REG - Roquefort Theraptcs. - Lyramid SPA 2nd Extension & Carve Out

Roquefort TherapeuticsAnnouncement

28/08/2025 07:00

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RNS Number : 9207W  Roquefort Therapeutics PLC  28 August 2025

28 August 2025

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

Lyramid SPA 2nd Extension & Carve Out

 

Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company
focused on developing first in class medicines in the high value and high
growth immunology and oncology markets, advises that deadline to complete the
binding share purchase agreement (the "SPA") for the sale of its wholly owned
subsidiary Lyramid Pty Ltd ("Lyramid") to Pleiades Pharma Limited ("Pleiades")
(the "Transaction") has been extended from 31 August 2025 to 31 October 2025.

 

Background & Reason for Extension

On 1 February 2025 the Company signed the SPA for the sale of its wholly owned
subsidiary Lyramid to Pleiades for a total consideration amount of up to
US$10.8 million.  Completion of the SPA is contingent inter alia on Pleaides
completing a fundraising round by a certain date (the "Longstop Date"). The
Longstop Date was originally 30 June 2025; however, the parties agreed in June
2025 to extend this date to 31 August 2025.  The parties have now mutually
agreed in writing to extend this date further to 31 October 2025.

 

Pleiades' fundraising with institutional and sovereign wealth fund investors
in the GCC (Gulf Cooperation Council) has progressed. The terms for investment
have been determined with the due diligence now proceeding.  Therefore, the
Company and Pleiades have agreed to a two-month extension.

 

Upon completion of the Transaction, the Company will receive shares in
Pleiades ("Pleiades Consideration Shares") and potentially some cash of up to
US$2 million. The amount of cash received upfront will be determined at
completion via a mechanism in the SPA.

 

Incorporation of a New Equity Holding Company

As the Transaction is now likely to complete, a new equity holding company has
now been incorporated (Midkine Investments Ltd) to hold the Pleiades
Consideration Shares. At completion of the Transaction, existing shareholders
and convertible loan note holders in Roquefort Therapeutics will be issued
with shares in Midkine Investments Ltd pro-rata with their interest in
Roquefort Therapeutics. This will effectively carve out the Pleiades shares
for the benefit of existing Roquefort Therapeutics shareholders.

 

The Company will provide shareholders with further updates regarding the
progress of this material Transaction as appropriate.

 

Dr Darrin Disley, OBE, Roquefort Therapeutics Interim Managing Director
commented:

"We are encouraged by the progress Pleiades has made with its new investors
and pleased to be able to reach an agreement to extend the date by a further
two months to enable this material Transaction to complete. We have recently
incorporated Midkine Investments Ltd in order to carve-out a significant
portion of value from this Transaction for existing Roquefort Therapeutics
shareholders ahead of advancing our plans to acquire clinical stage assets
and/or revenue generating life science businesses."

 

Regulatory Information

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").

 

ENDS

 
Enquiries:
 Roquefort Therapeutics plc                               +44 (0)20 3918 8633
 Stephen West (Chairman) / Dr Darrin Disley (Interim MD)
 SP Angel Corporate Finance LLP (Broker)                  +44 (0) 20 3470 0470

 David Hignell / Vadim Alexandre / Devik Mehta
 Burson Buchanan (Public Relations)                       +44 (0)20 7466 5000

 Ben Romney / Jamie Hooper
 Peak IR (Investor Relations)                             +33 (0)7 44 44 15 42

 Seb Wykeham

 

LEI: ‎254900P4SISIWOR9RH34

 

 

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ) is developing first in class drugs in the
immunology and oncology markets prior to securing a value accretive exit.

 

Roquefort Therapeutics' portfolio consists of five novel patent-protected
pre-clinical anti-cancer and immunology assets.

 

For further information on Roquefort Therapeutics,
please visit www.roquefortplc.com (http://www.roquefortplc.com/)

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