, in aggregate, 1,261,807 Ordinary Shares as
at 30 March 2026 (being the last practicable date prior to the publication of
this Document), representing approximately 1.4 per cent. of the Existing
Ordinary Shares.
2. Background and rationale for the Fundraising
IXICO is a global leader in neuroscience imaging and biomarker analytics,
using its proprietary AI-driven platform, to help biopharma customers advance
disease understanding and drug development for neurological disorders.
Neuroimaging is a key component in neurological clinical trials. Analyses
derived from brain scans (such as MRI and PET scans) are the most
effective way to identify efficacy and safety signals of a clinical trial's
drug or therapy. This enables biopharma companies to advance their therapies
through clinical development phases or fail fast. On approval of therapies,
there is a further need for precision biomarker analysis to bring new
treatments to market and continue to monitor the effectiveness and safety of
new medicines through 'post-marketing surveillance'.
To date, the Company has focussed on its iCRO strategy which involves
contracting with both biopharmaceutical companies and contract research
organisations ("CROs") to use its platform to capture, extract and analyse
imaging data. The purpose of the Fundraising is to increase the Company's
addressable market opportunity via a 'TechBio' strategy that enables external
organisations to directly access IXICO's technology via licensing, technology
integration and partnering models. To achieve this, it will need to invest in
increasing the level of automation in the platform to allow it to be
integrated directly into partner platforms.
Also, as part of moving the platform beyond clinical trials and into the
clinic, IXICO intends to invest in developing the platform to be used as a
clinical decision support tool and to undertake the regulatory work on an FDA
submission to offer 'Software as a Medical Device' (SaMD).
Proprietary Technology Platform
The Company provides advanced neuroimaging solutions, using its technology
platform, IXI™, which is tailor-made for precision medicine in neurological
disease. Leveraging its proprietary algorithms, the IXI™ platform enables
patient eligibility and stratification assessment, monitors treatment effects
and safety with high levels of sensitivity. The platform ensures data can be
captured from imaging centres anywhere in the world and moved, stored,
analysed, and reported on, in a regulatory compliant manner. IXI™ is used to
process data from global trials measuring key imaging biomarkers associated
with the identification, progression, and treatment of diseases such as
Alzheimer's ("AD"), Parkinson's ("PD"), Huntington's ("HD") and other rare
neurological diseases.
IXI™ facilitates precision insights by reducing image variability of brain
scan upload by automatically checking scan quality and pseudonymising the
scan. It then provides validated measures of brain based, disease relevant,
biomarkers across the identified brain regions. As many neurological
conditions involve the change in volume of specific brain regions or changes
in function or biochemical characteristics, this provides the trial sponsor
with information on the impact the therapy is having on disease progression.
The approach enables research scientists, using AI, to perform
human-expert-equivalent analysis at a faster pace with higher levels of
consistency and replicability to support critical R&D decision-making,
including insights into patient eligibility, drug safety, drug effect and
efficacy.
The constituents of the platform are:
• An easily accessible modern web interface providing
end-to-end image data management, security, reading, analysis, and
interpretation.
• A flexible and highly scalable cloud-based workflow engine
enabling integration of complex image analysis workflows and, in future,
integration with other systems.
• Highly differentiated AI algorithms measuring existing and
novel biomarkers at scale, with high precision.
• AI-led accurate assessment of brain pathologies and
disease-specific symptoms, identifying over 150 brain structures and
quantifying changes in both whole-brain and regional volumes over the time
course of a clinical trial.
• Regional, AI-driven analysis of advanced MRI measures for
structure, function, perfusion, biochemistry, and tissue composition, as well
as molecular imaging markers.
Deep Neuroscience Expertise
Beyond the power of the technology a key strength is IXICO's exclusive focus
on neurological disease, recognised as a biologically complex and challenging
disease area with high barriers to entry due to the significant expertise
required. By empowering customers to make more informed and confident
decisions throughout the clinical development of their therapies, IXICO
supports biopharma in their critical decision-making processes that accelerate
drug development.
IXICO has supported hundreds of neurological clinical trials, analysed more
than 350,000 brain scans in over 40 countries and built an extensive network
of over 1,250 expert imaging centres around the world. The Company's team is
highly respected in terms of disease area, AI technology and clinical research
expertise.
As at 30 September 2025, the Group supported 28 studies for 17 clients
worldwide. IXICO employs over 80 people delivering services to a global client
base. Of its employees, 27% hold PhDs in scientific disciplines, demonstrating
strong expertise in neuroscience.
Delivery on the Innovate, Lead, Scale strategy
Since the Company successfully completed a capital raise in October 2024, it
has focused on the execution of its "Innovate, Lead, Scale" strategy outlined
in October 2024 which has resulted in a return to revenue growth, evidenced
by a 13% year-on-year rise in revenues and a growing order book and pipeline
of new contract opportunities reported within its FY 2025 results.
The core deliverables of that strategy were to extend its analytical
differentiation in the therapeutic indications of AD and PD (Innovate),
increase market visibility of IXICO's offering and capabilities (Lead) and
increase operational and commercial reach (Scale).
Neuroscience Market Opportunity
The neuroscience market presents a substantial growth opportunity driven by an
increasing unmet clinical need in neurological diseases. Neurological
conditions are now the leading cause of disability worldwide and the second
leading cause of death, following cardiovascular diseases.
Neuroimaging is a key component in neurological clinical trials. Analyses
derived from radiology such as MRI and PET scans are the most effective
way to identify signals of efficacy and safety, especially early-on and to
enable biopharma companies to advance through development phases or fail fast.
The global neuroimaging market size was calculated to be US$37 billion in
2023 and is projected to surpass US$56 billion by 2030 (6% CAGR).(1 (#_ftn1)
) As part of that total market, the global clinical trial imaging market is
estimated at US$1.23 billion in 2024 and is projected to reach
US$1.91 billion by 2030 (7% CAGR).(2 (#_ftn2) ) On approval of therapies,
there is a further need for precision biomarker analysis to bring new
treatments to market and continue to monitor the effectiveness and safety of
new medicines through 'post-marketing surveillance'. As the demand for imaging
biomarkers, advancements in imaging technology, personalised medicine, and
precision imaging in neurological disorders rises, neuroimaging CROs are well
positioned to leverage and capitalise upon these market dynamics.
Accelerated Growth Strategy
The Directors aim to accelerate revenue growth by:
(i) continuing and extending the penetration of IXICO's services
within the clinical trial market via increased service contract wins within
the areas of AD, PD, HD and other rare neurological diseases; and
(ii) increasing the Company's addressable market opportunity via a
'TechBio' strategy that enables external organisations to directly access
IXICO's technology via licensing, technology integration and partnering
models.
The intention of this strategy is to augment revenue and margin growth
associated with its iCRO business with higher-margin, recurring revenue
streams in the mid and long term, uncovering currently unrecognised value in
the Group's technology.
The accelerated growth strategy, developed to deliver the maximum value from
the established IXI™ Platform technology investment, will be focused on
adapting the platform to make it suitable to operate on third-party systems
(integration, automation and standardisation functionalities) while corporate
development and commercial partnership resources will be expanded to maximise
integration and commercialisation opportunities with third parties. The key
features of the growth strategy are:
• Extend the use of the IXI™ platform within the wider
clinical trial ecosystem.
• Attain medical device accreditation for the IXI™ platform
to extend the use of the IXI™ platform into the clinical diagnosis and
healthcare ecosystem.
By delivering on these strategic goals the Company aims to:
• Leverage third-party partnerships and networks to access new
markets.
• Generate higher margin, recurring licence and subscription
revenues.
• Deliver a business model that relies upon, and highlights,
the significant value the Company has developed in its IXI™ platform asset.
IXICO's iCRO business will remain the key revenue generating opportunity in
the near to mid-term, however the proposed investment to deliver the TechBio
business model has the potential to significantly enhance the utilisation and
value of the IXI™ platform and therefore the value of the Company in the mid
to long term.
The Directors believe this TechBio strategy will attract enterprise valuations
of between four to seven times annual revenues reflecting value being
attributed to the Group's platform and higher quality of earnings as compared
to a typical CRO enterprise valuation which tends to be a one to three times
annual revenues.
iCRO Expansion Strategy
Building on the success on the Innovate, Lead, Scale strategy, IXICO plans to
further advance its IXI™ technology to expand its existing service offering.
This will be achieved by the continued development and deployment of new
neuroimaging biomarker algorithms and associated AI tools; and furthering the
successful work conducted in the last 12 months to drive customer reach,
market leadership and geographic footprint in the CNS clinical trials space.
TechBio Strategy
The TechBio strategy aims to maximise the potential of the IXI™ platform by
partnering and/or licensing the technology to larger, more established
companies that operate, adjacent to IXICO, in the contract trial management
market, targeting companies providing clinical data management services and
contract research organisation services. From this expanded
technology-integrated base, IXICO subsequently plans to move into the clinical
decision support market, through licences or subscriptions with companies
providing medical equipment or services in the clinical setting.
The basis of the TechBio model is to provide IXICO's data analytics
capabilities, via the IXI™ Platform, to a range of service providers that
have significant access to customers but do not have the image analysis
capabilities that IXICO can provide. By adding IXI™ capabilities to their
offering, the licence partners benefit from offering a highly valuable set of
additional services to their customers.
The benefits for IXICO include extended commercial reach, that the Directors
then expect to expand, via closer integration with partner platforms into
recurring licensing income. This includes gaining access to markets for which
IXICO has the technology framework capabilities but does not currently have
the resources to target and realise the full potential of IXI™. Importantly,
by making the platform available through third-party providers, IXICO can
maximise the value of the platform without needing to significantly expand its
in-house operational capacity or carry the risk of entering markets without an
established position to build upon.
IXICO has initially identified two market opportunities in which the IXI™
platform could be partnered and licensed to established companies:
• Clinical Trial Management - licensing technology to large
international multi-indication CRO companies and sizable Electronic Data
Capture ("EDC") clinical data management service companies.
As a first step towards this opportunity, and a firm precedent indicating
industry appetite for the IXI™ platform, IXICO announced on 26 March 2026
that is has entered into a commercial and technology collaboration with
Medidata, a Dassault Systèmes brand and leading global provider of clinical
trial solutions to the life sciences industry.
The collaboration creates a unique neuroimaging data and analysis offering
linking the IXI™ platform and its advanced neuroimaging analytics and
biomarker algorithm capabilities, with Medidata's EDC platform to deliver a
differentiated, unified user experience for biopharma customers.
The non-exclusive collaboration is expected to provide IXICO with expanded
scale, opportunities for technological co-development, greater market reach
and an additional route to market beyond IXICO's existing commercial
activities.
• Clinical Decision Support - investment into the IXI™
platform supporting the licensing of the platform into the clinical trial
management sector, creates the technology foundation for IXI™ to be used as
a clinical decision support tool. The intention is gaining approval for all,
or elements of, the IXI™ platform for use as 'Software as a Medical Device'
("SaMD"). IXICO expects to either license the technology or provide it on a
subscription basis for installation on third-party manufactures' medical
imaging equipment, for example MRI scanners and 'in clinic' decision support
tools by medical practitioners.
3. Use of proceeds
The Directors intend to use the net proceeds from the Placings and
Subscription of approximately £10 million, and to the extent additional
funds are raised from the Retail Offer, for the following purposes.
IXI(TM) platform development (platform integration, automation and
standardisation): £6.0 million
• Platform and algorithm development staff
• Cloud, consultancy, IP & software costs
• Data, contract development and IT infrastructure
Partner (partner and sell): £2.0 million
• Partnership integration staff
• Corporate development staff
• Commercial staff
• Consultancy, key opinion leaders & marketing costs
Product (software as a medical device, quality assurance and FDA approval):
£2.0 million
• Regulatory affairs staff
• Consultancy, regulatory, insurance, legal, training &
conferences
• Clinical integration software
Of the above use of proceeds, the elements to be funded by the First Placing,
Subscription and any proceeds from the Retail Offer (up to £3.4 million in
aggregate) are the following:
• c. £2.0 million on IXI(TM) platform automation and further
differentiating of analysis pipelines,
• c. £1.4 million on Corporate Development and Commercial
staff, key opinion leaders consultancy and marketing costs.
If the Second Placing does not complete the funds relating to it will not be
received and the additional investments planned for the Second Placing funds
will not be made.
4. Current Trading and Prospects
FY 2025 showed the Company's "Innovate, Lead, Scale" strategy is working,
generating opportunities for growth, revenue diversification and market
differentiation. Relative to FY 2024, revenues increased by 13% to
£6.5 million (2024: £5.8 million), gross margin increased to 48.7% (2024:
47.0%) and EBITDA losses reduced to £1.3 million (2024: £1.7 million).
During the period, IXICO supported 23 clients (2024: 25 clients) across 37
projects (2024: 36 projects) within AD, PD, HD and other rare neurological
indication clinical trials. In addition, in this same period, the Group
delivered 31 contract extension or protocol changes totalling £2.7 million
in relation to the projects supported during the year.
The first five months of the year have started well and, as at 31 December
2025, the Company's orderbook has increased to £17.5 million, constituting
28 projects across 17 clients, an increase of 14% on the orderbook at
30 September 2024 (£15.3 million). This well diversified orderbook provides
strong revenue visibility across FY 2026 and provides the basis for continued
growth in future years.
The Company has completed its first full year of trading on its fully
redesigned and redeveloped IXI(TM) platform. This platform is highly
extensible and, with the proceeds of the proposed capital raise, is well
positioned to be adopted by a partnership base that expands the Company's
current market opportunity.
As announced on 5 February 2026, the Company has appointed Tanya Voloshen as
its Chief Commercial Officer, a highly experienced commercial leader who has
worked within the iCRO market for many years, including at IXICO's larger
competitors Clario (now part of ThermoFisher) and Perspective.
5. Related parties' participation
Directors' participation in the Fundraising
As part of the Subscription, certain Directors have agreed to subscribe
(either personally or through a nominee) for an aggregate of 1,125,000 New
Ordinary Shares at the Issue Price. Details of the New Ordinary Shares for
which the Directors have agreed to subscribe (either personally or through a
nominee) are set out below:
Name Title Number of Existing Ordinary Shares Number of Subscription Shares subscribed for Value of Subscription Shares to be subscribed for Resulting shareholding
following Subscription assuming full take up of the Retail Offer
Mark Warne Chair 72,335 125,000 £10,000 197,335
Bram Goorden CEO 526,315 937,500 £75,000 1,463,815
Katherine Rogers NED 52,631 62,500 £5,000 115,131
# The number of Ordinary Shares presented in this table as being held or
subscribed for by Directors refers to the number of Ordinary Shares held or
subscribed for by them either personally or through a nominee.
The participation by the Directors referred to above in the Subscription is
classified as a related party transaction for the purposes of the AIM Rules.
Grant Nash and Dipti Amin, being the Independent Directors, confirm that they
consider, having consulted with Cavendish, that the terms of the transaction
are fair and reasonable insofar as the Company's Shareholders are concerned.
Substantial shareholders participation in the Fundraising
Each of Octopus Investments and Gresham House Asset Management are Substantial
Shareholders, holding 10 per cent. or more of the Existing Ordinary Shares,
and have agreed to subscribe respectively for 24,902,332 and 47,515,160 New
Ordinary Shares at the Issue Price in the Placings.
The participation by these Substantial Shareholders constitutes a related
party transaction for the purposes of Rule 13 of the AIM Rules. The Directors
consider, having consulted with Cavendish, that the terms of such
participation in the Placings are fair and reasonable insofar as the Company's
Shareholders are concerned.
6. Non-Employee Sub-Plan to the IXICO Share Option Plan
Set out at Resolution 2 in the Notice of General Meeting is a resolution to
amend the Company's Share Option Plan (the "Plan"). Currently the Plan allows
share options to be awarded to employees and Executive Directors of the
Company (and other IXICO group companies). The Company proposes implementing a
"non-employee sub-plan" to the Plan (the "Non-Employee Sub-Plan") to provide
the Company with the appropriate structure to enable it to incentivise key
opinion leaders and/or consultants with the opportunity of a long-term stake
in the success of the Company. A copy of the updated Plan to include the
proposed Non-Employee Sub-Plan and other consequential minor amendments will
be available for Shareholders to view at www.IXICO.com (https://www.IXICO.com)
from the date of this Document.
7. Details of the Placings
The Company is proposing to raise approximately £2.8 million before expenses
by the issue of the First Placing Shares at the Issue Price to certain
Shareholders and new investors, subject to the First Admission Conditions. The
First Placing Shares will, when issued, rank pari passu with the Existing
Ordinary Shares. In addition, as part of the Second Placing certain
Shareholders and new investors have subscribed for Second Placing Shares,
which, if the Second Admission Conditions are satisfied, will raise
approximately £7.1 million before expenses.
The issue of the First Placing Shares is conditional, inter alia, upon
(i) the passing of Resolutions 1 and 3 at the General Meeting, (ii) receipt
of Advance Assurance and (iii) upon First Admission becoming effective on the
First Admission Date (or such later date as the Company and Cavendish may
agree, being not later than the First Admission Long Stop Date). The issue of
the Second Placing Shares is further conditional upon, inter alia, (i) the
Second Admission Conditions being satisfied and (ii) Second Admission
becoming effective on the Second Admission Date (or such later date as the
Company and Cavendish may agree, being not later than the Second Admission
Long Stop Date).
If the First Admission Conditions are not satisfied by the First Admission
Long Stop Date, the First Placing, the Subscription and the Retail Offer will
not complete, and no funds will be raised pursuant to the Fundraising. If,
following First Admission, the Second Admission Conditions are not satisfied
by the Second Admission Long Stop Date, the Second Placing will not complete,
and no funds will be raised pursuant to the Second Placing. However, the First
Placing, Subscription and Retail Offer are not subject to the Second Admission
Conditions.
Under the terms of the Placing Agreement, Cavendish, as agent for the Company
has agreed to use its reasonable endeavours to procure subscribers for the
Placing Shares and to co-ordinate the offering of the Retail Offer Shares on
the BookBuild Platform, in each case at the Issue Price. The Placings are not
underwritten.
The Placing Agreement contains customary warranties given by the Company in
favour of Cavendish in relation to, amongst other things, the accuracy of the
information in this Document and other matters relating to the Group and its
business. In addition, the Company has agreed to indemnify Cavendish (and its
affiliates) in relation to certain liabilities which they may incur in
respect of the Fundraising.
Cavendish has the right to terminate the Placing Agreement in certain
circumstances prior to the First Admission and Second Admission, in
particular, in the event of breach of the warranties, the occurrence of a
material adverse change in circumstances material to the Fundraising, or if
the Placing Agreement does not become unconditional.
The Placing Shares will be allotted and credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or after the date on which they are issued.
8. Details of the Subscription
In addition, the Company has entered into conditional Subscription Agreements
with certain of its Directors pursuant to which they will subscribe for
1,125,000 Subscription Shares, proposing to raise approximately £0.1 million,
conditional on First Admission.
Please see paragraph 5 above for details of the Directors' participation in
the Subscription.
The Subscription is conditional upon (amongst other things) the passing of
Resolutions 1 and 3, the Placing Agreement not having been terminated and
First Admission occurring on or before 8.00 a.m. on 17 April 2026 (or such
later date and/or time as Cavendish and the Company may agree, being not later
than the First Admission Long Stop Date).
9. The Retail Offer
The Company has separately agreed to use the BookBuild Platform to undertake
an intermediaries offer of Retail Offer Shares at the Issue Price, to existing
retail Shareholders. For the avoidance of doubt, the Retail Offer Shares do
not form part of the Placings or Subscription.
In recognition of their continued support to the Company, the Board believes
that the Retail Offer provides the Company's longstanding and supportive
Shareholders with an opportunity to participate in the Fundraising. The Retail
Offer at the Issue Price, for an aggregate of up to 6,250,000 Retail Offer
Shares, will raise gross proceeds of up to £0.5 million. Cavendish will be
acting as retail offer coordinator in relation to this Retail Offer (the
"Retail Offer Coordinator").
The Company has made the Retail Offer to holders of Existing Ordinary Shares
only through Intermediaries (as defined below) which will be listed, subject
to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/J1Y94Q/authorised-intermediaries
(https://www.bookbuild.live/deals/J1Y94Q/authorised-intermediaries) .
Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
Intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
The Retail Offer is and will, at all times, only be made to, directed at and
may only be acted upon by, those persons who are shareholders in the Company.
To be eligible to participate in the Retail Offer, applicants must meet the
following criteria before they can submit an order for Retail Offer Shares:
(i) be a customer of one of the participating Intermediaries listed on the
above website; (ii) be resident in the United Kingdom and (iii) be a
shareholder in the Company (which may include individuals aged 18 years or
over, companies and other bodies corporate, partnerships, trusts, associations
and other unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a participating
Intermediary). For the avoidance of doubt, persons who only hold CFDs,
Spreadbets and/or similar derivative instruments in relation to shares in the
Company are not eligible to participate in the Retail Offer.
The obligations of the Intermediaries are conditional in all respects upon:
(a) the Placing Agreement becoming unconditional in respect of the Retail
Offer and not having been terminated in accordance with their terms; and
(b) First Admission. It is a term of the Retail Offer that the total value of
the Retail Offer Shares available for subscription at Issue Price does not
exceed £0.5 million.
The Retail Offer has not been underwritten and has been offered in the United
Kingdom under an exception from prohibitions on offers to the public pursuant
to Schedule 1 (Part 1) of POATR and under an exemption from the requirement
to publish a prospectus under the PRM. The Retail Offer has not been made into
any jurisdiction other than the United Kingdom.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
If you are in any doubt as to what action you should take, you should
immediately seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent professional adviser
duly authorised under FSMA if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.
10. General Meeting
The Directors do not currently have sufficient authority to allot the New
Ordinary Shares and, accordingly, the Board is seeking the approval of
Shareholders to allot the New Ordinary Shares at the General Meeting.
A notice convening the General Meeting, which is to be held at IXICO plc,
4(th) Floor, Griffin Court, 15 Long Lane, London EC1A 9PN at 11.00 a.m. on
16 April 2026, is set out at the end of this Document. At the General Meeting,
the following Resolutions will be proposed:
• Resolution 1, which is an ordinary resolution to authorise
the Directors to allot equity securities (as defined in section 560 of the
Act) up to a maximum aggregate nominal amount of £1,312,500 in connection
with the Fundraising and a further £746,395 pursuant to an ongoing general
authority; and
• Resolution 2, which is an ordinary resolution to authorise
the Directors of the Group to adopt the Non-Employee Sub-Plan to the
IXICO Share Option Plan; and
• Resolution 3, which is a special resolution and is
conditional on the passing of Resolution 1, to authorise the Directors to
issue and allot equity securities (as defined in section 560 of the Act) on a
non-pre-emptive basis up to a maximum aggregate nominal amount of £1,312,500
for cash on a non-pre-emptive basis in connection with the Fundraising and a
further £223,918 pursuant to an ongoing general authority.
Resolutions 1 and 2 will be proposed as ordinary resolutions. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.
Resolution 3 will be proposed as a special resolution. For a special
resolution to be passed, at least three quarters of the votes cast must be in
favour of the resolution.
For the purposes of section 571(6)(c) of the Act, the Directors determined
the Issue Price after consideration of applicable market and other
considerations and having taken appropriate professional advice.
11. Action to be taken
Shareholders are strongly encouraged to appoint the Chair of the General
Meeting as your proxy for the General Meeting. This will ensure that your vote
will be counted even if attendance at the General Meeting is restricted or you
are unable to attend.
You may appoint a proxy by completing, signing and returning the Form of Proxy
to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA so that it is received no later than
11.00 a.m. on 14 April 2026.
Shareholders who prefer to register the appointment of their proxy
electronically via the internet can do so through Equiniti's website at
www.shareview.co.uk, and by logging in to your Shareview Portfolio. Once you
have logged in, click 'View' on the 'My Investments' page and then click on
the link to vote and follow the on-screen instructions. If you have not yet
registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the
requested information. It is important that you register for a Shareview
Portfolio with enough time to complete the registration and authentication
processes.
For an electronic proxy appointment to be valid, your appointment must be
received by Equiniti Limited no later than 11.00 a.m. on 14 April 2026.
Alternatively, you may appoint a proxy by completing and transmitting a CREST
Proxy Instruction to the Company's Registrar, the Company's Registrar,
Equiniti Limited (CREST Participant ID RA19), no later than 11.00 a.m. on 14
April 2026.
If you are an institutional investor, you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later
than 11.00 a.m. on 14 April 2026 in order to be considered valid.
The appointment of a proxy will not preclude you from attending the meeting
and voting in person should you wish to do so.
If you hold your shares through a nominee service, please contact the nominee
service provider regarding the process for appointing a proxy.
Any changes to the arrangements for the General Meeting will be communicated
to Shareholders before the General Meeting, including through the Company's
website at www.IXICO.com (https://www.IXICO.com) and by announcement via a
Regulatory Information Service.
All Resolutions for consideration at the General Meeting will be voted on by
way of a poll, rather than a show of hands. This means that Shareholders will
have one vote for each Ordinary Share held. The Company believes that this
will result in a more accurate reflection of the views of Shareholders by
ensuring that every vote is recognised, including the votes of any
Shareholders who are unable to attend the General Meeting but who have
appointed the Chair as their proxy for the General Meeting.
12. Recommendation
The Directors believe the Proposals and the passing of the Resolutions to be
in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to vote in
favour of the Resolutions as they intend so to do in respect of their
beneficial shareholdings amounting to, in aggregate, 1,261,807 Ordinary
Shares, representing approximately 1.4 per cent. of the Existing Ordinary
Shares.
PLACINGS AND SUBSCRIPTION STATISTICS
Issue Price (per share) 8 pence
Number of Existing Ordinary Shares((1)) 92,668,598
Total number of First Placing Shares 35,199,189
Total number of Subscription Shares 1,125,000
Gross proceeds of the First Placing and Subscription £2,905,935
Total number of Second Placing Shares 88,675,809
Gross proceeds of the Second Placing £7,094,065
Total number of Placing Shares and Subscription Shares as a percentage of the 55.8%
Enlarged Share Capital((2))
Maximum gross proceeds of the Placings and Subscription £10 million
Enlarged Share Capital following the Fundraising((2)) 223,918,596
((1)) as at 30 March 2026, being the last
practicable Business Day prior to the publication of this Document
((2)) on the assumption that the Retail Offer is fully
subscribed
RETAIL OFFER STATISTICS
Issue Price (per share) 8 pence
Number of Retail Offer Shares up to 6,250,000
Maximum gross proceeds of the Retail Offer((1)) up to £0.5 million
Retail Offer Shares as a percentage of the Enlarged Share Capital* up to 2.8%
((1) ) on the assumption that the Retail Offer is
fully subscribed
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026
Announcement of the Placings and the Subscription and publication and posting 31 March 2026
of this Document
Announcement of the Retail Offer 7.01 a.m. on 31 March 2026
Announcement of the results of the Retail Offer 1.00 p.m. on 7 April 2026
Latest time and date for receipt of completed Forms of Proxy and receipt of 11.00 a.m. on 14 April 2026
electronic proxy appointments via, the CREST system and Proxymity
General Meeting 11.00 a.m. on 16 April 2026
Announcement of result of General Meeting 16 April 2026
Expected First Admission effective and dealings in the First Placing Shares, 8.00 a.m. on 17 April 2026
Subscription Shares and Retail Offer Shares expected to commence on AIM
(subject to the First Admission Conditions)
CREST accounts credited in respect of the First Placing Shares, Subscription 8.00 a.m. on 17 April 2026
Shares and Retail Offer Shares to be held in uncertificated form (subject to
First Admission)
Where applicable, expected date for dispatch of definitive share within 10 Business Days following First Admission
certificates in respect of the First Placing Shares, Subscription Shares and
Retail Offer Shares to be held in certificated form
First Admission Long Stop Date 8.00 a.m. on 17 May 2026
Expected Second Admission (subject to satisfaction of the Second Admission 8.00 a.m. on 20 April 2026
Conditions)
CREST accounts credited in respect of the Second Placing Shares to be held in 8.00 a.m. on 20 April 2026
uncertificated form (subject to Second Admission)
Where applicable, expected date for dispatch of definitive share within 10 Business Days following Second Admission
certificates in respect of the Second Placing Shares to be held in
certificated form
Second Admission Long Stop Date 8.00 a.m. on 19 May 2026
(i) Each of the times and dates above are indicative only and
are subject to change. If any of the details contained in the timetable above
should change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
(ii) References to times in this Document are to London time
(unless otherwise stated).
(iii) Events listed in the above timetable after the General
Meeting are conditional on the passing at the General Meeting of the
Resolutions.
DEFINITIONS
The following definitions apply throughout this Document unless the context
otherwise requires:
Act the Companies Act 2006 (as amended)
Admission(s) First Admission and Second Admission (as applicable)
Advance Assurance assurance from HM Revenue & Customs issued under the ITA in a form and on
terms satisfactory to Cavendish that, for investors who meet the conditions,
an investment in the First Placing Shares would qualify for relief from
taxation under the enterprise investment scheme regime
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
BookBuild Platform a technology platform providing issuers and their advisers access to primary
capital markets deals and is owned BB Technology Ltd, a private limited
company incorporated in England and Wales with registered number 13508012
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Cavendish Cavendish Capital Markets Limited registered in England and Wales with company
number 06198898 and having its registered office at 1 Bartholomew Close,
London EC1A 7BL
certificated form or in certificated form an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
Company or IXICO IXICO plc, a company incorporated and registered in England and Wales under
the Companies Act 2006 with registered number 03131723
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST
Courier and Sorting Services Manual, Daily Timetable, CREST Application
Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary
of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as
published by Euroclear
CREST member a person who has been admitted to CREST as a system-member (as defined in the
CREST Manual)
CREST participant a person who is, in relation to CREST, a system-participant (as defined in
the CREST regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755)
(as amended)
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a sponsored member
Directors or Board the directors of the Company, or any duly authorised committee thereof
Document this Document which, for the avoidance of doubt, does not comprise a
prospectus (under the PRM) or an admission document (under the AIM Rules)
Enlarged Share Capital the entire issued share capital of the Company following completion of the
Fundraising
Equiniti Equiniti Limited, registered in England and Wales with company number 06226088
and having its registered office at Highdown House, Yeoman Way, Worthing, West
Sussex BN99 3HH
EU the European Union
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 92,668,598 Ordinary Shares in issue at the date of this Document, all of
which are admitted to trading on AIM
FCA the UK Financial Conduct Authority and any successor entity
First Admission admission of the First Placing Shares, the Subscription Shares and the Retail
Offer Shares to trading on AIM becoming effective in accordance with the AIM
Rules, all subject to the First Admission Conditions
First Admission Conditions the conditions set out in the Placing Agreement for allotment and issue of the
First Placing Shares, Subscription Shares and Retail Offer Shares being, inter
alia, the passing of Resolutions 1 and 3, and receipt of the Advance
Assurance
First Admission Date 17 April 2026, or such later date as the Company and Cavendish
may agree in writing, being in any event, not later than
8.00 a.m. on the First Admission Long Stop Date
First Admission Long Stop Date 17 May 2026
First Placing the placing of the First Placing Shares pursuant to the Placing Agreement
First Placing Shares the 35,199,189 new Ordinary Shares to be allotted and issued by the Company
pursuant to the First Placing
Form of Proxy the form of proxy for use in connection with the General Meeting which may be
requested
FSMA the Financial Services and Markets Act 2000 (as amended)
Fundraising the Placings, Subscription and the Retail Offer
General Meeting the general meeting of the Company to be held at IXICO plc, 4th Floor,
Griffin Court, 15 Long Lane, London EC1A 9PN at 11.00 a.m. on 16 April 2026
(or any adjournment of that general meeting), notice of which is set out at
the end of this Document
Group the Company and its subsidiaries
Independent Directors Grant Nash and Dipti Amin
Intermediaries broker or wealth manager to an eligible retail Shareholder in the Retail Offer
and "Intermediary" shall mean any one of them
ISIN International Securities Identification Number
Issue Price 8 pence per New Ordinary Share
ITA UK Income Tax Act 2007
IXI(TM) Platform the Company's GCP and 21 CFR Part 11 compliant end to end platform which
delivers centralised imaging services
London Stock Exchange London Stock Exchange plc
MAR the UK version of the Market Abuse Regulation ((EU) No 596/2014) which is
part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time
Money Laundering Regulations the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, the Criminal Justice
Act 1993 and the Proceeds of Crime Act 2002
New Ordinary Shares the new Ordinary Shares to be issued pursuant to the Fundraising
Non-Employee Sub-Plan the Non-Employee Sub-Plan to the IXICO EMI Share Option Plan 2024 to enable
the Company to award share options to key opinion leaders and/or consultants
Notice of General Meeting the notice convening the General Meeting which is set out at the end of this
Document
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Placees the subscribers for the Placing Shares pursuant to the Placings
Placing Announcement the Regulatory Information Service announcement of the Company announcing the
Fundraising
Placing Agreement the agreement entered into between the Company and Cavendish in respect of the
Placings and Retail Offer dated 31 March 2026, as described in this Document
Placing Shares the First Placing Shares and the Second Placing Shares
Placings the First Placing and the Second Placing
POATR the Public Offers and Admissions to Trading Regulations 2024
PRM the FCA's Prospectus Rules: Admission to Trading on a Regulated Market
sourcebook
Proposals the Fundraising and adoption of the Non-Employee Sub-Plan
Qualifying Holding means a qualifying holding for the purposes of Chapter 4 of Part 6 of ITA
Registrar Equiniti Limited
Regulatory Information Service a service approved by the London Stock Exchange for the distribution to the
public of AIM announcements and included within the list on the website of the
London Stock Exchange
Resolutions the resolutions as set out in the Notice of General Meeting
Restricted Jurisdiction each and any of Australia, Canada, Japan the Republic of South Africa or the
United States and any other jurisdiction where the Fundraising would breach
any applicable law or regulations
Retail Offer means the retail offer to be made by the Company on the day of the Placing
Announcement via the BookBuild Platform to retail investors situated in the
United Kingdom to subscribe for Retail Offer Shares at the Issue Price
Retail Offer Shares up to 6,250,000 new Ordinary Shares being made available pursuant to the
Retail Offer
Shareholders holders of Ordinary Shares
Second Admission admission of the Second Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules, subject to the Second Admission Conditions
Second Admission Conditions the conditions set out in the Placing Agreement for allotment and issue of the
Second Placing Shares being, inter alia, the passing of Resolutions 1 and 3,
and receipt of the VCT Opinion Letter
Second Admission Date 20 April 2026, or such later date as the Company and Cavendish may agree in
writing, being in any event, not later than 8.00 a.m. on the Second Admission
Long Stop Date
Second Admission Long Stop Date 19 May 2026
Second Placing the conditional placing of the Second Placing Shares pursuant to the Placing
Agreement and conditional satisfaction of the Second Admission Conditions
Second Placing Shares the 88,675,809 new Ordinary Shares to be allotted and issued by the Company
pursuant to the Second Placing
Securities Act the United States Securities Act of 1933, as amended
Subscribers each of Bram Goorden, Mark Warne, and Katherine Rogers, being persons who have
subscribed for the Subscription Shares pursuant to the Subscription Agreements
Subscription the conditional Subscription by the Subscribers for the Subscription Shares at
the Issue Price made on the terms and subject to the conditions set out in the
Subscription Agreements
Subscription Agreements the conditional agreements entered into between the Company and each of the
Subscribers, relating to the Subscription
Subscription Shares the 1,125,000 New Ordinary Shares to be issued pursuant to the Subscription
subject to, inter alia, the passing of Resolutions 1 and 3
Substantial Shareholders Octopus Investments and Gresham House Asset Management
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
Uncertificated or Uncertificated form recorded on the relevant register or other record of the shares or other
security concerned as being held in uncertificated form in CREST, and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
US Person has the meaning given in the Securities Act
VCT Opinion Letter the opinion letter issued by Philip Hare Associates confirming that an
investment in the Company would, subject to the investor's status as a venture
capital trust, constitute a qualifying holding for the purposes of Part 6 of
the Income Tax Act 2007 (as amended by the Finance Act 2025-26) and would be
regarded as "eligible shares" as defined in section 285(3A) of that Act
voting rights means all voting rights attributable to the share capital of the Company which
are currently exercisable at a general meeting
£ and p United Kingdom pounds sterling and pence respectively, the lawful currency of
the United Kingdom
Appendix 2 - Important Notices
Neither this Announcement, nor any copy of it may be made or transmitted into
the United States of America (including its territories or possessions, any
state of the United States of America and the District of Columbia) (the
"United States"). Neither this Announcement nor any copy of it may be taken or
transmitted directly or indirectly into Australia, Canada, the Republic of
South Africa, Japan or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States, Australian, Canadian,
South African, or Japanese securities laws or the securities laws of any other
jurisdiction (other than the United Kingdom). The distribution of this
announcement in other jurisdictions may also be restricted by law and persons
into whose possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form part of any offer or invitation
to sell or issue, or a solicitation of any offer to acquire, purchase or
subscribe for, securities of the Company.
The new Ordinary Shares have not been, nor will be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or the securities
laws of any state or jurisdiction of the United States, and may not be offered
or sold within the United States to, or for the account or benefit of, US
person (as that term is defined in Regulation S under the US Securities Act),
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and such other applicable
state securities laws. Accordingly, the new Ordinary Shares are being offered
hereby only outside the United States in reliance upon Regulation S under the
US Securities Act in offshore transactions.
No representation or warranty, express or implied, is made by the Company or
Cavendish as to any of the contents of this announcement, including its
accuracy, completeness or for any other statement made or purported to be made
by it or on behalf of it, the Company, the Directors or any other person, in
connection with the Fundraising, First Admission and Second Admission, and
nothing in this announcement shall be relied upon as a promise or
representation in this respect, whether as to the past or the future (without
limiting the statutory rights of any person to whom this announcement is
issued).
Forward-Looking Statements
Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'',
''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would",
"could" or "should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, cashflows, synergies, economic performance,
indebtedness, financial condition, dividend policy and future prospects; and
(ii) business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions, some of which are outside of the Company's
influence and/or control.
Many factors could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, amongst others, economic and business
cycles, competition in the Company's principal markets, acquisitions or
disposals of businesses or assets, changes in government and other regulation,
changes in political and economic stability and trends in the Company's
principal industries. Due to such uncertainties and risks, undue reliance
should not be placed on such forward-looking statements, which speak only as
of the date of this announcement.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not occur. No
statement in this announcement is intended to be a profit estimate or profit
forecast. The forward-looking statements contained in this announcement speak
only as of the date of this announcement. Neither the Company nor its
Directors nor any person acting on its or their behalf expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation.
The new Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
1 (#_ftnref1) Coherent Market Insights 2024
https://www.biospace.com/press-releases/neuroimaging-market-size-to-reach-usd-56-58-billion-by-2030
(https://www.biospace.com/press-releases/neuroimaging-market-size-to-reach-usd-56-58-billion-by-2030)
2 (#_ftnref2) Grand View Research. Clinical Trial Imaging Market (2025-2030)
https://www.grandviewresearch.com/industry-analysis/clinical-trial-imaging-market
(https://www.grandviewresearch.com/industry-analysis/clinical-trial-imaging-market)
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