REG - Physiomics PLC - WRAP Retail Offer for up to £49,999.98

PhysiomicsAnnouncement

Tue 07:02

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RNS Number : 9565V  Physiomics PLC  10 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
PHYSIOMICS PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF PHYSIOMICS PLC.

 

10 March 2026

 

Physiomics Plc

("Physiomics" or the "Company")

 

WRAP Retail Offer for up to £49,999.98

 

Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and
biostatistics company supporting the development of new therapeutics and
personalised medicine solutions is pleased to announce a retail offer via the
Winterflood Retail Access Platform ("WRAP") to raise up to £49,999.98 (the
"WRAP Retail Offer") through the issue of new ordinary shares ("Ordinary
Shares").  Under the WRAP Retail Offer up to 16,666,660 new Ordinary Shares
(the "WRAP Retail Offer Shares") will be made available at a price of £0.003
per share.

 

In addition to the WRAP Retail Offer and as announced today, the Company is
also proposing a placing of new Ordinary Shares (the "Placing Shares" and
together with the WRAP Retail Offer Shares, the "New Ordinary Shares") to
raise approximately £499,999.86 (or such other amount as agreed by the
Company) (before expenses) through a bookbuild process (the "Placing") at an
issue price of £0.003 per Placing Share (the "Placing Price"). The Placing
Price represents discount of approximately 33.33 per cent. to the mid-market
closing price of an existing ordinary share on 9 March 2026 (being the latest
practicable date prior to this announcement).

The issue price of the WRAP Retail Offer Shares is equal to the Placing Price.

 

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and use of proceeds.  The proceeds of
the WRAP Retail Offer will be utilised in the same way as the proceeds of the
Placing.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

 

The Placing and WRAP Retail Offer are condition on, inter alia, certain
resolutions being passed by shareholders at a general meeting of the Company
(the "General Meeting"). The resolutions include; (i) authority to reduce the
nominal value of the Company's ordinary shares to accommodate the Placing
Price; (ii) authority, under section 551 of the Companies Act 2006 to allot
the Placing Shares and WRAP Retail Offer Shares; and (iii) authority to allot
the Placing Shares and WRAP Retail Offer Shares for cash as if section 561 of
the Companies Act 2006 did not apply to such allotment. The General Meeting
will be held on 7 April 2026.

 

 

The WRAP Retail Offer and the Placing are conditional on the New Ordinary
Shares being admitted to trading on AIM ("Admission") and certain resolutions
being passed at the General Meeting. Following approval of the resolutions
proposed at the General Meeting, it is anticipated that Admission will become
effective and that dealings in the New Ordinary Shares will commence at 8.00
a.m. on or around 8 April 2026.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in in its fundraising on the same terms as the
participants of the Placing.

 

Accordingly, the Company is making the WRAP Retail Offer available to eligible
investors in the United Kingdom, being existing shareholders of Physiomics
plc, following release of this announcement and through certain financial
intermediaries.

 

Existing shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 4.30 p.m. on 12 March 2026.
Eligible shareholders should note that financial intermediaries may have
earlier closing times.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, prior to the release of this
announcement, shareholders in the Company which may include individuals aged
18 years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size and timings of the WRAP
Retail Offer at its discretion. The Company reserves the right to scale back
any order and to reject any application for subscription under the WRAP Retail
Offer without giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus pursuant to Schedule 1 (Part 1)
of The Public Offers and Admission to Trading Regulations 2024 and the
Prospectus Rules of the Financial Conduct Authority ("FCA"). As such, there is
no need for publication of a prospectus pursuant to the Public Offers and
Admissions to Trading Regulations 2024, or for approval of the same by the
FCA. The WRAP Retail Offer is not being made into any jurisdiction other than
the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the WRAP Retail Offer, and investors' commitments will be made
solely on the basis of the information contained in this announcement and
information that has been published by or on behalf of the Company prior to
the date of this announcement by notification to a Regulatory Information
Service in accordance with the FCA's Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

For Further Information

 Physiomics plc                      +44 (0) 1235 841575
 Dr Peter Sargent, CEO

 Hybridan LLP (Broker)               +44 (0) 203 764 2341
 Claire Louise Noyce

 Strand Hanson Limited (NOMAD)       +44 (0) 20 7409 3494

 James Dance, James Bellman

 Winterflood Retail Access Platform  WRAP@winterflood.com
 Sophia Bechev, Kaitlan Billings     0203 100 0214

 

 

Further information on the Company can be found on its website at
www.physiomics.co.uk

 

The Company's LEI is 213800A71DSZ6ABMTQ91.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 Notes to Editor

 

About Physiomics

 

Physiomics plc combines expertise across Modelling & Simulation,
Biostatistics, Data Science and Bioinformatics, together with deep
biology expertise, to help biotech and pharma companies streamline their drug
development journeys. Our approach is to help derive insight from all
relevant and often disparate data in order to de-risk decision making and
optimise research design across discovery, pre-clinical and clinical
studies. Through use of cutting-edge computational
tools, bespoke models and our proprietary Virtual Tumour technology,
the Physiomics team has informed the development of over 140 commercial
projects, with over 125 targets and drugs modelled. Clients include
Merck KGaA, Astellas, Bicycle Therapeutics, Numab Therapeutics &
CRUK.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

Strand Hanson Limited which is authorised and regulated by the FCA in the
United Kingdom, is acting Nominated Adviser to the Company in connection with
the Placing. Strand Hanson Limited has not authorised the contents of, or any
part of, this announcement, and no liability whatsoever is accepted by Strand
Hanson Limited for the accuracy of any information or opinions contained in
this announcement or for the omission of any material information. The
responsibilities of Strand Hanson Limited as the Company's Nominated Adviser
under the AIM for Companies and the AIM for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.

 

Hybridan LLP ("Hybridan") is authorised and regulated by the FCA in the United
Kingdom. Hybridan is acting solely as broker and bookrunner exclusively for
the Company and no one else in connection with the Placing and the contents of
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the Placing or
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Hybridan
by FSMA or the regulatory regime established thereunder, Hybridan accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the Placing or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Hybridan accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the WRAP Retail Offer
Shares have been subject to a product approval process, which has determined
that the WRAP Retail Offer Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6
of COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the WRAP Retail Offer
Shares may decline and investors could lose all or part of their investment;
the WRAP Retail Offer Shares offer no guaranteed income and no capital
protection; and an investment in the WRAP Retail Offer 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 Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation to the WRAP
Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 WRAP Retail Offer Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the WRAP Retail Offer Shares and determining appropriate
distribution channels.

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