REG - Nuformix PLC - Underwritten Open Offer
28/10/2025 07:00
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RNS Number : 0109F Nuformix PLC 28 October 2025
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HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE,
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ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF NUFORMIX
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
28 October 2025
Nuformix plc
("Nuformix" or the "Company")
Underwritten Open Offer at 0.2p per Open Offer Share to raise £228,081
Nuformix plc (LSE: NFX), a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing, announces
announces an underwritten Open Offer to raise approximately £228,081 (before
expenses) through the issue of 114,040,535 Open Offer Shares at an Issue Price
of 0.2p per Open Offer Share.
Under the Open Offer, all Qualifying Shareholders are entitled to subscribe
for Open Offer Shares at the Issue Price on the basis of:
2 Open Offer Shares for every 35 Ordinary Shares held on the Record Date.
The Issue Price of 0.2p per Open Offer Share represents a discount of
approximately 33.33 per cent. to the closing middle market price of 0.3p for
each Ordinary Share on 27 October 2025 (the latest practicable date prior to
this announcement).
The Open Offer is being underwritten in full by CMC Markets UK Plc who has
agreed to subscribe, in cash at the Issue Price, for all of the Open Offer
Shares which remain unsubscribed for by Qualifying Shareholders pursuant to
the Open Offer.
The Open Offer is only conditional upon the admission of the Open Offer Shares
to the Official List of the Financial Conduct Authority and to trading on the
Main Market of the London Stock Exchange. It is expected that Admission will
become effective and dealings in the Open Offer Shares will commence on 13
November 2025.
The Open Offer Shares will, when issued and fully paid, 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 after the date of
Admission. The Open Offer Shares will be issued pursuant to the authority
granted to the directors at the Annual General Meeting of the Company held on
20 March 2025.
The Open Offer is open for acceptance from now until 11.00 a.m. on 11 November
2025. Details of the Open Offer will be set out in a Circular to be sent to
shareholders later today. The Circular sets out the reasons for and further
details of the Open Offer, including its terms and conditions and risk
factors.
Extracts from the Circular, including the Open Offer's Expected Timetable of
principal events, are set out below in Appendix 1.
The above summary should be read in conjunction with the full text of this
announcement and the Circular. Unless defined otherwise, capitalised terms
used throughout this announcement shall have the meanings given to such terms
in the Definitions section below. References to paragraphs below refer to the
relevant paragraphs of the Circular and references to 'this Document' refer to
the Circular. References to numbered 'Parts' below refer to the relevant parts
of the Circular.
Your attention is drawn to the risk factors set out in Part II of the
Circular. Details of the action to be taken if you wish to subscribe for Open
Offer Shares are provided in Part III of the Circular.
The Circular will be posted to shareholders today and a copy of the Circular
will be shortly available on the Company's website:
https://nuformix.com/document-center/ (https://nuformix.com/document-center/)
Enquiries:
Nuformix plc
Dr Dan Gooding, Executive Director Via IFC Advisory
CMC Markets
Douglas Crippen +44 (0) 20 3003 8632
IFC Advisory Limited
Tim Metcalfe +44 (0) 20 3934 6630
Zach Cohen nuformix@investor-focus.co.uk
Open Offer - Expected Timetable of principal events
Record Date for the Open Offer 6:00 p.m. on 24 October 2025
Announcement of the Open Offer 7:00 a.m. on 28 October 2025
Existing Ordinary Shares marked "ex" by the London Stock Exchange 28 October 2025
Posting of Circular and Application Form 28 October 2025
Posting of Notice of the Open Offer in the London Gazette 29 October 2025
Basic and Excess Entitlements credited to stock accounts in CREST of 29 October 2025
Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Basic Entitlements and 4:30 p.m. on 5 November 2025
Excess Entitlements from CREST
Latest time for depositing Basic Entitlements and/or Excess Entitlements into 3:00 p.m. 6 November 2025
CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3:00 p.m. on 7 November 2025
market claims only)
Latest time and date for receipt of completed Application Forms and payment in 11:00 a.m. on 11 November 2025
full under the Open Offer or settlement of relevant CREST instruction (as
appropriate)
Expected date of announcement of results of the Open Offer 12 November 2025
Expected date for Admission and commencement of dealings of the Open Offer 8:00 a.m. on 13 November 2025
Shares
Expected date for the Open Offer Shares to be credited to CREST stock accounts 13 November 2025
Latest date for dispatch of definitive share certificates for Open Offer 20 November 2025
Shares
Notes:
(i) References to times in this Document are to London time (unless
otherwise stated).
(ii) If any of the above times or dates should change, the revised times
and/or dates will be notified by an announcement to an RIS.
Open Offer statistics
Issue Price 0.2 pence
Number of Existing Ordinary Shares in issue as at the date of this Document 1,995,709,368
Basis of the Open Offer 2 Open Offer Shares for every 35 Existing Ordinary Shares held
Number of Open Offer Shares expected to be issued pursuant to the Open Offer 114,040,535
Enlarged Share Capital immediately upon Admission of the Open Offer Shares 2,109,749,903
Percentage of the Enlarged Share Capital represented by the Open Offer Shares 5.41 per cent.
The gross proceeds from the Open Offer (approximately) £228,081
ISIN for Existing Ordinary Shares GB00BYW79Y38
ISIN for Basic Entitlements GB00BTNNT671
ISIN for Excess Entitlements GB00BTNNT788
Legal Entity Identifier (LEI) 2138003XG3H3I2J3BJ24
Website address https://nuformix.com/
Please refer to Appendix 1 below for further information
Appendix 1
The following is an extract from the letter from the Chairman set out in the
Circular, substantially in the same form.
1. Introduction
The Company is proposing to raise approximately £228,081 pursuant to the Open
Offer. The Open Offer is being made on a pre-emptive basis, allowing all
Qualifying Shareholders the opportunity to participate by subscribing for Open
Offer Shares at the Issue Price of 0.2 pence per Ordinary Share, pro rata to
their holdings of Existing Ordinary Shares. The purpose of this Document is to
set out the background to, and reasons for, the Open Offer and to provide
Qualifying Shareholders with details of its terms and conditions.
In addition, the Underwriter, CMC UK Markets plc, have agreed to subscribe, at
the Issue Price, for any Open Offer Shares not otherwise taken up by
Qualifying Shareholders pursuant to the Open Offer as explained further in
paragraph 5 below.
2. Background to and reasons for the Open Offer
Nuformix is a pharmaceutical development group targeting unmet medical needs
in fibrosis and oncology via a drug repurposing strategy. The Group aims to
use its expertise in discovering, patenting and subsequently developing novel
drug forms with improved physical properties, to develop new product
opportunities that are differentiated from the original product (by way of
dose, delivery route or presentation), thus creating new and attractive
commercial opportunities. Nuformix has an early-stage pipeline of preclinical
assets which the Directors believe has the potential for significant value and
early licensing opportunities.
Nuformix's small early-stage pipeline of preclinical assets aims to address
areas of high unmet medical need in fibrosis and oncology. The Group has
historically targeted product solutions using its expertise in discovering and
filing patent applications on novel crystalline forms of existing, marketed
drugs. The Group's proprietary drug forms have improved physical properties
that potentially offer solutions to historic limitations that have hindered
previous development efforts, with the aim of developing novel products, each
representing a commercial opportunity. Importantly, the envisaged commercial
opportunity is optimised when the repurposed product becomes differentiated
from the original marketed drug by way of either dose, route of administration
or presentation.
Drug repurposing is a well-known and successful strategy for enhancing the
therapeutic and commercial value of marketed drugs. Such development
approaches typically offer a greater probability of success compared to
developing newly discovered drugs, due to the existing safety and efficacy
data that has been generated on the marketed drug. The existence of this data
may also result in lower overall development costs and shorter development
timelines.
The Group's business model is to develop its lead programmes through key
technical value inflection points before partnering or licensing the
associated IP. The Group conducts research and development ("R&D")
activities through out-sourcing, to enable it to access the different types of
expertise that are needed for drug R&D and to minimise operational costs.
The Group has established a network of external contractors, with whom the
Group have developed relationships over many years. These external contractor
relationships span the development supply chain from pre-clinical to clinical
development and include well-known pharmaceutical industry contract research
and development organisations through to specialist organisations and
universities where more bespoke services are required, both using standard
terms and conditions or a negotiated contract agreement. The Group has
historically held collaborative research and development agreements with
numerous companies including Vectura Plc, Vistagen Inc., Benevolent AI and
most recently Oxilio Ltd.
NXP002 is the Group's preclinical lead asset and the current primary focus of
the Group. NXP002 is a potential novel inhaled treatment for Idiopathic
Pulmonary Fibrosis ("IPF"), Progressive Pulmonary Fibrosis ("PPF") and
possibly other fibrosing Interstitial Lung Diseases ("ILDs"). NXP002 is a
proprietary, new form of the drug tranilast. NXP002's enhanced physical
properties allow delivery to the lung via nebulization.
There are more than 200 types of interstitial lung diseases (ILD), which are
characterised by varied amounts of inflammation, scarring, or both, that
damage the lung's ability to absorb oxygen. IPF is the most well-known form of
ILD, affecting approximately 100,000 patients per year in the U.S. Progressive
Pulmonary Fibrosis (PPF), previously referred to as Progressive Fibrosing ILD
(PF-ILD), is a larger and even more poorly served segment of the ILD market,
affecting approximately 200,000 patients per year in the U.S.
IPF and PPF are devastating lung diseases associated with a higher mortality
rate than many cancers with median survival of 3-5 years. Thus, IPF and PPF
represent a high unmet medical need such that the requirement for improved
treatment options represents what the Directors believe to be a significant
commercial opportunity. IPF is classified as a rare disease and presents a
global commercial market that is forecast to grow to US$6.4bn by 2031. Sales
of standard-of-care ("SoC") therapy OFEV achieved EUR3.8bn in 2024. Sales of
Esbriet, also an IPF SoC therapy peaked in 2020 at USD1.2bn prior to
genericisation.
Tranilast has a long history of safe use as an oral drug for asthma, keloids
and hypertrophic scarring, but while there is growing evidence that supports
its potential use in other fibrotic conditions, including IPF, a combination
of poor physicochemical properties, variable pharmacokinetics and challenging
pharmacodynamics following oral delivery limit its potential use in ILDs.
NXP002 is differentiated as it is a patent protected, novel form of tranilast
that has been optimised for formulation and delivery direct to the lungs by
inhalation, potentially overcoming the issues using tranilast orally as a
chronic treatments for ILDs.
The inhalation route is a well-known strategy for the treatment of lung
diseases to yield greater efficacy and reduce systemic, off-target
side-effects compared to oral treatment. Discontinuation of treatment in IPF
and PPF patients is currently an issue in the treatment of these diseases with
discontinuation rates for current SoCs up to 64% in certain patient groups due
to, in part, their debilitating systemic side-effects. The Directors believe
effective inhalation therapies offer the potential to overcome these
limitations of oral therapies.
The positioning of NXP002 as an inhaled treatment for IPF and PPF could be
either as added to SoC treatments or administered as a monotherapy for
patients non-responsive to SoCs and those declining these therapies due to
side effects which impact quality of life.
The Group's pre-clinical inhalation development strategy has significantly
progressed NXP002 towards validation of its Target Product Profile ("TPP")
demonstrating:
• NXP002 can be delivered in-vivo by a range of nebulisers at the
optimum particle size for delivery to the deep lung;
• high doses appear to be well-tolerated; and
• an in-vivo inhalation dose response was observed for inflammatory
and fibrotic biomarkers that is consistent with ex-vivo human IPF tissue
studies to date.
The Group conducted studies in a new iteration of a 3D human IPF lung tissue
using a disease and species relevant model that has been advanced to
significantly reduce output variability. The results from these studies of
NXP002 alone and in combination with current SoCs, can be summarised as
follows:
• NXP002 is well tolerated in ex-vivo human lung tissue with no
signs of toxicity events;
• NXP002 alone delivers a strong, consistent anti-fibrotic and
anti-inflammatory effect as demonstrated by modulation of the release of
multiple biomarkers of fibrosis and inflammation;
• both high and low concentrations of NXP002 show an additive
anti-fibrotic and anti- inflammatory effect to SoC;
• in particular, the higher concentrations of NXP002 with SoC's
deliver a near complete ablation of fibrosis biomarker release, yet at lower
concentrations than have been seen in other preclinical models to date; and
• the clear, pronounced additive benefit of NXP002 on top of SoCs
observed suggests that NXP002 may provide additional efficacy, even in
patients responding to SoC therapy.
This raises the possibility that NXP002 targets additional disease pathways to
SoC's when increasing the combined anti-fibrotic and anti-inflammatory
response. Following success in suppressing biomarkers of fibrotic disease
progression in human IPF lung tissue, the same samples were analysed to assess
additional mechanistic and anti-inflammatory benefits on top of SoC's and the
results are summarised as follows:
• NXP002 alone delivers a strong, consistent anti-inflammatory
effect as demonstrated by suppression of the release of inflammatory cytokines
by over 90% for all cytokines studied; and
• the results further suggest that NXP002 may provide additional
efficacy in combination with SoC's, even in patients not responding to SoC
therapy alone.
Nuformix's TPP for NXP002 seeks twice daily inhalation administration. To
assess NXP002's duration of action, the Group initiated work in an exploratory
model in healthy human lung tissue. The model also bridges the Group's
successful preclinical work across a variety of LPS-challenge studies. The
results are summarised as follows:
• NXP002 suppresses the release of inflammatory cytokines by healthy
human lung tissue following LPS challenge; and
• an anti-inflammatory effect remains at 12 hours post drug dosing
demonstrated by continued suppression of the release of inflammatory cytokines
following LPS challenge, confirming NXP002 has a duration of action that may
support twice daily dosing.
Data from the precision-cut lung slice ("PCLS") disease model referred to
above were reanalysed as part of the on-going discussions with potential
licensing and development partners for NXP002. NXP002 had been studied in
tissue from an autoimmune ILD explanted lung (in this case from a patient
diagnosed with non-specific interstitial pneumonia or NSIP). This data was
revisited to compare key biomarker changes in tissue in response to NXP002
treatment using an 'area under the curve' (AUC) based approach, considering
total biomarker expression during the treatment period. These new results are
summarised as follows:
• a clear dose response to NXP002 was observed across both extra
cellular matrix ("ECM") biomarkers and pro-fibrotic mediators suggesting
NXP002's activity in additional pathways to standards of care;
• a consistent and significant effect of NXP002 was observed alone
and in combination with standards of care across both biomarker types in all
donors;
• when the Col1A1 gene was found to be overexpressed in tissue,
representing active fibrotic disease and tissue turner, NXP002 consistently
attenuates its expression. When Col1A1 is not overexpressed Col1A1 is
maintained, which may point towards NXP002's role in ECM homeostasis and
supporting healthy tissue repair and regeneration, consistent with the
evidence base describing positive results from clinical studies of tranilast
in a range of fibrotic diseases; and
• the autoimmune-ILD donor studied also showed a significant
response across both biomarker types alongside the seven IPF donors confirming
that NXP002's activity translates well to autoimmune-derived ILDs.
Recently the Group has developed new insights relating to its NXP002 lead
programme. Following an in-depth pharmacology review, leveraging human and
AI-methodologies, the pathways associated with disease progression in fibrotic
diseases in which NXP002 has demonstrated both activity and clinical
translation have been assessed across multiple organs. The resulting outputs
allow clear demonstration of NXP002's potential to regulate four specific
pathways that drive fibrotic disease. This includes core pathways, such as the
TGF- ß pathway, but also evidences regulation of the WNT/ß-catenin and NLRP3
pathways, which are emerging as key disease progression pathways requiring
suppression. The outputs also illustrate consistent translation from
cell-based studies to clinical studies across multiple fibrotic organs,
including the lung, in the resolution of extra cellular matrix deposition.
In addition, the Group discovered novel forms of olaparib, a drug currently
marketed by AstraZeneca, as Lynparza®, the Group's NXP004 programme.
Lynparza® was approved for the treatment of adults with advanced ovarian
cancer and deleterious or suspected deleterious germline BRCA mutation and has
since secured similar approvals in breast, pancreatic and prostate cancers.
These approvals have propelled Lynparza® sales to US$2.6bn in 2022 with
industry analysts forecasting annual sales of US$4bn by 2027. Subsequently,
further preformulation and in-vitro studies allowed Nuformix to identify lead
cocrystals to be progressed for further development. Results from in vitro
dissolution studies demonstrated that the two lead NXP004 cocrystals
out-performed Lynparza®, both in terms of rate and extent of dissolution and
release of olaparib. Enhancement of dissolution in the currently marketed
formulation of Lynparza® resulted in improved bioavailability versus the
initial marketed product. Therefore, the Directors believe that NXP004 may
offer potential to further increase olaparib's bioavailability. In addition,
the Directors believe that the potential simplicity of NXP004-based
formulations may offer improvements in product cost-of-goods versus the
currently marketed product, which requires complex manufacturing methods.
Whilst progressing NXP004 is not an immediate priority for the Group, the
Directors believe that these attributes position NXP004 for applications in
line-extensions for the currently marketed product.
NXP001 is a proprietary new form of the drug aprepitant that is currently
marketed as a product in the oncology supportive care setting (chemotherapy
induced nausea and vomiting) initially exclusively licensed to Oxilio Limited
("Oxilio") for oncology indications. Oxilio has acquired ownership of
Nuformix's NXP001 patent portfolio. Nuformix retained rights to receive
further development milestones and royalties capped at £2 million per year
under the terms of acquisition.
However, the Group's current primary focus is focused on generating data and
further developing discussions with potential partners that may support its
efforts to secure an out-licence, option or collaborative agreement for
NXP002.
The Directors concluded that NXP002 as a potential treatment for IPF, was a
likely candidate for Orphan Drug Designation ("ODD"), which could provide
additional product protection against potential future competitors in addition
to product development advantages. On 29 May 2025, The Group announced that
the European Medicines Agency ("EMA") had granted ODD in IPF for tranilast to
the Group. ODD in the European Union ("EU") is granted by the European
Commission based on a positive opinion adopted by the EMA Committee for Orphan
Medicinal Products that can demonstrate potential for significant advancement
in treatment of rare and debilitating diseases affecting no more than five in
10,000 individuals in the EU. ODD provides incentives to developers of
medicines for limited patient populations, including 10 years market
exclusivity, protocol assistance (guidance on study design and scientific
evaluation) and regulatory fee reductions.
On 11 August 2025 the Group announced that it had submitted an application to
the US Food and Drug Administration ("FDA") for ODD in the United States using
FDA Form 4035. The FDA are currently reviewing the application and it is
expected that within 90 days of receipt, they will issue a designation letter,
a request for more information or a denial. If ODD is granted in the US,
Nuformix may be eligible for certain benefits such as tax credits for clinical
trials or qualified clinical testing costs, a waiver of the Prescription Drug
User Fee Act application fee when a marketing application is submitted, and
the potential to receive seven years of marketing exclusivity upon product
approval.
Discussions with potential partners have progressed, such that the Group
believes that alongside the FDA ODD application, the following activities will
aid the ongoing out-licensing discussions and will be the focus of the use of
proceeds from the Open Offer:
• Assessment of the likely inhaled human therapeutic window;
• Continued use of expert industry consultants to support partnering
discussions and subsequent diligence processes;
• Continued investment into the maintenance and prosecution of key
IP;
• Continued progression of partnering discussions with multiple
parties with the aim of securing an out-licence, option or collaborative
development agreement;
• Provide working capital for the Group whilst it progresses the
above activities.
It is anticipated that the outlined assessments can be completed via expert
analysis of existing data. However, additional supporting data may need to be
generated. Whilst the Group intends to use the net proceeds from the Open
Offer to perform the outlined assessments, generate any additional supporting
data, continue, and further develop, discussions with potential partners with
the aim of securing an out-licence, option or collaborative agreement on the
Company's NXP002 programme, it is possible that prospective licensees may
require additional data over and above the studies already undertaken before
an out-licensing transaction may be concluded. If no out-licence, option or
collaborative agreement is concluded by the end of March 2026, or the revenue
generated by such deal does not provide sufficient working capital to meet the
Company's strategy further funding would be required to provide working
capital in line with the Company's strategy to fund corporate and operational
overheads and to fund further studies before an out-licensing transaction may
be concluded.
Whilst the Open Offer is underwritten, and the gross proceeds expected to be
received by the Company are fixed, the Board would like to ensure that
Qualifying Shareholders have the ability to maximise their opportunity to
subscribe for Open Offer Shares. The Company has therefore included the Excess
Application Facility to enable those Qualifying Shareholders who wish to apply
for more Open Offer Shares than their Basic Entitlements to do so.
3. The Open Offer
The Company is proposing to raise approximately £228,081 pursuant to the Open
Offer. The Issue Price of 0.2 pence per Open Offer Share represents a discount
of 33.33 per cent. to the closing mid-price of 0.3 pence per Existing Ordinary
Share on 27 October 2025, the latest practicable date prior to announcing the
Open Offer. The Open Offer is being made on a pre-emptive basis, allowing all
Qualifying Shareholders the opportunity to participate.
The Open Offer provides Qualifying Shareholders with the opportunity to apply
to acquire Open Offer Shares at the Issue Price pro rata to their holdings of
Existing Ordinary Shares as at the Record Date on the following basis:
2 Open Offer Shares for every 35 Existing Ordinary Shares held
Entitlements to apply to acquire Open Offer Shares will be rounded down to the
nearest whole number and any fractional entitlement to Open Offer Shares will
be aggregated under the Excess Application Facility.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Basic Entitlements as shown on the Application Form. Applicants can
apply for less or more than their entitlements under the Open Offer but the
Company cannot guarantee that any application for Excess Shares under the
Excess Application Facility will be satisfied as this will depend in part on
the extent to which other Qualifying Shareholders apply for less than or more
than their own Basic Entitlements. The Company may satisfy valid applications
for Excess Shares of applicants in whole or in part but reserves the right not
to satisfy any excess above any Basic Entitlement. Applications made under the
Excess Application Facility will be scaled back pro rata to the number of
Excess Shares applied for by Qualifying Shareholders under the Excess
Application Facility if applications are received from Qualifying Shareholders
for more than the available number of Excess Shares.
Qualifying Shareholders who do not take up their Basic Entitlements in full
will experience a dilution to their interests of approximately 5.41 per cent.
following Admission.
Qualifying Shareholders should note that the Open Offer is being underwritten
on the terms of the Underwriting Agreement.
Qualifying Shareholders with fewer than 18 Existing Ordinary Shares will not
be able to apply for Open Offer Shares.
The Open Offer Shares will, when issued and fully paid, 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 after the date of
Admission.
Conditions
The Open Offer is conditional, inter alia, upon the Admission of the Open
Offer Shares becoming effective by not later than 8:00 a.m. on 13 November
2025 (or such later time and/or date as the Company may determine, being not
later than the Long Stop Date).
If conditions are not satisfied and Admission does not occur by 8:00 a.m. on
13 November 2025 (or by 8:00 a.m. on the Long Stop Date), the Open Offer will
not proceed and any applications made by Qualifying Shareholders will be
rejected. In such circumstances, application monies will be returned (at the
applicant's sole risk), without payment of interest, as soon as practicable
thereafter. Revocation of applications for Open Offer Shares cannot occur
after dealings have begun.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for
Open Offer Shares at the Issue Price pro rata to their existing holdings of
Existing Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of their Basic
Entitlements. To the extent that Basic Entitlements are not subscribed by
Qualifying Shareholders, such Open Offer Shares will be available to satisfy
such excess applications, subject always to a maximum of 114,040,535 Open
Offer Shares in aggregate and provided that no Qualifying Shareholder shall be
entitled to subscribe for Open Offer Shares if it would bring their aggregate
interest in the share capital of the Company to more than the Aggregate Limit.
To the extent that applications are received in respect of an aggregate of
more than 114,040,535 Open Offer Shares and/or would result in a Qualifying
Shareholder having an aggregate interest in the share capital of the Company
which would exceed the Aggregate Limit, excess applications will be scaled
back pro rata to the number of Excess Shares applied for by Qualifying
Shareholders under the Excess Application Facility.
The Open Offer will be made to Shareholders outside of the United Kingdom and
EEA by means of a notice in the London Gazette, details of which are provided
in paragraph 7 of Part III of this Document.
Qualifying Shareholders should note that the Open Offer is not a rights issue.
Qualifying non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying Shareholders should
also be aware that, in the Open Offer, unlike in a rights issue, any
entitlements to Open Offer Shares not applied for or not taken up will not be
sold in the market or placed for the benefit of Qualifying Shareholders who do
not apply under the Open Offer.
Settlement and dealings
Application will be made to the FCA for the Open Offer Shares to be admitted
to the equity shares (transition) category of the Official List in accordance
with Chapter 22 of the UKLR and to the London Stock Exchange plc for such Open
Offer Shares to be admitted to trading on the London Stock Exchange's main
market for listed securities. It is expected that Admission will become
effective and that dealings in the Open Offer Shares will commence at 8:00
a.m. on 13 November 2025. Further information in respect of settlement and
dealings in the Open Offer Shares is set out in paragraph 9 of Part III of
this Document.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer
Shares pursuant to the Open Offer and should refer to paragraphs 6 and 7 of
Part III of this Document. Persons who have a registered address in or who are
located and/or resident in or are citizens of, in each case, a country other
than the United Kingdom should consult their professional advisers as to
whether they require any governmental or other consents or need to observe any
other formalities to enable them to acquire or subscribe for any Open Offer
Shares. The notice in the London Gazette referred to in paragraph 7 of Part
III of this Document will state where an Application Form may be inspected or
obtained. Any person with a registered address in or who are located in and/or
resident in or are citizens of, in each case, a Restricted Jurisdiction who
obtains a copy of this Document or an Application Form is required to
disregard them, except with the consent of the Company.
CREST instructions
Application has been made for the Basic Entitlements and the Excess
Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Basic Entitlements and the Excess Entitlements will be
enabled for settlement through the CREST system as soon as practicable on 29
October 2025. Applications through the CREST system may only be made by the
Qualifying Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim.
4. ACTION TO BE TAKEN IN RESPECT OF THE OPEN OFFER
The latest time for applications under the Open Offer to be received is 11:00
a.m. on 11 November 2025. The procedure for application and payment depends on
whether, at the time at which application and payment is made, a Qualifying
Shareholder has an Application Form in respect of their Basic Entitlement or
have their Basic Entitlement credited to their stock account in CREST.
Qualifying non-CREST Shareholders
Qualifying non-CREST Shareholders will receive a personalised Application Form
which gives details of their Basic Entitlement under the Open Offer (as shown
by the number of the Open Offer Shares allocated to them) with this Document.
If they wish to apply for Open Offer Shares under the Open Offer, they should
complete the accompanying Application Form in accordance with the procedure
for application set out in this Document and on the Application Form itself.
The completed Application Form, accompanied by full payment, should be
returned by post or by hand (during normal business hours only) to MUFG
Corporate Markets so as to arrive as soon as possible and in any event no
later than 11:00 a.m. on 11 November 2025.
Qualifying CREST Shareholders
Qualifying CREST Shareholders, will receive no Application Form with this
Document but will receive a credit to their appropriate stock account in CREST
in respect of their Basic Entitlement and if appropriate their Excess
Entitlement. They should refer to the procedure for application set out in
Part III of this Document. The relevant CREST instruction must have settled by
no later than 11:00 a.m. on 11 November 2025.
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 the Financial Services and Markets Act 2000 (as amended)
if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
5. Directors' interests
The Directors intend to take their full entitlement under the Open Offer(1).
The interests of the Directors in the Ordinary Shares (i) as at the date of
this Document and (ii) immediately following the issue of the Open Offer
Shares, are as shown below.
Directors No. of Ordinary Shares currently held % of Existing Ordinary Shares No. of Ordinary Shares held on Admission(1) % of the Enlarged Share Capital
Julian Gilbert 22,250,000* 1.11 23,521,428 1.11
Daniel Gooding 49,500,000** 2.48 52,328,571 2.48
Madeleine Kennedy 22,250,000*** 1.11 23,521,428 1.11
* held beneficially through Hargreaves Lansdown (Nominees)
* 37,500,000 of which are held beneficially through Interactive Investor
Services and 12,000,000 of which are held through Hargreaves Lansdown
(Nominees)
*** held beneficially through a nominee appointed by the trading platform, IG
Trading and Investments Ltd
Notes:
1 Assuming that the Directors take their full entitlement in the Open
Offer, but do not receive any Excess Entitlement, and subject to the Directors
not having any restrictions on taking up entitlements under the Open Offer
under the Market Abuse Regulation.
5. Underwriting Agreement
Subject to the terms and conditions of the Underwriting Agreement entered into
with the Underwriter on 27 October 2025, the Underwriter has agreed to
subscribe in cash at the Issue Price for the Underwritten Shares (being all of
the Open Offer Shares which remain unsubscribed by Qualifying Shareholders
pursuant to the Open Offer).
The Underwriter's obligations under the Underwriting Agreement are subject to
certain conditions, including:
i. the dispatch of this Document to Shareholders (other than
those who the Company determines are not entitled to receive copies); and
ii. Admission.
Immediately following completion of the Open Offer, and if no Open Offer
Shares are taken up by Qualifying Shareholders under the Open Offer the
Underwriter would hold approximately 5.41 per cent. of the Enlarged Share
Capital.
The Company will pay the Underwriter a fee of £13,685 being equal to 6 per
cent. of the total value of the Open Offer for Underwriting the Open Offer.
6. Additional information
Your attention is drawn to the risk factors set out in Part II of this
Document. Shareholders are advised to read the whole of this Document and not
rely solely on the summary information presented in this letter.
Definitions
"Admission" admission of the Open Offer Shares to the equity shares (transition) category
of the Official List in accordance with Chapter 22 of the UKLR and to trading
on the London Stock Exchange's main market for listed securities
"Affiliates" any person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the person specified
"Aggregate Limit" a restriction on any Shareholder acquiring any Open Offer Shares which would,
when aggregate with any interest in the Existing Ordinary Shares held by such
Shareholder, result in such Shareholder holding an interest in the Ordinary
Shares which (when taken together with Ordinary Shares in which persons acting
in concert with him are interested) carry 30.0 per cent. or more of the voting
rights of the Company
"Application Form" the application form accompanying this Document to be used by Qualifying
Non-CREST Shareholders in connection with the Open Offer
"Basic Entitlement(s)" the number of Open Offer Shares which Qualifying Shareholders are entitled to
subscribe for at the Issue Price pro rata to their holding of Existing
Ordinary Shares held at the Record Date pursuant to the Open Offer a described
in Part III of the Circular
"Business Day" a day (excluding Saturdays and Sundays, or public holidays in England and
Wales) on which banks generally are open for business in London for the
transaction of normal business
"Circular" or "Document" this circular issued by the Company on 28 October 2025
"Companies Act" Companies Act 2006
"Company" or "Nuformix" Nuformix plc
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001) for the paperless settlement of trades and the holding of uncertificated
securities operated by Euroclear
"Directors" or "Board" the directors of the Company
"EEA" the European Economic Area
"Enlarged Share Capital" the issued ordinary share capital of the Company following the issue of the
Open Offer Shares
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excess Application Facility" the arrangement provided to Qualifying Shareholders to apply for Excess Shares
in excess of their Basic Entitlements accordance with the terms and conditions
of the Open Offer to be set out in Part III of this Document
"Excess Entitlements" in respect of each Qualifying Shareholder, the entitlement (in addition to his
Basic Entitlement) to apply for Excess Shares pursuant to the Excess
Application Facility, which is conditional on him taking up his Basic
Entitlements in accordance with the terms and conditions set out in Part III
of this Document
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
to their Basic Entitlements and which are offered to Qualifying Shareholders
under the Excess Application
Facility
"Existing Ordinary Shares" the 1,995,709,368 Ordinary Shares in issue as at the date of this Document
"FCA" the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part VI of FSMA
"FSMA" the Financial Services and Markets Act of 2000 (as amended)
"Group" the Company and its subsidiaries
"HMRC" HM Revenue & Customs in the UK
"Issue Price" 0.2 pence per Open Offer Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 November 2025
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as retained in UK law pursuant,
inter alia, to the European Union (Withdrawal) Act 2018 (as amended) and the
Market Abuse (Amendment) (EU Exit) Regulations 2019 (as amended)
"Open Offer" the conditional invitation to be made by the Company to Qualifying
Shareholders to subscribe for Open Offer Shares at the Issue Price, in
accordance with the terms to be set out in the Circular and in, where
relevant, the Application Form
"Open Offer Shares" the 114,040,535 Ordinary Shares to be issued pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of 0.05p each in the capital of the Company
"Previous Listing Rules" the UK Listing rules in force prior to 29 July 2024
"Overseas Shareholders" Shareholders who have a registered address in or who are located and/or
resident in or are citizens of, in each case, a country other than the United
Kingdom
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in uncertificated form on
CREST
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" Shareholders whose names appear on the register of members of the Company on
the Record Date as holders of Existing Ordinary Shares and who are eligible to
be offered Open Offer Shares under the Open Offer in accordance with the terms
and conditions to be set out in Part III of this Document
"Record Date" 6:00 p.m. on 24 October 2025
"Receiving Agent" MUFG Corporate Markets, a trading name of MUFG Corporate Markets (UK) Limited
"Regulatory Information Service" or "RIS" one of the regulatory information services authorized by the FCA to receive,
process and disseminate regulatory information in respect of listed companies
"Regulation S" Regulation S under the Securities Act
"Restricted Jurisdictions" United States, Canada, Australia, Japan, New Zealand or the Republic of South
Africa and any other jurisdiction where the extension or the availability of
the Open Offer would breach any applicable law
"Securities Act" the US Securities Act of 1933 (as amended)
"Shareholder(s)" the shareholders of the Company from time to time and each a "Shareholder"
"Sterling" British pound sterling, the official currency of the United Kingdom
"Nuformix Shares" the Ordinary Shares of the Company
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UKLR" means the listing rules published by the FCA under the FSMA, as amended from
time to time
"UK Prospectus Regulation" the UK version of the Prospectus Regulation as it forms part of the domestic
law of England and Wales by virtue of the European Union (Withdrawal) Act 2018
"Underwriter" CMC Markets UK Plc
"Underwriting" the underwriting of the Open Offer by the Underwriter pursuant to the terms of
the Underwriting Agreement
"Underwriting Agreement" the agreement dated 27 October 2025 made between the Underwriter and the
Company
"Underwritten Shares" the Open Offer Shares which remain unsubscribed by Qualifying Shareholders
pursuant to the Open Offer
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
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