REG - Roquefort Theraptcs. - Publication of Prospectus

Roquefort TherapeuticsAnnouncement

13/09/2022 11:15

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RNS Number : 2856Z  Roquefort Therapeutics PLC  13 September 2022

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13 September 2022

 

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

 

Publication of Prospectus

 

Roquefort Therapeutics (LSE:ROQ,OTCQB:ROQAF), the Main Market listed biotech
company focused on early-stage opportunities in the biotechnology sector, is
pleased to announce that, further to the conditional share sale and purchase
agreement (the "Acquisition Agreement") with the shareholders of Oncogeni
Limited (the "Sellers") as announced on 22 June 2022, the Company has today
received approval from the FCA of its prospectus (the "Prospectus") and
published its Prospectus in relation to the proposed acquisition of the entire
issued share capital of Oncogeni Limited ("Oncogeni"), the conditional placing
for new Ordinary Shares to raise gross proceeds of £1,015,000 (the "Placing")
and the issue of Consideration Shares (as described below).

 

The Prospectus and an electronic copy of the Prospectus has been made
available on the Company's website
(https://www.roquefortplc.com/category/shareholder-documents/).  The
Prospectus will also be available for inspection at the National Storage
Mechanism website:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

As announced on 22 June 2022 the Company entered into the Acquisition
Agreement pursuant to which Roquefort Therapeutics agreed to acquire the
entire issued share capital of Oncogeni for an aggregate consideration of
£5,500,000 to be satisfied by the issue of 50,000,000 new ordinary shares in
the Company ("Consideration Shares") to the Sellers (the "Acquisition"). The
Acquisition is conditional, inter alia, on Admission (as described below) and
a successful Placing.

 

The net proceeds of the Placing after expenses are estimated at £825,000 (the
"Net Placing Proceeds"). The Net Placing Proceeds are intended to be used to
fund the Oncogeni pre-clinical drug development programs and working capital.

 

The Company also confirms that it has allotted the 50,000,000 Consideration
Shares at the issue price of £0.11 per New Ordinary Share and the 7,249,998
Placing Shares at the issue price of £0.14 per New Ordinary Share ("New
Ordinary Shares"), conditionally on the admission of the New Ordinary Shares
‎to the Official List by way of a Standard Listing ‎and to trading on the
London Stock Exchange's ‎Main Market for listed securities‎ ("Admission").

 

Applications are being made to the FCA and to the London Stock Exchange for
the admission of the New Ordinary Shares ‎to the Official List by way of a
Standard Listing ‎and to trading on the London Stock Exchange's ‎Main
Market for listed securities.

 

It is expected that Admission will become effective at or around 8.00 a.m. on
16 September 2022 and that dealings in the New Ordinary Shares will commence
at that time.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares of the
Company and will on issue be free of all claims, liens, charges, encumbrances
and equities.

 

The Company confirms that with effect from Admission, the Company's issued
share capital will comprise 129,149,998 ordinary shares of £0.01 each, with
each share carrying the right to one vote. The Company does not hold any
ordinary shares in treasury.

 

The above figure of 129,149,998 may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or of a change to their interest in the Company
under the FCA's Disclosure and Transparency Rules.

 

Terms used in this announcement shall, unless the context otherwise requires,
be as defined in the ‎announcement published by the Company on 22 June 2022
in relation to the Acquisition of Oncogeni ‎and the Placing‎.‎

 

Expected Timetable of Principal Events

Publication of the
Prospectus
13 September 2022

Completion of
Acquisition                                                                                     16
September 2022

Issue of New Ordinary
Shares
16 September 2022

Admission and commencement of dealings
                             8.00 a.m. on 16 September 2022

Ordinary Shares to be issued in uncertificated form credited

to stock accounts in
CREST                                                                                     16
September 2022

Share certificates despatched in respect of

Ordinary Shares
 
         3 October 2022

 

All times are London times unless stated otherwise

 

 

 

-Ends-

 

 
Enquiries:
 Roquefort Therapeutics plc
 Stephen West (Chairman)                    +44 (0)20 3290 9339

 Hybridan LLP (Joint Broker)

 Claire Louise Noyce                        +44 (0)203 764 2341

 Optiva Securities Limited (Joint Broker)
 Christian Dennis                           +44 (0)20 3411 1881

 Buchanan (Public Relations)

 Ben Romney / Jamie Hooper / George Beale   +44 (0)20 7466 5000

 

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

 

LEI: ‎254900P4SISIWOR9RH34

 

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ, OTCQB:ROQAF) is a Main Market listed biotech
company developing products through the pre-clinical phase prior to partnering
or selling to big pharma.  The Company is focused on developing first in
class drugs in the high value and high growth oncology segment.

 

 

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