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RNS Number : 8221U Novacyt S.A. 02 March 2026
Not to be distributed, directly or indirectly, in the United States,
Australia, New Zealand, Canada, Japan, or South Africa, or any other
jurisdiction in which the availability of the Offer (and any other transaction
contemplated in connection therewith) would violate any applicable law or
regulation (each a "Restricted Jurisdiction").
The information contained within this announcement is deemed by Novacyt S.A.
to constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this announcement via
Regulatory Information Service, this inside information is now considered to
be in the public domain. Please see the important notice at the end of this
announcement.
This announcement is not a prospectus.
Novacyt S.A.
("Novacyt", the "Company" or the "Group")
Preferential Subscription Rights Issue to raise up to €784,736
· Capital increase with maintained Preferential Subscription Rights in
the amount of €784,736
· Subscription commitments in the amount of €605,826 representing
more than 75% of the planned capital increase
· Subscription price: €0.40 per New Share
· Subscription ratio: 1 New Share for 36 Existing Shares
· Subscription period for Preferential Subscription Rights for
Shareholders: from 6 March 2026 to 17 March 2026 inclusive
Paris, France, and Manchester, UK - 2 March 2026 - Novacyt S.A. (EURONEXT
GROWTH: ALNOV; AIM: NCYT), an international molecular diagnostics company with
a broad portfolio of integrated technologies and services, announces that it
is undertaking a rights issue, enabling Shareholders to elect to acquire New
Shares in the Company at a price of €0.40 per Share on the basis of 1 New
Share for every 36 Existing Shares to raise up to €784,736 (the "Offer").
Shareholders who hold their Shares in CREST Depository Interests ("CDIs")
should note the instructions below in the section "Information for CDI
Holders".
Shareholders will receive one Preferential Subscription Right for each
Existing Share held as at close of business on 3 March 2026.
36 Preferential Subscription Rights will entitle the holder to subscribe for 1
New Share.
The Preferential Subscription Rights will trade on the Euronext Growth Paris
from 4 March 2026 to 13 March 2026. Potential investors may therefore acquire
Preferential Subscription Rights in the market in order to apply for New
Shares.
The Preferential Subscription Rights will not be admitted to trading on AIM.
Background to and purpose of the capital increase
The capital raise gives the opportunity to existing Shareholders to
participate in an equity raise following the completion of the acquisition of
Southern Cross Diagnostics Pty Ltd ("SCD") as previously announced
(https://www.londonstockexchange.com/news-article/NCYT/acquisition-of-southern-cross-diagnostics/17471277)
.
As part of the SCD acquisition the previous owner via his trust (Ardenna PTY
LTD) has committed to subscribe for up to 1,196,315 New Shares at €0.40 per
Share representing a subscription amount of up to €478,526.
Certain members of the Novacyt Board have also committed to subscribe for up
to 318,250 New Shares at €0.40 per Share representing a subscription amount
of up to €127,300.
These subscription commitments will be triggered if the subscriptions received
under the basic entitlements (souscriptions à titre irréductible) or under
the excess application facility (souscriptions à titre réductible) represent
less than 100% of the Offer.
Financial update
Update on revenue and cash position for the 2025 financial year (unaudited)
As announced on 21 January 2026, Group statutory revenue for FY 2025 is
expected to be c. £20.0m (FY 2024: £19.6m), in line with market expectations
of £19.8m. Underlying Group revenue grew by c.4% (5% on a constant currency
basis), excluding the impact of the Taiwan service laboratory divestment.
The Clinical segment of the Company's business delivered sales of £13.8m, (FY
2024: £13.5m), representing growth of 3%, driven by the acquisition of a new
strategic customer in the APAC region. Within this segment NIPT technologies
was up over 10% year-on-year.
The Instrumentation segment delivered more than 25% growth in sales to £2.5m,
(FY 2024: £2.0m) predominantly driven by the LightBench® Discover instrument
and the RUO (Research Use Only) segment declined year-on-year by c. 10% to
£3.7m (FY 2024: £4.2m), as a result of reduced sales of the Primerdesign
catalogue of products.
Regionally APAC delivered the highest year-on-year growth of c. 10% achieving
sales of £5.5m, driven by the continued strong demand for the Company's
Reproductive Health range of products, followed by the Americas region
delivering growth of c. 8%.
The Group maintained sequential half-year growth over three consecutive
periods, with revenue rising from £9.6m in H2 2024 to £10.2m in H2 2025 and
EBITDA losses will at least meet, or show an improvement to, market
expectations, as a result of careful cost management.
The cash position at 31 December 2025 was £19.2m (30 June 2025: £23.8m).
The figures above are unaudited as the Company progresses through its year end
audit, and full audited financial results are expected to be published by the
end of April 2026.
For further information please refer to the announcement issued on 21 January
2026
(https://www.londonstockexchange.com/news-article/NCYT/full-year-trading-update/17422568)
.
(https://www.londonstockexchange.com/news-article/NCYT/full-year-trading-update/17422568)
Use of proceeds of the Offer
The maximum proceeds receivable by the Company (before expenses) under the
Offer is approximately €784,736.
The proceeds received pursuant to the issue of the New Shares will strengthen
the Company's balance sheet.
Expenses relating to the Offer are estimated at approximately €205,000,
representing 26% of the gross proceeds in case the Offer is 100% complete.
Depending on the take-up of the Offer, the estimated net proceeds are as
follows:
Gross proceeds Fees and expenses Net proceeds
If the Offer is limited to commitments (77.2%) €605,826 €205,000 €400,826
If the Offer is 100% complete €784,736 €205,000 €579,736
Impact of the transaction in terms of liquidity risk, management and financing
horizon
The Directors, at the time of making the Offer, consider that the Group has
adequate resources to continue in operational existence for the foreseeable
future, being a minimum of 12 months, based on the most recently prepared cash
forecast presented to the Board of Directors.
These cash flow forecasts, which were discussed by the Board of Directors as
part of its usual work, are based in particular on the following assumptions:
- a positive cash balance on 31 December 2025 of €22.0m
- the business plan for the next 12 months
- the working capital requirements during this period
- the initial consideration for the acquisition of SCD €5.1m* paid
for from Novacyt's existing cash
- the schedule of financial debt exclusively composed of rental debts,
for an amount of €1.5m
*initial consideration for SCD is AUD $8.5m
As part of the acquisition of SCD, the agreement provides for the payment of
conditional earn-outs of up to AUD $16 million (~€9.6 million). The
earn-outs are conditional upon the achievement of SCD EBITDA targets for the
2026, 2027, 2028 and 2029 financial years. The first potential payment is
scheduled for May 2027. Achievement of these targets ensures that the Company
should be in a position to pay the earn-outs from cash generated by the
business.
Terms and conditions of the Offer
Share Capital Prior to the Offer
On the launch date of the Offer, Novacyt's share capital was made up of
70,626,248 fully subscribed and paid-up shares (hereinafter the "Existing
Shares"), with a par value of €1/15 each, listed on Euronext Growth Paris.
Share and PSR codes:
• Name: NOVACYT
• ISIN code and share ticker symbol: FR0010397232 - ALNOV
• PSR ISIN code: FR0014016HB3
• Listing venue: Euronext Growth Paris
• LEI code: 213800BWAC2BF295EG28
Legal framework of the Offer
At the Company's Extraordinary General Meeting held on 19 June 2025, a
resolution n°20 was passed which authorised the Board to carry out a capital
increase with preferential subscription rights for Shareholders (the
"Resolution").
The Board, at its meeting on 26 February 2026, resolved to use the delegation
of power contained in the Resolution to set the terms of the Offer.
Number of New Shares to be issued
A maximum of 1,961,840 New Shares.
A minimum of 1,471,380 New Shares (being 75% of the maximum Offer), must be
subscribed for in order for the Offer to proceed.
Extension Clause
None.
Subscription price of the New Shares
The price per Share, set at €0.40, must be fully paid up in cash. The price
has been set by the Board in accordance with the delegation of power granted
by the Resolution. The price reflects the volume-weighted average share price
on Euronext over the period between 2 February 2026 and 13 February 2026
inclusive, being 10 consecutive trading days.
No discount will be applied.
Opening and Closing Dates of the Subscription Period for the New Shares
From 6 March 2026 to 17 March 2026 inclusive.
Theoretical value of the PSR
Based on the closing share price on Friday 27 February 2026, the maximum
number of New Shares and the terms of the Offer, the theoretical value of a
Preferential Subscription Right is €0.0001.
The subscription price of €0.40 per New Share represents a discount of 0.62%
compared to the theoretical value of the share after detachment of the right.
Preferential Subscription Rights - basic entitlement (souscriptions à titre
irréductible)
Preferential Subscription Rights, entitling holders to subscribe for New
Shares, will be issued to Shareholders on the basis of one Preferential
Subscription Right for each Existing Share held as at close of business on 3
March 2026. In order to guarantee effective registration of the Existing
Shares on such date, orders for Existing Shares on the Euronext Growth Paris
market must be executed no later than 2 March 2026.
Holders of Preferential Subscription Rights may subscribe for all or part of
their basic entitlement (souscriptions à titre irréductible) under the
rights issue on the basis of 1 New Share for every 36 Existing Shares held,
i.e. 36 Preferential Subscription Rights entitle a Shareholder to subscribe
for 1 New Share.
Fractions will not be taken into account and will be disregarded.
Preferential Subscription Rights - excess application facility (souscriptions
à titre réductible)
Holders of Preferential Subscription Rights may also apply to subscribe for
additional New Shares over and above their basic entitlement.
Subscriptions under the excess application facility are subject to reduction
'pro-rata' in the event of the Offer being oversubscribed. Any New Shares not
subscribed for by holders of Preferential Subscription Rights under their
basic entitlements will be allocated to holders of Preferential Subscription
Rights who apply for additional New Shares under the excess application
facility.
In the event that the Offer is oversubscribed, any scaling back of excess
applications will in the first instance be pro rata to the Preferential
Subscription Rights held by the Shareholders making the excess applications,
and thereafter pro rata to the number of New Shares applied for pursuant to
the excess application facility.
The results of the Offer, including the number of New Shares issued under the
excess application facility, will be announced by the Company on Euronext
Growth Paris and AIM on 20 March 2026.
Exercise of Preferential Subscription Rights
At close of business on 3 March 2026, Shareholders will receive 1 Preferential
Subscription Right for each Existing Share held (i.e. a maximum of 70,626,248
Preferential Subscription Rights will be issued).
Fractions will be disregarded. 36 Preferential Subscription Rights will
entitle the holder to subscribe for 1 New Share at the price of €0.40 per
New Share.
The Preferential Subscription Rights may only be exercised up to a number of
Preferential Subscription Rights allowing the subscription of a whole number
of New Shares. Holders of Preferential Subscription Rights who do not own, on
an irreducible basis, a sufficient number of Existing Shares to obtain a whole
number of New Shares must purchase on the Euronext Growth® market in Paris
the number of Preferential Subscription Rights necessary to subscribe for a
whole number of New Shares.
Fractional PSR may also be sold on the Euronext Growth market in Paris during
the Preferential Subscription Rights listing period.
To exercise their Preferential Subscription Rights, Shareholders will have to
make a request to their authorised broker and pay the corresponding
subscription monies.
Preferential Subscription Rights must be exercised before the end of the
Subscription Period, after which time they will lapse. The Subscription Period
will run from 6 March to 17 March 2026 inclusive.
Free Subscription Requests - unrestricted subscriptions (souscriptions à
titre libre)
In addition to the possibility of subscribing under the basic entitlements
(souscriptions à titre irréductible) or under the excess application
facility (souscriptions à titre réductible), in accordance with the terms
and conditions specified above, any individual or legal entity, whether
holding Preferential Subscription Rights or not, may submit a free
subscription request (souscriptions à titre libre) in connection with this
capital increase.
Persons wishing to subscribe outside the Preferential Subscription Rights
procedure must submit their request to their authorised financial intermediary
at any time during the subscription period and pay the corresponding
subscription price.
In accordance with the provisions of Article L.225-134 of the French
Commercial Code, unrestricted subscriptions (souscriptions à titre libre)
will only be taken into account if subscription made under the basis
entitlements (souscriptions à titre irréductible) or under the excess
application facility (souscriptions à titre réductible) have not absorbed
the entire capital increase, it being specified that the Board will have the
option of freely allocating unsubscribed shares, in whole or in part, among
the persons (shareholders or third parties) of its choice who have made
unrestricted subscription requests (souscriptions à titre libre). In the
United Kingdom, free subscription requests will only be permitted to the
extent any such request is received by an individual or legal entity falling
within an exemption to The Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005. Persons in the United Kingdom are directed to the
'important notice' section at the end of this announcement for further
information.
Trading of Preferential Subscription Rights
Preferential Subscription Rights will be traded on Euronext Growth Paris from
4 March to 13 March 2026 inclusive, under ISIN code FR0014016HB3.
Preferential Subscription Rights must be exercised before the end of the
Subscription Period, after which time they will lapse and their value will be
nil.
The Preferential Subscription Rights will not be admitted to trading on AIM.
Preferential Subscription Rights Detached from Treasury Shares Held by the
Company
Pursuant to Article L.225-206 of the French Commercial Code, the Company may
not subscribe for its own shares.
The Preferential Subscription Rights detached from the treasury shares held by
the Company on 3 March 2026 will not be exercised and, should the Preferential
Subscription Rights not be sold in accordance with Article L.225-210 of the
French Commercial Code, will lapse at the end of the Subscription Period.
Limitation on the Amount of the Capital Increase
Pursuant to Article L. 225-134 of the French Commercial Code, the capital
increase may be limited to the number of subscriptions received, provided that
it represents at least 75% of the Offer.
Please note that the Company has obtained free subscription commitments for
over 75% of the amount of the Offer. Please refer to the "Subscription
Commitments" paragraph below.
Paying Agents - Subscription Payments
Subscriptions for New Shares and payments of funds by shareholders whose
shares are held in administered registered or bearer form will be received
until 17 March 2026 (inclusive), by their authorised intermediary.
Subscriptions for New Shares and payments of funds by shareholders whose
shares are held in registered form will be received free of charge until 17
March 2026 (inclusive), by CIC.
For more information, please refer to the "Payment" paragraph below.
Investment Restrictions
The sale of the New Shares and Preferential Subscription Rights may be subject
to specific regulations in certain countries.
For more information, please refer to the "Important notice" paragraph below.
Guarantee
The Offer will not be subject to a performance guarantee within the meaning of
Article L.225-145 of the French Commercial Code. Trading in the New Shares
will therefore only begin once settlement and delivery have been completed and
the depositary's certificate has been issued.
It should be noted, however, that the Company has received subscription
commitments representing 75% the amount of this Offer.
Subscription and Guarantee Commitments
Subscription commitments of the members of the Company's shareholders,
administrative, management and supervisory bodies.
From existing Shareholder
The Company has received an unconditional and irrevocable subscription
commitment for €10,000 from Mr. Jean-Pierre Crinelli, member of the Board
and existing Shareholder. As an existing Shareholder, he will subscribe under
the basic entitlement (souscriptions à titre irréductible) and/or under the
excess application facility (souscriptions à titre réductible).
The Company has not been informed of any other commitments to subscribe for
New Shares on the part of the existing Shareholders.
From other members of the Board
The Company has received unconditional and irrevocable subscription
commitments for a total of €117,300 from members of the Board that are
non-Shareholders.
Board Member Commitment Amount (Euro)
Dr John Brown CBE (1) 57,500
Juliet Thompson 11,500
Dr Ian Gilham (2) 11,500
Lyn Rees 28,750
Dr Joanne Mason 8,050
Total 117,300
(1) via the company The Blackford Pension Fund that he controls
(2) via the company Stowheath Ltd that he controls
The subscription commitments made by the members of the Board of Directors
were reviewed in accordance with applicable governance rules. The directors
concerned abstained from participating in discussions relating to their
commitments. These commitments were reviewed by the other members of the
Board, without personal interest, in the corporate interest of the Company. In
this regard, one member of the Board of Directors recused himself from any
participation in the capital increase (in accordance with AIM requirements) in
order to be able to independently assess the share price and subscription
terms.
Other commitments
Subscription Commitments received from non-Shareholder
The Company has received an unconditional and irrevocable subscription
commitment for a total of €478,526 from a non-Shareholder, being Ardenna PTY
LTD, as described in the 'Background to and Purpose of the Capital Increase'
section above.
Assuming a 100% allocation of its subscription request, Ardenna PTY LTD would
hold 1.6% of the Company's share capital and voting rights.
At the end of the subscription period if the subscriptions received under the
basic entitlements (souscriptions à titre irréductible) or under the excess
application facility (souscriptions à titre réductible) represent less than
100% of the Offer, the Board will have, in accordance with Article L. 225-134
of the French Commercial Code, the option of freely allocating unsubscribed
New Shares, in whole or in part, among the persons (shareholders or third
parties) of its choice who have made subscription commitments.
Guarantee Commitments
The Company has not received any guarantee commitments.
In total, the subscription commitments account for €605,826 and represent
77.2% of the Offer.
No related governance agreement has been signed with any of these investors.
Related Party Transactions
The potential issuance of up to a maximum of 318,250 New Shares to the
Directors, constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules, by virtue of their status as Directors of the Company. Accordingly,
the independent director for the purposes of the related party transactions,
Steve Gibson, having consulted with the Company's nominated adviser, SP Angel,
considers the terms of the potential Directors' participation in the Offer to
be fair and reasonable in accordance with AIM Rule 13 insofar as the
Shareholders are concerned.
Commitments to Retain Shares and Abstain from Trading
Ardenna PTY LTD has agreed to hold its Shares for a minimum of 12 months,
after which orderly market rules will apply for six months.
Abstention commitments from the Company
None.
Settlement and Delivery of the New Shares
Based on the indicative timetable, the date scheduled for the issue of the New
Shares is 24 March 2026.
Characteristics of the New Shares
Dividend rights: The New Shares will rank pari passu with the Existing Shares
and application will be made for the New Shares to be admitted to trading on
Euronext Growth Paris.
Listing of the New Shares: Application will be made for the New Shares to be
listed on the Euronext Growth market in Paris on 24 March 2026. They will not
be listed until the depositary's certificate of deposit has been issued by
CIC.
They will be admitted on the same listing line as the Existing Shares (ISIN
code: FR0010397232; ticker: ALNOV), and will be fully fungible with them upon
admission to trading.
Application will also be made for the New Shares to be admitted to trading on
AIM under the same ISIN as the Existing Shares (ISIN code: FR0010397232;
ticker: NCYT).
Impact of the issue on consolidated equity per Share
For indicative purposes only, the impact of the issue of New Shares on the
proportion of equity per Share (calculations made on the basis of the Group's
consolidated equity, excluding earnings since 1 July 2025, as of the date of
this announcement, and the number of Shares of 70,626,248 comprising the share
capital of the Company as of that date), subject to potential adjustments with
a view to protecting the holders of securities giving access to the capital,
is as follows:
Consolidated equity per Share (1)(2)
Before issue €0.67
After issue of maximum number of New Shares €0.66
After issue of New Shares limited to the commitment's subscriptions (77,2%) €0.67
(1) based on consolidated equity as of 30 June 2025 plus transactions
carried out and excluding results since 1 July 2025 (see "Update on the
financial position" below);
(2) it being specified that the Company has not issued any security giving
access to share capital.
Impact of the issue on Shareholders
For indicative purposes only, the impact of the issue of New Shares on a
Shareholder holding 1% of the issued share capital of the Company prior to the
Offer and not subscribing for any New Shares (calculations made on the basis
of the number of Shares comprising the share capital as of the date of this
announcement, i.e. 70,626,248 Shares) would be as follows:
Percentage of issued share capital
Before issue 1.00%
After issue of the maximum number of New Shares 0.97%
After issue limited to the commitment's subscriptions (77.2%) 0.98%
Important information
This Offer does not give rise to a Prospectus approved by the AMF. Nor does
this announcement constitute, or form part of, a prospectus or a prospectus
equivalent document approved by the Financial Conduct Authority ("FCA").
Indicative Timetable for the Offer
Any changes to the indicative timetable set out below will be notified by the
Company through a Regulatory Information Service.
Monday 2 March · Publication of this announcement
· Publication of a notice in the BALO
· Publication by Euronext Growth® Paris of the market notice (CIC)
Tuesday 3 March · Record date, after which Shareholders whose Shares are recorded in
their securities account will be entitled to receive PSRs (Preferential
Subscription Rights)
Wednesday 4 March · Detachment (before market open) of PSRs
· Admission and start of trading of PSRs on Euronext Growth® Paris
Friday 6 March · Opening of the subscription period for New Shares
· Start of the exercise period for PSRs
Friday 13 March (after market close) · End of the PSR trading period
Tuesday 17 March (after market close) · Closing of the subscription period for New Shares
· End of the PSR exercise period
Thursday 19 March · Company receives subscription results
· Board of Directors' decision on the final terms, particularly
concerning the provisions of Article L. 225-134 of the French Commercial Code
Friday 20 March · Publication of a Company press release announcing the subscription
results (7 a.m. UK, 8 a.m. France)
· Publication by Euronext Growth® Paris of the notice of admission for
the New Shares, indicating the final amount of the Capital Increase and the
allocation scale for over-subscriptions
Tuesday 24 March · Issuance of New Shares
· Admission of New Shares to trading on Euronext Growth® Paris
· Admission of New Shares to trading on AIM
· Confirmation of the completion of the Capital Increase
UK investors who hold their Novacyt positions via CREST Depository Interests
(CDIs), and who will therefore receive PSRs in CDI form, should refer to their
broker or nominee to confirm the applicable deadline for submitting
subscription elections.
Subscription procedure
The capital increase will be carried out with maintained shareholders' PSRs,
with the option to subscribe for Shares on a non-reducible basis
(souscriptions à titre irréductible), on a reducible basis (souscriptions à
titre réductible) and on an unrestricted basis (souscriptions à titre
libre).
You are a Shareholder of the Company
Basic entitlement (souscriptions à titre irréductible): Preferential
Subscription Rights will be issued to Shareholders on the basis of one
Preferential Subscription Right for each Existing Share held as at close of
business on 3 March 2026. In order to guarantee effective registration of the
Existing Shares on such date, orders for Existing Shares on the Euronext
Growth Paris market must be executed no later than 2 March 2026.
The Preferential Subscription Rights will give Shareholders the right to
subscribe for New Shares at the ratio of 1 New Shares for 36 Preferential
Subscription Rights.
Trading Preferential Subscription Rights: you may also buy or sell the number
of Preferential Subscription Rights on Euronext Growth Paris enabling you to
reach the ratio necessary to obtain a whole number of New Shares.
Excess Application Facility (souscriptions à titre réductible): You can
also, in addition to your basic entitlement subscription made using your
Preferential Subscription Rights, apply under the excess application facility
no later than 17 March 2026 (inclusive) for any additional number of New
Shares, by sending your request, together with your subscription request for
your basic entitlement, to your authorised broker. Any New Shares not
subscribed for by holders of Preferential Subscription Rights under their
basic entitlements will be allocated to holders of Preferential Subscription
Rights subscribing for additional New Shares.
Applications for additional New Shares under the excess application facility
are subject to scaling back on a pro rata basis according to the number of
Preferential Subscription Rights held in the event that the Offer is
oversubscribed. Any scaling back of excess applications will in the first
instance be pro rata to the Preferential Subscription Rights held by the
Shareholders making the excess applications, and thereafter pro rata to the
number of New Shares applied for pursuant to the excess application facility;
ISIN code of the Preferential Subscription Rights: FR0014016HB3.
Rights of withdrawal: There is no right of withdrawal once a holder of
Preferential Subscription Rights has exercised their right to acquire their
basic entitlement for New Shares (souscriptions à titre irréductible) or
made an application for New Shares under the excess application facility
(souscriptions à titre réductible).
Unrestricted subscriptions (souscriptions à titre libre)
In addition to the subscriptions made by means of the Preferential
Subscription Rights you hold, you may also subscribe on an unrestricted basis
(souscriptions à titre libre) no later than 17 March 2026 (inclusive)
(however, your subscription will only be taken into account if (i) the
operation has not already been fully subscribed by holders of Preferential
Subscription Rights or (ii) your unrestricted subscription (souscriptions à
titre libre) has been reduced in whole or in part by a decision of the
Board), the number of New Shares you wish, by sending your request, at the
same time as your non-reducible subscription request, through your authorised
financial intermediary.
You are not a Shareholder of the Company
You can subscribe in two ways:
- Either by acquiring Preferential Subscription Rights on the
stock market from 4 March 2026 to 13 March 2026, through the financial
institution in charge of your securities account, and exercising your
Preferential Subscription Rights through that institution no later than 17
March 2026 (inclusive).
- Or by subscribing on an unrestricted basis (souscriptions à
titre libre) until 17 March 2026. Persons wishing to subscribe on an
unrestricted basis should contact their authorised financial intermediary and
note the information in the 'important notice' section below.
Payment
Each subscription must be accompanied by payment of the subscription price, in
cash.
Subscriptions for New Shares and payments of funds by Shareholders whose
Shares are held in administered registered or bearer form will be received
until 17 March 2026 (inclusive), by their authorised intermediary.
Subscriptions for New Shares and payments of funds by Shareholders whose
Shares are held in pure registered form will be received free of charge until
17 March 2026 (inclusive), by CIC.
Each subscription must be accompanied by a deposit. Subscriptions for which
payments have not been made will be cancelled ipso jure, without the need for
formal notice.
Amounts paid at the time of subscription and remaining available after the
allocations will be reimbursed without interest to the subscribers by the
authorised intermediaries who will have received them.
The indicative settlement and delivery date for the New Shares is 24 March
2026, in accordance with the provisional timetable set out above.
Information for CDI Holders
CREST depository interest (CDI) holders who are registered as holding CDIs on
3 March 2026 will receive one Preferential Subscription Right for each CDI
held at that date.
36 Preferential Subscription Rights will entitle holders to apply for 1 New
Shares (represented by CDIs).
Holders of CDIs will not receive Preferential Subscription Rights directly.
Euroclear Bank holds certain Existing Shares on behalf of the CREST Depository
and, accordingly, will receive Preferential Subscription Rights. Euroclear
Bank will pass on the Preferential Subscription Rights in the form of
representative instruments to the CREST Depository which will in turn issue
Preferential Subscription Rights in the form of CDIs to CDI Holders in
accordance with the terms of the Deed Poll.
CDI Holders who wish to exercise all or part of their entitlements in respect
of Preferential Subscription Rights in CREST must send (or, if they are CREST
sponsored members, procure that their CREST sponsor sends) a USE Instruction
to Euroclear UK which, on its settlement, will have the following effect:
· the crediting of rights to the account of the CREST Depository under
the participant ID and member account ID with the number of Preferential
Subscription Rights to be taken up; and
· the creation of a settlement bank payment obligation (as defined in
the CREST Manual), in accordance with RTGS payment mechanism (as defined in
the CREST Manual), in favour of the RTGS settlement bank of the CREST
Depository in respect of the full amount payable on the exercise of the
Preferential Subscription Rights referred to above.
A USE Instruction may also be used to subscribe for additional New Shares
under the excess application facility as described above.
CDI Holders should note that Euroclear UK does not make available special
procedures in CREST for any particular corporate action. Normal system timings
and limitations will therefore apply in relation to the input of a USE
Instruction and its settlement in connection with the Offer. It is the
responsibility of the CDI Holder concerned to take (or, if the CDI Holder is a
CREST sponsored member, to procure that his CREST sponsor takes) the action
necessary to ensure that a valid acceptance is received by such time as set
out by the CDI Holder's broker.
CDI Holders who wish to exercise all or part of their entitlements in respect
of, or otherwise to transfer all or part of, their Preferential Subscription
Rights held by them in CREST should refer to the CREST Manual as published by
Euroclear UK from time to time for further information on the CREST procedures
referred to above. CDI Holders who are CREST sponsored members should consult
their CREST sponsor if they wish to exercise their entitlement as only the
CREST sponsor will be able to take the necessary action to exercise such
holder's entitlement or otherwise to deal with such holder's Preferential
Subscription Rights.
The Preferential Subscription Rights may be traded on Euronext Growth Paris as
described above. The Preferential Subscription Rights are not being admitted
to trading on AIM. Any trades of Preferential Subscription Rights may be
settled in CREST where applicable. The Preferential Subscription Rights
constitute a separate security for the purposes of CREST and can accordingly
be transferred, in whole or in part, by means of CREST in the same manner as
any other security that is admitted to CREST.
Following completion of the Subscription Period, CDI Holders who have
exercised their Preferential Subscription Rights will receive CDIs
representing New Shares to be credited to the relevant CREST account. The New
Shares will be freely transferable and are expected to be admitted to trading
on AIM on 24 March 2026.
If you have any questions on the procedure for acceptance and payment in
respect of Preferential Subscription Rights held in the form of CDIs in CREST,
you should contact Euroclear UK on 0845 9645 648 (if calling from the UK) or
+44 20 7849 0199 (if calling from outside the UK) during normal office hours.
Please note that the CREST Depository cannot provide financial advice on the
merits of the Offer or as to whether you should exercise your Preferential
Subscription Rights.
Neither the Company nor its agents accept any responsibility for the actions
of the CREST depositary or any broker, nominee, or other intermediary through
whom the CDIs are held. CDI holders are advised to consult their broker or
nominee regarding the procedures and deadlines applicable to the exercise or
sale of their rights.
The Company reserves the right to treat as lapsed any rights not exercised
within the prescribed time limits.
No action has been taken to permit the offering of Preferential Subscription
Rights or New Shares in any jurisdiction other than France. CDI Holders should
consult their own advisers as to their eligibility to participate in the
transaction.
Risk factors
Please see pages 64 to 71 of the Annual Report and Accounts for the year ended
31 December 2024 issued in June 2025, for a list of principal risks and risk
management facing the Company and its business.
In addition to the other information set out in this document and the risks
outlined in the 2024 Annual Report and Accounts, the risks described below
should be carefully considered by investors prior to subscribing for New
Shares.
The risks set out below are those risks which the Directors consider to be
material to the capital increase as at the date of this document. There may be
additional risks that the Directors do not currently consider to be material
or of which the Directors are not aware, which may affect the Group's
financial condition, performance, prospects, results and/or the price of the
New Shares.
An investment in the New Shares involves a number of risks, many of which are
inherent in the Company's business and could be significant. Investors
considering an investment in the Preferential Subscription Rights/the New
Shares should carefully review the information contained in this announcement,
the 2024 Annual Report and Accounts, and in particular, the risk factors
described below. The following description of risk factors is based on
information known and assessed on the date of this announcement and is not
necessarily exhaustive.
Potential investors should also refer to the Company's AIM Admission Document,
available on its website, which contains a section on risk factors which
continue to apply to the Company. Potential investors should note that the
order in which the risk factors are presented does not reflect the probability
of their realisation or order of importance. Should one or more of the risk
factors described herein materialise, it could have a material adverse effect
on the Company's business, financial condition and results of operations. The
Company also faces many of the risks inherent in its industry and additional
risks not currently known or not currently deemed material could also have a
material adverse effect on the Company's business, financial condition and
results of operations. The market price of the New Shares could decline due to
the realisation of any of these risks, and investors could lose a part or all
of their investment.
In accordance with Article L.411-2-1 1° of the Monetary and Financial Code
and Article 211-3 of the General Regulations of the French Financial Markets
Authority (AMF), the Company is not required to publish a prospectus in
connection with the capital raise. Consequently, the risk factors described in
the 2024 Annual Report and Accounts and this announcement do not contain all
the information that a potential investor would receive, if it were a
prospectus.
Before making their investment decision, investors should also read the risks
described in the Company's 2025 interim activity report, available on the
Novacyt website.
Risks relating to the capital increase
The market price of the Shares is subject to volatility, and the Company
cannot guarantee investors will realise their investment.
In particular, investors are advised to consider the specific risks associated
with the Capital Increase:
· The market for Preferential Subscription Rights may offer only
limited liquidity and be subject to significant volatility,
· The market price of the Shares may, in addition to being affected by
the Group's actual or forecast fluctuate significantly as a result of market
factors beyond the Group's control, including among others:
- changes in market perceptions as to the Group's performance;
- macroeconomic and political instability;
- fluctuations in market prices and volumes and general market
volatility; and
- the introduction of new legislation or regulation affecting the
Group's operations.
Any or all of these events could result in a material decline in the market
price of the Shares, regardless of the actual performance of the Group, and
the market price of the Shares could fall below the subscription price for the
New Shares. Shareholders should be aware that the value of the Shares may go
down as well as up and may not reflect underlying asset values or prospects of
the Group.
· In the event of a decline in the Company's share price, the
Preferential Subscription Rights may consequently lose their value.
Trading of the Shares during the Subscription Period may reduce the price of
the Shares
Shares will continue to trade on the market during or after the Subscription
Period and this could have an unfavourable impact on the market price of the
Shares.
Investors will not benefit from certain protections associated with regulated
markets
In the UK the New Shares will be admitted to AIM rather than the Official
List. AIM is less stringently regulated than the Official List and does not
offer the same level of protection. An investment in shares traded on AIM
therefore may carry a higher risk.
Issuance of the New Shares could dilute the existing Shareholders' ownership
share in the Company and lower the share price of the Company
If existing Shareholders do not subscribe for New Shares, their capital and
voting rights will be diluted. The issuance or sale of the New Shares could
also have an adverse effect on the market price of the Shares and on the
Company's ability to raise funds through future share issues.
Further issue of capital could dilute the Shareholders' ownership share
further
The Company may require additional funds to respond to enable future
acquisitions, expansion activity and/or business development, and/or respond
to business challenges and enhance existing products. Accordingly, the Company
may need to engage in equity or debt financings to secure additional funds.
Any further share or rights issue to which existing Shareholders are unwilling
or unable to participate in pro rata to their existing ownership share may
dilute their ownership even further and any new equity securities could have
rights, preferences and privileges superior to those of existing Shareholders.
In addition, the Company may not be able to obtain additional financing on
terms favourable to it, if
at all. If the Company is unable to obtain adequate financing or financing on
terms satisfactory to it, when required, its ability to continue to support
its business growth and to respond to business challenges could be
significantly limited or could affect its financial viability.
Non-completion of the issue in the event of insufficient subscriptions and
limited capital raising
The Offer is not the subject of an underwriting agreement and may not be
completed if the threshold of 75% of the amount of the Offer is not reached.
Lack of Liquidity and Market for the Shares
The price at which the New Shares are traded and the price at which investors
may realise their investment are influenced by a large number of factors, some
specific to the Company and its operations and some which may affect quoted
companies generally. Admission to AIM and Euronext Growth Paris does not imply
that there will be a liquid market for the New Shares. Consequently, the price
of the New Shares may be subject to fluctuation on small volumes of shares,
and the New Shares may be difficult to sell at a particular price.
In addition, the Company cannot guarantee investors that the New Shares will
always continue to be traded on AIM or Euronext Growth Paris. If such trading
were to cease, certain investors may decide to sell their shares, which could
have an adverse impact on the price of the New Shares. Additionally, if in the
future the Company decides to obtain a listing on another exchange in addition
to or as an alternative to AIM and Euronext Growth Paris, the level of
liquidity of the Shares could decline.
Risk relating to the CDIs
Exercise of rights
CDI Holders will have an ability to exercise rights in respect of the
Preferential Subscription Rights and consequently the New Shares but will not
be the holders thereof. The rights of CDI Holders are governed by arrangements
between CREST and Euroclear UK and any exercise of the rights relating to the
Preferential Subscription Rights will only be exercisable indirectly in
accordance with such arrangements. These rights are different from those of
holders of Shares, including with respect to receipt of information, receipt
of dividends or other distributions, the exercise of voting rights and
attending general meetings. As a result, it may be more difficult for CDI
Holders to exercise those rights, which may result in CDI Holders not
exercising them at all. Shareholders are referred to the section in the
Company's Admission Document relating to CDIs.
Fluctuations in currency exchange rates
The Existing Shares and the New Shares are priced in euros and will be quoted
and traded in euros. CDIs are denominated in sterling and as such CDI Holders
subject to risks arising from adverse movements in the value of pound sterling
against euros, which may reduce the value of the Shares.
Risk due to the arbitrage between Euronext Growth Paris and AIM
Although the ISIN code for the New Shares is the same on Euronext Growth Paris
and AIM and the New Shares will be fungible between such markets, the New
Shares may not trade at the same price on both Euronext Growth Paris and AIM
due to different investor sentiments, liquidity levels, transaction costs,
taxation rates and foreign exchange rates, particularly between France and the
UK, the countries which host Euronext Growth Paris and AIM respectively.
Documents on display
All of the Company's corporate documents that must be made available to
Shareholders under French law can be inspected at the Company's headquarters.
The Company reports its financial results in accordance with the requirements
of applicable law and regulation. All communications are presented on its
website.
For further information, please refer to www.novacyt.com
(http://www.novacyt.com/) .
Contacts
Novacyt SA https://novacyt.com/investors (https://novacyt.com/investors/)
Lyn Rees, Chief Executive Officer Via Walbrook PR
Steve Gibson, Chief Financial Officer
SP Angel Corporate Finance LLP (Nominated Adviser and Broker) +44 (0)20 3470 0470
Matthew Johnson / Charlie Bouverat (Corporate Finance)
Vadim Alexandre / Rob Rees (Corporate Broking)
Singer Capital Markets (Joint Broker) +44 (0)20 7496 3000
Phil Davies / James Fischer / Samed Ethemi
Allegra Finance (French Listing Sponsor) +33 (1) 42 22 10 10
e.galiatsatos@allegrafinance.com / y.petit@allegrafinance.com
Evelyne Galiatsatos / Yannick Petit
Walbrook PR (Financial PR & IR) +44 (0)20 7933 8780 or novacyt@walbrookpr.com
Paul McManus / Lianne Applegarth +44 (0)7980 541 893 / +44 (0)7584 391 303
Alice Woodings +44 (0)7407 804 654
About Novacyt Group (www.novacyt.com (http://www.novacyt.com) )
Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental.
The Company is divided into three business segments:
Clinical Broad portfolio of human clinical in vitro diagnostic products, workflows and
services focused on three therapeutic areas:
· Reproductive Health: NIPT, Cystic Fibrosis and other rapid aneuploidy
tests
· Precision Medicine: DPYD genotyping assay
· Infectious Diseases: Winterplex, multiplex winter respiratory PCR
panel
Instrumentation Portfolio of next generation size selection DNA sample preparation platforms
and rapid PCR machines, including:
· Ranger® Technology: automated DNA sample preparation and target
enrichment technology
· genesig q16 and q32 real-time quantitative PCR (qPCR) instruments
Research Use Only Range of services for the life sciences industry:
· Design, manufacture, and supply of high-performance qPCR assays and
workflows for use in human health, agriculture, veterinary and environmental,
to support global health organisations and the research industry
· Pharmaceutical research services: whole genome sequencing (WGS) /
whole exome sequencing (WES)
Novacyt is headquartered in Le Vésinet in France with offices in the UK
(Manchester), Singapore, the US and Canada and has a commercial presence in
over 65 countries. The Company is listed on the London Stock Exchange's AIM
market ("NCYT") and on the Paris Stock Exchange Euronext Growth ("ALNOV").
For more information, please refer to the website: www.novacyt.com
IMPORTANT NOTICE:
This announcement has been issued by and is the sole responsibility of the
Company.
References to times in this Announcement are to Paris time unless otherwise
stated.
This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Preferential Subscription
Rights or New Shares in any jurisdiction, including in or into the United
States or any other Restricted Jurisdiction, where the availability of the
Offer (and any other transactions contemplated in relation to it) would breach
any applicable laws or regulations. Accordingly, subject to certain
exceptions, the Offer is not being made in a Restricted Jurisdiction and this
announcement will not constitute an offer, or an invitation to apply for, or
an offer or an invitation to subscribe for or acquire any Preferential
Subscription Rights or New Shares in a Restricted Jurisdiction. No action has
been taken by the Company, or SP Angel that would permit an offer of the
Preferential Subscription Rights or New Shares or possession or distribution
of this announcement or any other publicity material relating to such
Preferential Subscription Rights or New Shares in any jurisdiction where
action for that purpose is required. Persons receiving this announcement are
required to inform themselves about and to observe any such restrictions.
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.
The distribution of this announcement and the offering, transfer or
acquisition of Preferential Subscription Rights or New Shares into
jurisdictions other than the United Kingdom and France may be restricted by
law, and, therefore, persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure
to comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to certain
exceptions, this announcement, should not be distributed, forwarded to or
transmitted in or into a Restricted Jurisdiction. In the United Kingdom, to
the extent this announcement relates to free subscription requests, it is
directed only at (a) qualified investors within the meaning of paragraph 15 of
Schedule 1 to the Public Offers And Admissions To Trading Regulations 2024/105
who are also (i) persons 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) fall within
Article 49(2) of the Order (including certain high net worth companies,
unincorporated associations or partnerships and the trustees of high value
trusts, or other respective directors, officers or employees as described in
Article 49 of the Order), or (b) persons to whom it may otherwise be lawfully
communicated.
Recipients of this announcement should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
announcement. This announcement does not constitute a recommendation
concerning any investor's options with respect to the Offer. 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 Shareholder 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.
The Preferential Subscription Rights and the New Shares to which this
announcement relates (the "Securities") have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, renounced or delivered,
directly or indirectly, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offer of the Securities in the United States. Subject to
certain exceptions, the Securities may not be offered or sold in a Restricted
Jurisdiction or to, or for the account or benefit of, any national, resident
or citizen of such countries.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as nominated adviser to the
Company in relation to the Offer and is not acting for any other persons in
relation to the Offer. SP Angel is acting exclusively for the Company and for
no one else in relation to the matters described in this announcement and is
not advising any other person and accordingly will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SP Angel, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
The persons responsible for this announcement are Lyn Rees, Chief Executive
Officer and Steve Gibson Chief Financial Officer 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
SP Angel or by any of its affiliates or agents 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.
The New Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange and Euronext Growth Paris.
Forward-Looking Statements:
This announcement contains 'forward-looking statements' with respect to the
financial condition, results of operations and business of the Company and to
certain of the Company's plans and objectives with respect to these items.
Forward-looking statements are sometimes but not always identified by the use
of a date in the future or such words as 'anticipates', 'aims', 'due',
'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans',
'targets', 'goal', or 'estimates'. By their very nature forward-looking
statements are inherently unpredictable, speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that may
or will occur in the future. No representation or warranty is made that any
forward-looking statement will come to pass.
Neither the Company nor any other person (including SP Angel) intends to
update these forward-looking statements. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based unless required to do
so by applicable law or the AIM Rules for Companies.
You are advised to read this announcement in its entirety for a further
discussion of the factors that could affect the Company's future performance.
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 as a profit forecast.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained
within 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 New
Shares have been subject to a product approval process, which has determined
that the New 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 the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the New Shares may
decline and investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an investment
in the New 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.
For the avoidance of doubt, 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 New Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and determining appropriate
distribution channels.
Appendix
The following definitions apply throughout this announcement unless the
context requires otherwise:
"AIM" AIM, a market operated by the London Stock Exchange
"AMF" The Autorité des marchés financiers, the French financial markets regulator
"BALO" Le BALO, bulletin des annonces légales obligatoires, France's legal gazette
"Board" or "Directors" the board of directors of the Company
"CDIs" CREST Depository Interests, which represent an entitlement to Shares held
through a nominee service
"CDI Holder" a holder of CDIs
"CIC" Means CIC Services Assemblées Générales (6 avenue de Provence 75452 Paris
Cedex 09).
"CREST" the relevant system (as defined in the CREST Regulations) operated by
Euroclear UK (as defined in the CREST Regulations)
"CREST Depository" CREST Depository Limited
"CREST Regulations" the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755) and
any modification thereof or any regulations in substitution thereof for the
time being in force
"Deed Poll" the deed poll executed by CREST Depository Limited governing the CDIs
"Euroclear UK" Euroclear UK & Ireland Limited, the operator of CREST
"Euronext Growth Paris" Euronext Growth in Paris, a market dedicated to small and midcap companies
operated by Euronext
"Existing CDIs" the CDIs in issue as at close of business on 3 March 2026
"Existing Shares" the Shares in issue as at close of business on 3 March 2026 and, where the
context so requires, the Existing CDIs
"London Stock Exchange" London Stock Exchange plc
"New Shares" the new Shares and, where the context so requires the new CDIs, to be issued
pursuant to the Offer
"Offer" the offer to Shareholders of Preferential Subscription Rights on the basis of
one Preferential Subscription Right for every Existing Share held
"Preferential Subscription Rights" or "PSRs" rights to subscribe for New Shares on the basis of 1 New Share for every 36
Existing Shares held
"Resolution" the resolution passed at the Company's extraordinary general meeting on 19
June 2025 enabling the Company to increase its share capital by way of an
issue of preferential subscription rights
"Restricted Jurisdictions" United States, Australia, New Zealand, Canada, Japan, or South Africa, or any
other jurisdiction in which the availability of the Offer (and any other
transaction contemplated in connection therewith) would violate any applicable
law or regulation
"Shareholder" a holder of Shares and, where the context so requires, a CDI Holder
"Shares" ordinary shares of 1/15th of one Euro each in the share capital of the Company
"Subscription Period" the period during which Shareholders and CDI Holders may exercise their
Preferential Subscription Rights being: (i) from 6 March 2026 to 17 March 2026
inclusive for Shareholders; and (ii) as indicated by their broker for CDI
Holder's
"USE Instruction" an Unmatched Stock Event (USE) instruction (as defined in the CREST Reference
Manual)
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