REG - LungLife AI, INC - Results of Placing and Subscription

LungLife AIAnnouncement

05/03/2024 07:00

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RNS Number : 5469F  LungLife AI, INC  05 March 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

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

 

5 March 2024

LungLife AI, Inc.

 

(the "Company" or "LungLife")

 

Results of Placing and Subscription

and

Notice of Special Meeting

 

LungLife AI (AIM: LLAI), a developer of clinical diagnostic solutions for the
early detection of lung cancer, is pleased to announce that it has
conditionally raised approximately £1.8 million (approximately US$2.3
million) (before fees and expenses) through the conditional issue of 5,172,621
new shares of common stock of the Company with a par value per share of
$0.0001 (the "New Shares") at a price of 35 pence per New Share (the "Issue
Price") (the "Fundraising").

 

Fundraising Highlights

 

·    A total of 4,456,566 New Shares have been conditionally placed by
Investec Bank plc ("Investec") and Goodbody Stockbrokers UC, trading as
Goodbody ("Goodbody" and, together with Investec, the "Joint Bookrunners") at
the Issue Price, raising approximately £1.56 million (approximately US$1.96
million) (before fees and expenses) (the "Placing").

 

·    A total of 716,055 New Shares have been conditionally subscribed for
by certain existing shareholders, raising approximately £0.25 million
(approximately US$0.32 million) (before fees and expenses) (the
"Subscription").

 

·    The Issue Price represents a discount of approximately 15.7 per cent.
to the closing price of 41.5 pence per Common Share on 4 March 2024.

 

·    The New Shares represent 16.9 per cent. of the Enlarged Share
Capital.

 

Notice of Special Meeting

 

The Fundraising is conditional, inter alia, upon shareholder approval at the
Special Meeting of the Company which will be held at Mayer Brown International
LLP, at 201 Bishopsgate, London, EC2M 3AF and by virtual link at 11.00 a.m. on
21 March 2024.

 

A circular containing the notice of the Special Meeting to, inter alia,
approve the resolutions required to implement the Fundraising, is expected to
be published and despatched to shareholders on or around 6 March 2024 (the
"Circular"). Following its publication the Circular will be available on the
Company's website at https://lunglifeai.com/investors/shareholder-information/
(https://lunglifeai.com/investors/shareholder-information/)

 

Subject to shareholder approval, an application will be made to London Stock
Exchange plc for admission of the New Shares to trading on AIM ("Admission").
It is expected that Admission will become effective at 8.00 a.m. on 22 March
2024. The New Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Common Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the New Shares after the date of issue.

 

The Placing is conditional, among other things, on (i) shareholder approval;
(ii) Admission becoming effective; and (iii) the placing agreement between the
Company and the Joint Bookrunners not being terminated in accordance with its
terms. The Subscription is conditional, among other things, on (i) shareholder
approval; and (ii) Admission becoming effective.

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the announcement released by the
Company on 4 March 2024 and the circular to be sent to shareholders of the
Company on 6 March 2024.

 

For further information please contact:

 

 LungLife AI, Inc.                                         www.lunglifeai.com (https://www.lunglifeai.com/)
 Paul Pagano, CEO                                          Via Walbrook PR
 David Anderson, CFO

 Investec Bank plc (Nominated Adviser & Joint Broker)      Tel: +44 (0)20 7597 5970
 Virginia Bull / Cameron MacRitchie / Lydia Zychowska

 Goodbody Stockbrokers UC (Joint Broker)                   Tel: +44 (0)20 3841 6202

 Tom Nicholson / Cameron Duncan / William Hall

 Walbrook PR Limited                                        Tel: +44 (0)20 7933 8780
 Paul McManus / Alice Woodings / Phillip Marriage          or LungLifeAI@walbrookpr.com (mailto:LungLifeAI@walbrookpr.com)

 

About LungLife

LungLife AI is a developer of clinical diagnostic solutions designed to make a
significant impact in the early detection of lung cancer, the deadliest cancer
globally. Using a minimally invasive blood draw, the Company's LungLB® test
is designed to deliver additional information to clinicians who are evaluating
indeterminate lung nodules. For more information visit www.lunglifeai.com
(http://www.lunglifeai.com)

 

Inside Information

This announcement contains inside information as defined in Regulation (EU)
No. 596/2014 on market abuse which is part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR") and is made in accordance
with the Company's obligations under article 17 of MAR. The person responsible
for arranging the release of this announcement on behalf of LungLife is David
Anderson, Company Secretary of LungLife.

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.

No action has been taken by the Company, the Joint Bookrunners (as defined
below) or any of their respective affiliates, or any person acting on its or
their behalf that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform themselves about,
and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States, or to or for the account or benefit
of US persons (as defined in Regulation S under the Securities Act
("Regulation S")), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any State or any other jurisdiction of
the United States. Accordingly, the Placing Shares will be offered and sold
only outside of the United States to non-US persons in "offshore transactions"
within the meaning of, and pursuant to, Regulation S and otherwise in
accordance with applicable laws. No public offering of the Securities will be
made in the United States or elsewhere.

This Announcement has not been approved by the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be unlawful.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. No
statement in this Announcement is intended to be, nor may be construed as, a
profit forecast or be relied upon as a guide to future performance. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Joint Bookrunners,
their respective affiliates and any person acting on its or their behalf each
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
or the London Stock Exchange.

Investec Bank plc ("IBP") is authorised by the Prudential Regulation Authority
(the "PRA") and regulated in the United Kingdom by the PRA and the FCA.
Investec Europe Limited (trading as Investec Europe) ("IEL"), acting as agent
on behalf of IBP in certain jurisdictions in the EEA (IBP and IEL together,
"Investec"), is regulated in Ireland by the Central Bank of Ireland. Goodbody
Stockbrokers UC, trading as Goodbody ("Goodbody", and together with Investec,
the "Joint Bookrunners"), is authorised and regulated in Ireland by the
Central Bank of Ireland and is authorised and regulated in the United Kingdom
by the FCA. The Joint Bookrunners are acting exclusively for the Company and
no one else in connection with the Placing, the contents of this Announcement
or any other matters described in this Announcement. Neither Joint Bookrunner
will regard any other person as its client in relation to the Placing, the
content of this Announcement or any other matters described in this
Announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Placing, the
content of this Announcement or any other matters referred to in this
Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Bookrunner or by any of its affiliates or any person
acting on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended does not
apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

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