Acquisition, Fundraising and Change of Name
19/03/2024 17:00
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RNS Number : 4832H Evgen Pharma PLC 19 March 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES SECTION OFTHIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
19 March 2024
Evgen Pharma plc
("Evgen", the "Company" or the "Group")
Acquisition of Chronos Therapeutics Limited
Placing and Subscription to raise £0.85 million
Retail Offer to raise up to £1.0 million
Change of Name
and
Notice of General Meeting
Evgen Pharma plc (AIM: EVG), the clinical stage drug development company
developing sulforaphane-based medicines for the treatment of multiple
diseases, announces that it has conditionally agreed to acquire the entire
issued and to be issued share capital of Chronos Therapeutics Limited
("Chronos Therapeutics" or "Chronos"), for an initial consideration of
£899,481 payable in Ordinary Shares at a price of 1.44 pence per Ordinary
Share, potentially increasing to up to c.£3.4 million subject to the
achievement of certain milestones (the "Acquisition"). The Company further
announces that it has conditionally raised £0.85 million (before expenses)
via a Placing and Subscription and will seek authority to raise further funds
on the same terms.
The Company has reserved its right, under the Acquisition Agreement, to issue
consideration loan notes to Chronos Shareholders instead of Ordinary Shares in
certain circumstances including in the event that the issue of Ordinary Shares
might result in the Chronos Shareholders, as a whole, holding more than 29.9
per cent. of the Issued Share Capital.
To provide Shareholders who have not taken part in the Placing or the
Subscription with an opportunity to participate in the Fundraising, the
Company is offering up to 100,000,000 Retail Offer Shares at the Issue Price,
via the Bookbuild Platform, to raise up to an additional £1.0 million (before
expenses), by way of the Retail Offer.
The net proceeds of the Fundraising will be used by the Group for additional
working capital and to maintain the Enlarged Group's patent portfolio whilst
it seeks pre-clinical collaboration for either of the acquired assets and
additional non-dilutive funding. The Group will also use the net proceeds to
continue to support manufacturing for clinical stage asset SFX-01 in future
glioblastoma and autism spectrum disorder clinical studies.
Additionally, the Board of the Company considers that alongside the
Fundraising and Acquisition, now is the right time to re-launch the combined
business under a new name better suited for the Enlarged Group going
forward. The Board is pleased therefore to announce the change of the
Company's name to "TheraCryf" plc. The change of name is expected to be
effective following the General Meeting and Admission.
The Company intends to publish and send a shareholder circular and notice of
General Meeting (the "Circular") to Shareholders in connection with the
Resolutions and the Fundraising on 19 March 2024.
The definitions of capitalised terms used herein are set out in Appendix IV to
this Announcement.
Highlights:
· The Company has conditionally placed 79,400,000 new Ordinary
Shares of £0.0025 each in the capital of the Company (the "Placing Shares")
at a price of 1 pence per Placing Share (the "Issue Price") to raise
approximately £0.8 million (before expenses) (the "Placing").
· The Company has also conditionally raised £56,000 by way of
direct subscription for new Ordinary Shares by Company Directors and PDMRs,
including amongst others, Dr Susan Foden (Chair), Dr Huw Jones (CEO) and Toni
Hänninen (CFO). The Subscribers have agreed to subscribe for, in aggregate,
5,600,000 new Ordinary Shares (the "Subscription Shares") at the Issue Price
(the "Subscription"). In addition to the Subscription as noted above, certain
other PDMRs including Dr Helen Kuhlman (CBO) have subscribed for 3,000,000 new
Ordinary Shares in aggregate via the Placing.
· In addition to the Subscription and the Placing, existing
Shareholders will be given the opportunity to subscribe for, in aggregate, up
to 100,000,000 new Ordinary Shares via the Bookbuild Platform (the "Retail
Shares") at the Issue Price by way of a retail offer to raise up to an
additional £1.0 million (before expenses) (the "Retail Offer" and together
with the Placing and Subscription, the "Fundraising").
· Acquisition of Chronos Therapeutics, which features a
neuropsychiatry portfolio including two assets developed to late pre-clinical
stage and which sits within a resurgent area for Big Pharma, for £899,481 up
front, and up to £2.5m in milestone payments, all in Evgen shares. Further
details on this are included in the paragraphs below.
· Proposed change of name to TheraCryf plc, with a new TIDM of TCF.
The change of name becoming effective will be announced separately by the
Company post-Admission.
· The Issue Price represents a premium of approximately 5.26 per
cent. to the closing mid-market price of 0.95 pence per Existing Ordinary
Share on 18 March 2024, being the Latest Practicable Date.
· The Fundraising and the Acquisition are conditional, inter alia,
upon the Resolutions being duly passed by Shareholders at the General Meeting
to be held at 10:00 a.m. at the offices of Cavendish, One Bartholomew Close,
London, EC1A 7BL on 4 April 2024. A detailed timetable of events is set out in
Appendix II to this Announcement.
Dr Huw Jones, CEO of Evgen, commented:
"The addition of Chronos Therapeutics to the Group represents a considerable
enlargement of our pipeline and the potential for major value inflection
points. I would like to thank our shareholders and certain Chronos
shareholders for participation in this placing and look forward to delivering
long term shareholder value from the Enlarged Group."
Cavendish Capital Markets Limited ("Cavendish") is acting as Bookrunner in
connection with the Placing.
The Company intends to publish and send the Circular to Shareholders on or
around 19 March 2024. The Circular will also be available on the investor
section of the Company's website (https://evgen.com/investors/) once
published.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Toni Hänninen, Chief Financial Officer of the
Company.
Shareholder Presentation
CEO, Dr Huw Jones, and CFO, Toni Hänninen and CBO, Dr Helen Kuhlman, will
provide a live presentation on the acquisition of Chronos Therapeutics, the
Placing and Subscription, the Retail Offer and the change of name as detailed
in this Announcement and the Circular.
The presentation will take place via the Investor Meet platform on Wednesday
20 March at 10am GMT.
At this presentation the benefits of the Acquisition will be summarised by the
Evgen management team. Given the Acquisition and the respective Fundraising
are subject to approval at a General Meeting for Shareholders, there will be
no Q&A.
The presentation is open to all existing and potential shareholders of Evgen
and Chronos Therapeutics.
Investors can sign up to Investor Meet Company for free and add to meet Evgen
at the link HERE
(https://www.investormeetcompany.com/companies/evgen-pharma-plc) . Investors
who already follow Evgen Pharma plc on the Investor Meet Company platform will
automatically be invited.
A recording of the presentation will be available shortly afterwards on the
Evgen Pharma plc investor relations section of the website HERE
(https://evgen.com/investors/) .
Enquiries
Evgen Pharma plc +44 207 457 2020
Dr Huw Jones, CEO
enquiries@evgen.com
Toni Hänninen, CFO
Dr Helen Kuhlman, CBO
Cavendish Capital Markets (NOMAD and Broker) +44 20 7220 0500
Geoff Nash / Teddy Whiley / Rory Sale (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Instinctif Partners +44 207 457 2020
Evgen@Instinctif.com
Melanie Toyne-Sewell / Jack Kincade
About Evgen Pharma plc
Evgen Pharma is a clinical stage drug development company developing
sulforaphane based medicines for the treatment of multiple diseases. The
Company's core technology is Sulforadex®, a method for synthesising and
stabilising the highly biologically active compound sulforaphane and novel
proprietary analogues based on sulforaphane.
The Company's lead asset, SFX-01, is a patented composition of synthetic
sulforaphane and alpha-cyclodextrin and has undergone clinical trials for
oestrogen-positive (ER+) metastatic breast cancer and recently a Phase 1b
study of the Company's new enteric coated tablet formulation. The FDA has
granted Orphan Drug status to SFX-01 in malignant glioma. SFX-01 will be
investigated initially in this indication as an investigator sponsored study
in the Netherlands.
The Company also has a wide number of collaborations with leading academic
centres in the UK, Europe and the US as part of the continuing strategy to
build the scientific data for the compound. Recently, Evgen completed an
out-licensing transaction with Stalicla SA, a Swiss specialist company in
neurodevelopmental disorders, commencing with autism spectrum disorder. The
deal, if successful, will generate milestone payments of $160.5m and a
double-digit royalty on sales.
The Company has its headquarters and registered office at Alderley
Park, Cheshire. It is listed on AIM in London and trades under the ticker
symbol EVG.
For further information, please visit: www.evgen.com (http://www.evgen.com/)
.
This Announcement should be read in its entirety including the appendices. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") WHO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN EVGEN PHARMA PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THEREFORE MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") 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. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Cavendish or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Cavendish to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Cavendish is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing or any other matters referred
to in this Announcement, and Cavendish will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.
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 Cavendish or by any of its respective Representatives 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising and
Acquisition will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Production 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
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary 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 the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Fundraising.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Cavendish will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 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 Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
APPENDIX I - ADDITIONAL INFORMATION
1. Introduction
The Board announces that the Company has conditionally raised a total of
£0.85 million (before expenses) by way of a Placing and Subscription of, in
aggregate, 79,400,000 Placing Shares and 5,600,000 Subscription Shares of
£0.0025 each in the capital of the Company, with existing and new investors
at an issue price of 1 pence per new Ordinary Share. The Company further
announces that it has conditionally agreed to acquire the entire issued and to
be issued share capital of Chronos for an initial consideration of £899,481
payable in Ordinary Shares at a price of 1.44 pence per Ordinary Share,
potentially increasing to up to c.£3.4 million subject to the achievement of
certain milestones.
In addition, to provide Shareholders who have not taken part in the Placing or
Subscription with an opportunity to participate in the Fundraising, the
Company is offering up to 100,000,000 Retail Offer Shares at the Issue Price,
via the Bookbuild Platform, to raise up to an additional £1.0 million (before
expenses), by way of the Retail Offer.
The total amount that the Company could therefore raise under the Placing,
Subscription and Retail Offer is approximately £1.85 million (before
expenses), assuming that the Retail Offer is fully subscribed. For the
avoidance of doubt, the Retail Offer Shares are not part of the Placing and
are not Placing Shares.
No part of the Fundraising is being underwritten.
The Issue Price represents a premium of 5.26 per cent. to the Closing Price on
the Latest Practicable Date, being 0.95 pence per Existing Ordinary Share. The
Placing Shares, the Subscription Shares, the Initial Consideration Shares and
the Retail Offer Shares will represent, respectively, approximately 15.21 per
cent., 1.07 per cent., 11.93 per cent. and 19.15 per cent. of the Issued Share
Capital (assuming that the Retail Offer is subscribed in full).
The Fundraising and the Acquisition are conditional, inter alia, on the
passing of the Resolutions at the General Meeting to be held at the offices of
Cavendish at One Bartholomew Close, London, EC1A 7BL on 4 April 2024. The
Resolutions are set out in the Notice of General Meeting at the end of the
Circular to be posted to Shareholders. If the Resolutions are passed at the
General Meeting, completion of the Acquisition and Admission are expected to
take place on or around 5 April 2024.
Should approval of the Resolutions not be obtained at the General Meeting,
none of the Placing, the Subscription, the Retail Offer nor the Acquisition
will proceed.
The net proceeds of the Fundraising will be used by the Group for additional
working capital and to maintain the Enlarged Group's patent portfolio whilst
it seeks pre-clinical collaboration for either of the acquired assets and
additional non-dilutive funding, as described further below.
The Company is currently in discussions with a number of potential investors
in relation to further subscriptions for new Ordinary Shares on terms
consistent with the Subscription. If passed, the Resolutions would allow the
Company to issue additional Ordinary Shares and the Company will seek to raise
up to a further £2.0 million at a price per share not less than the Issue
Price ("Additional Subscription Shares"). The Company will make further
announcements concerning any additional subscriptions at the appropriate time,
however, there can be no guarantee that such subscriptions can be concluded.
2. Background to and reasons for the Fundraising and the
Acquisition
The business model of the Company, in common with many biotech companies, is
to discover and develop novel medicines to the stage where the pre-clinical
and clinical data produced are sufficiently compelling to licence on the
potential medicines to larger companies for further clinical development and
commercialisation. Such transactions in the biotech sector typically involve
up-front payments, further payments of milestones during successful passage
through pre-clinical and/or clinical trials, milestones on approval as a
medicine and commercial launch. Royalties on sales are an additional part of
such licensing transactions together with one-time sales-based milestone
payments on achievement of certain sales thresholds. In order to enhance the
portfolio, reduce risk and increase the number of opportunities to increase
shareholder value through such future licensing transactions, the Board of the
Company agreed to pursue an acquisition strategy in 2021 focussed on
acquisition of assets where further value can be added by the Company.
After a search and evaluation process led by the Company's Chief Business
Officer involving over 120 evaluations of companies and/or individual assets
over 18 months and assessed by the Company's technical staff, the opportunity
to acquire the entire issued share capital of Chronos was deemed by the Board
to be optimal. This was due to the satisfaction of a number of criteria
including strategic fit, the commercial opportunity afforded by the
pre-clinical neuropsychiatry assets within Chronos together with the
relatively modest cost of developing the Chronos assets to potential
inflection points. The ability to persuade the shareholders of Chronos to
agree to a largely share-based transaction was also a factor in the approval
of the acquisition by the Company's Board.
The terms of the Acquisition have been approved by the boards of both
companies and the shareholders of Chronos have voted in favour of the
transaction with the majority (over 75%) having signed powers of attorney
permitting the Chronos Board to execute the Acquisition Agreement. The
remainder of the Chronos Shareholders are subject to a "drag along provision",
enshrined in the Chronos articles, enabling the transaction to complete.
In order to realise the potential of both the Company's lead asset, SFX-01 in
the fatal brain cancer glioblastoma, together with development of the lead
acquired asset (CT-010018) through the remaining steps in pre-clinical
development prior to commencing Phase 1 clinical trials (comprising mainly of
manufacturing and formulation, toxicology experiments in two species to a
regulatory standard and thereafter gaining permission to administer the lead
acquired asset to volunteers) additional capital will be required. The
additional capital provided by the Fundraising is expected to enable the
Company's cash runway to be extended by two years enabling the further
potential value inflection points to be achieved across the enlarged portfolio
although will not be sufficient to progress CT-010018 to the commencement of
Phase 1 clinical trials.
Alongside SFX-01, of the acquired assets, and depending on further
non-dilutive and/or dilutive funding, the Board anticipates prioritising
CT-010018, which as noted above is the lead asset from the acquired portfolio.
CT-05404 is not expected to be progressed until 2025 at the earliest. This is
considered to be the most effective allocation of cash resources for the
Company. The decision to start Phase 1 clinical trials in respect of CT-01008
and/or CT-05404 is entirely at the sole discretion of the Company.
3. Use of Proceeds
The net proceeds of the Fundraising will be utilised by the Company to
continue to optimise manufacturing for lead clinical stage asset SFX-01 and
fund the maintenance of the acquired Chronos Therapeutics patent portfolio.
Working capital will be used to support the search for non-dilutive funding
for development of the acquired assets CT-010018 and CT-05404.
4. Current Trading and Outlook
In the last twelve months the Company has completed an insightful Phase 1/1b
volunteer study and continues to analyse gene expression data from the study.
These results will be made public when the analysis is complete. Evgen
continues to work closely with its partner Stalicla for a quick and amicable
resolution of the current milestone payment dispute, and on its programme in
ASD and will provide updates as the programme proceeds.
Pre-Fundraising, the Company has a healthy cash position of £2.0 million,
providing a cash runway to late 2024, allowing sufficient headroom to continue
to further progress the multiple opportunities for SFX-01. The use of proceeds
for the additional capital expected to be raised from this Fundraising are
also set out above.
5. Terms of the Acquisition
The Company, Chronos and certain Chronos Shareholders entered into the
Acquisition Agreement on 19 March 2024 pursuant to which the Company agreed to
acquire and the Chronos Shareholders agreed to sell their respective shares in
Chronos. The drag rights in the Chronos articles of association have been used
in respect of those Chronos Shareholders who did not sign the Acquisition
Agreement.
The total consideration for the Acquisition is up to c.£3.4 million, which
will be satisfied by:
(a) the issue of 62,291,778 Ordinary Shares at 1.44 pence
per Ordinary Share based on an aggregate value at 90 day VWAP ending at the
close of trading on the Business Day immediately before the date of the
Acquisition Agreement of £899,481 (the "Initial Consideration Shares");
(b) the issue of Ordinary Shares having an aggregate value
of £1,000,000 as calculated in accordance with the 90 day VWAP ending at the
close of trading on the second Business Day before the date of the
commencement of the first Phase 1 clinical trial of one of two of Chronos'
programmes (the "First Deferred Consideration Shares");
(c) the issue of Ordinary Shares having an aggregate value
of £1,500,000 as calculated in accordance with the 90 day VWAP ending at the
close of trading on the second Business Day following successful completion of
the first Phase 1 clinical trial of one of two of Chronos' programmes (the
"Second Deferred Consideration Shares"); and
(d) at the election of the Company, the issue of Ordinary
Shares having an aggregate value of an amount equivalent to 10 per cent. of
the Initial Consideration Shares, First Deferred Consideration Shares and
Second Deferred Consideration Shares in the event that a third party enters
into a royalty-bearing licence in respect of the programmes of Orexin 1 and/or
the DAT-Inhibitor.
The Company has reserved its right, under the Acquisition Agreement, to issue
consideration loan notes to Chronos Shareholders instead of Ordinary Shares in
the event that the issue of Ordinary Shares might result in the Chronos
Shareholders, as a whole, holding more than 29.9 per cent. of the Issued Share
Capital.
Completion of the Acquisition is conditional on the passing of the Resolutions
at the General Meeting, the Placing Agreement not having been terminated and
Admission occurring. If the conditions to completion are not satisfied by 5
April 2024 (or such later date as the Company and the Chronos Shareholders may
agree) or any fact occurs which prevents the conditions from being satisfied
by that date, the parties may elect to terminate the Acquisition Agreement.
The Acquisition Agreement contains customary warranties relating to the
Chronos Shareholders' ownership and title to their shares, customary
commercial warranties regarding the Chronos business and assets as well as
certain tax warranties. The Acquisition Agreement also contains customary
limitations on the warrantors' liability under the Acquisition Agreement,
including time and financial limitations.
Claims for breach of a commercial warranty must be brought no later than 18
months following completion of the Acquisition and, in respect of tax warranty
claims, within seven years of completion. The maximum aggregate cap on
liability of each warrantor is a percentage of the Consideration Shares
received by them.
At completion of the Acquisition, the Company will adopt the legacy share
option plan as agreed with Chronos and will provide that, subject to each
person holding options to acquire shares in Chronos surrendering those options
and entering into a new option agreement with the Company granting them
options over Ordinary Shares in the capital of the Company, those such persons
will instead hold options to acquire shares in the capital of the Company.
Both Dr Huw Jones and Dr Helen Kuhlman will be receiving options in Evgen as a
result of being beneficiaries of the existing Chronos option plan.
The Acquisition Agreement is governed by the laws of England and Wales.
6. Details of the Fundraising
The Placing
The Company has conditionally raised approximately £0.80 million (before fees
and expenses) by way of a placing of 79,400,000 new Ordinary Shares at the
Issue Price. The Placing is being conducted by way of a non pre-emptive share
issue. The Placing Shares will represent approximately 15.21 per cent. of the
Issued Share Capital. The Issue Price represents a premium of approximately
5.26 per cent. to the Closing Price of 0.95 pence per Ordinary Share as at 18
March 2024 (being the last Business Day prior to the announcement of the
Fundraising).
The Board believes that raising equity finance using the flexibility provided
by a non pre-emptive placing, alongside the Subscription and Retail Offer, is
the most appropriate mechanism for the Company at this time. This allows both
existing and new investors to participate in the Placing. The Placing Shares
are not subject to clawback in favour of Shareholders.
The Placing Shares are not being made available to the public and are not
being offered or sold in any jurisdiction where it would be unlawful to do so.
The Placing is not being underwritten.
The Placing, which has been arranged on behalf of the Company by Cavendish
subject to the terms of the Placing Agreement, is conditional, inter alia,
upon:-
(i) the approval of the Resolutions at the General
Meeting;
(ii) the conditions in the Placing Agreement relating to
the Placing being satisfied or (if applicable) waived and the Placing
Agreement not having being terminated in accordance with its terms prior to
Admission; and
(iii) Admission becoming effective by no later than 8.00
a.m. on 5 April 2024 (or such later date as the Company and Cavendish may
agree, being no later than 8.00 a.m. on the Longstop Date).
Under the terms of the Placing Agreement, the Company has agreed to pay
Cavendish a fixed corporate finance fee in consideration for its corporate
finance services and a commission based on the aggregate value of the Placing
Shares subscribed at the Issue Price, together with costs and expenses
incurred in connection with the Fundraising.
The Placing Agreement contains customary warranties and indemnities given by
the Company with respect to its business and the Enlarged Group and to certain
matters connected with the Fundraising. The Placing Agreement may be
terminated by Cavendish in the event of, inter alia, a material breach by the
Company of the terms of the Placing Agreement (including the warranties) or a
material adverse change in the condition of the Enlarged Group.
The Subscription
The Company has conditionally raised £56,000 (before expenses) through the
issue, in aggregate, of 5,600,000 Subscription Shares at the Issue Price,
pursuant to the Subscription. Admission of the Subscription Shares is
conditional on the Resolutions being duly passed at the General Meeting and
Admission taking place.
The Subscription has not been underwritten and, pursuant to the terms of the
Subscription Letters is conditional, inter alia, upon Admission occurring by
not later than 8:00 a.m. on 5 April 2024 (or such later time and/or date as
the Company and Cavendish may agree, not being later than 8.00 a.m. on the
Longstop Date).
If such conditions are not satisfied, the Subscription will not proceed.
The Retail Offer
Pursuant to the terms of the Retail Offer, the Company is offering the Retail
Offer Shares to Retail Investors at the Issue Price via the Bookbuild
Platform.
Conditional on, amongst other things, the Resolutions being duly passed at the
General Meeting, up to 100,000,000 Retail Offer Shares will be issued through
the Retail Offer at the Issue Price to raise proceeds of up to approximately
£1.0 million (before expenses). If the Retail Offer is taken up in full, the
Retail Offer Shares will represent approximately 19.15 per cent. of the Issued
Share Capital. A further announcement is being made by the Company today with
further details of the Retail Offer and how investors may participate in it.
Effect of the Fundraising
The new Ordinary Shares to be allotted pursuant to the Fundraising will rank
pari passu in all respects with the Existing Ordinary Shares in issue at the
date of this Announcement and will carry the right to receive all dividends
and distributions declared, made or paid on or in respect of the Ordinary
Shares.
Application for Admission
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Subject to, amongst other things,
Shareholder approval of the Resolutions at the General Meeting, Admission will
be effective and dealings in the New Ordinary Shares on AIM are expected to
commence, at 8.00 a.m. on 5 April 2024 (or such later date as may be agreed
between the Company and Cavendish, being no later than 8.00 a.m. on the
Longstop Date).
7. Re-naming of the Company
The Board of the Company considers that alongside the Fundraising and
Acquisition that now is the right time to re-launch the combined business
under a new name better suited for the enlarged Company going forward. The
Board is pleased therefore to announce the changing of the Company's name to
"TheraCryf plc".
The change of name will become effective once Admission has occurred and
Companies House has issued a certificate of incorporation on change of name.
Alongside the change of name, the Company's website containing the information
required by AIM Rule 26 will be updated. Following the General Meeting a
further announcement will be made when the Company name, TIDM and Company
website changes take effect.
8. Notice of General Meeting
A notice convening a General Meeting, to be held at 10:00 a.m. at the offices
of Cavendish at One Bartholomew Close, London, EC1A 7BL, on 4 April 2024, will
be set out in the Circular.
At the General Meeting, the following Resolutions are being proposed:
· Resolution 1 is an ordinary resolution to
authorise the Directors under section 551 of the Act to allot the
Consideration Shares;
· Resolution 2 is an ordinary resolution to
authorise the Directors under section 551 of the Act to allot the Fundraising
Shares; and
· Resolution 3 which is conditional on the
passing of Resolution 1 and 2, is a special resolution to authorise the
Directors under section 571 of the Act, to allot the Fundraising Shares to be
issued in connection with the Acquisition on a non-pre-emptive basis.
The Directors have concluded that proceeding with the Placing, alongside the
Subscription and the Retail Offer, is the most suitable option available to
the Company for raising additional funds through the issue of new Ordinary
Shares and to proceed with the Acquisition and that issuing the new Ordinary
Shares at such a premium under the Fundraising is fair and reasonable so far
as all existing Shareholders are concerned. For the purposes of section
571(6)(c) of the Act, the Issue Price has been set by the Directors following
their assessment of market conditions and following discussions with a number
of institutional investors.
If passed, the Resolutions will enable the Placing Shares, the Subscription
Shares, the Additional Subscription Shares, the Retail Offer Shares and
the Consideration Shares to be issued.
9. Related party transactions and Directors' interests
Certain Directors and Persons Discharging Managerial Responsibility ("PDMRs")
are subscribing for new Ordinary Shares amounting to an aggregate subscription
for 8,600,000 new Ordinary Shares through the Placing or the Subscription or
pursuant to the terms of the Acquisition, as follows:
Director Number of Existing Ordinary Shares held Number of New Ordinary Shares being subscribed Number of Initial Consideration Shares being allotted pursuant to the Total number of Ordinary Shares immediately following Admission Percentage of Issued Share Capital following Admission*
Acquisition
Dr Huw Jones (CEO) 62,500 3,000,000 122,293*** 3,184,793 0.61%
Toni Hänninen (CFO)** 0 1,000,000 0 1,000,000 0.19%
Dr Susan Foden (Chair) 125,000 600,000 0 725,000 0.14%
Dr Helen Kuhlman (PDMR) 55,744 1,000,000 0 1,055,744 0.20%
Dr Glen Clack (PDMR)**** 0 1,000,000 0 1,000,000 0.19%
Dr Nicholas Mallard (PDMR) 20,771 2,000,000 0 2,020,771 0.39%
*Assuming full take up under the Retail Offer
**Toni Hänninen is participating via Borealito GmbH (a company wholly owned
by him).
*** Dr Huw Jones has a shareholding of 96,350 shares in Chronos Therapeutics
and will as result be receiving 122,293 Initial Consideration Shares in Evgen
on completion of the Acquisition.
****Dr Glen Clack is participating via Ailse Oncology Ltd (a company wholly
owned by him).
The entering into the Subscription Letters with the Company and the
participation in the Fundraising by Dr Huw Jones, Toni Hänninen, Dr Susan
Foden and Dr Glen Clack and the participation in the Placing by Dr Helen
Kuhlman and Dr Nicholas Mallard constitute related party transactions under
the AIM Rules by virtue of them each being Directors or PDMRs. The Independent
Director for the purposes of this transaction, Dr Alan Barge, considers,
having consulted with Cavendish (the Company's nominated adviser), that the
terms of the Directors' and PDMRs' participation in the Fundraising are fair
and reasonable insofar as the Company's Shareholders are concerned.
APPENDIX II - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Announcement of the Fundraising 19 March
Retail Offer opens 19 March
Publication and posting of the Circular and Form of Proxy On 19 March
Latest time and date of receipt of Form of Proxy, CREST and Proxymity voting 10:00 a.m. 2 April
instructions
Retail Offer closes 12 noon 3 April
General Meeting 10:00 a.m. 4 April
Announcement of result of the General Meeting and the Retail Offer 4 April
Admission and commencement of dealings on AIM 8.00 a.m. on 5 April
New Ordinary Shares credited to CREST Members' accounts 5 April
Despatch of definitive share certificates for within ten Business Days of Admission
New Ordinary Shares in certificated form
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the Company (with
the agreement of Cavendish), in which event details of the new times and dates
will be notified to London Stock Exchange plc and the Company will make an
appropriate announcement to a Regulatory Information Service.
(2) References to times in this announcement are to London time
(unless otherwise stated).
APPENDIX III - KEY STATISTICS
Number of Existing Ordinary Shares in issue 274,888,117
Issue Price (per new Ordinary Share) 1 pence
Acquisition
Number of Initial Consideration Shares to be issued pursuant to the 62,291,778
Acquisition*
Initial Consideration Shares as a percentage of the Issued Share Capital** 11.93%
Placing
Number of Placing Shares to be issued pursuant to the Placing 79,400,000
Placing Shares as a percentage of the Issued Share Capital** 15.21%
Subscription
Number of Subscription Shares to be issued pursuant to the Subscription 5,600,000
Retail Offer
Number of Retail Offer Shares to be issued pursuant to the Retail Offer*** Up to 100,000,000
Retail Offer Shares as a percentage of the Issued Share Capital (**) Up to 19.15%
Total Fundraising Shares*** Up to 185,000,000
Gross proceeds of the Fundraising*** Up to £1.85 million
Total number of New Ordinary Shares as a percentage of the Issued Share 89.96%
Capital (***)
Total number of Ordinary Shares in issue at Admission*** Up to 522,179,895
TIDM EVG
TIDM following Change of Name TCF
Notes:
*The number of First Deferred Consideration Shares and Second Deferred
Consideration Shares to be issued to Chronos Shareholders will be calculated
according to the then prevailing 90 day VWAP at the time the relevant
milestones are achieved so is currently unknown.
** Issued share capital immediately following Admission
***Assuming full up take of the Retail Offer
APPENDIX IV - DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise require":
"Act" the Companies Act 2006 (as amended)
"Acquisition" the acquisition of the entire issued share capital of Chronos Therapeutics
pursuant to the terms of the Acquisition Agreement
"Acquisition Agreement" the conditional share purchase agreement dated the date of this Announcement
between (1) certain Chronos Shareholders (2) the Company and (3) Chronos
"Admission" the admission of the New Ordinary Shares to trading on AIM, expected to occur
at 8.00 a.m. on 5 April 2024
"Additional Subscription Shares" the additional new Ordinary Shares that the Company may issue at the Issue
Price, to raise up to £2.0 million.
"Affiliate" an affiliate of, or person affiliated with, a person; a person that, directly
or indirectly, or indirectly through one or more intermediaries, controls or
is controlled by, or is under common control with, the person specified
"AIM" the AIM market operated by the London Stock Exchange plc
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers as
applicable, published by the London Stock Exchange
"Articles" the articles of association of the Company
"Board" the board of Directors of the Company or a duly authorised committee thereof
"Bookbuild" or "Bookbuild Platform" the online platform through which the Retail Offer is being conducted
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"Cavendish" Cavendish Capital Markets Limited, acting as nominated adviser and broker to
the Company in respect of the Fundraising or Cavendish Securities plc, as the
case may be
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
"Chronos" or "Chronos Therapeutics" Chronos Therapeutics Limited, a company with registered number 06838479 and
whose registered office is at 6-7 Citibase, New Barclay House, 234 Botley
Road, Oxford, England, OX2 0HP
"Chronos Shareholders" shareholders in Chronos Therapeutics
"Circular" the circular, containing the Notice of General Meeting to be sent to
Shareholders on 19 March 2024 alongside the Form of Proxy
"Closing Price" the closing middle market quotation of an Ordinary Share as derived from the
AIM Appendix to the SEDOL
"Company" or "Evgen" Evgen Pharma plc, a company incorporated in England and Wales with the
registered office number 09246681, to be renamed "TheraCryf Plc".
"Consideration" up to c.£3.4 million, being the total consideration payable by the Company to
the Chronos Shareholders, of which £899,481 is payable by the issue of the
Initial Consideration Shares. The remaining consideration being payable as
£1.0 million on start of first Phase 1 clinical trial and £1.5 million
payable on end of first Phase 1 clinical trial, both in shares or loan at the
Company's discretion, exclusive of any milestone payments.
"Consideration Shares" together the Initial Consideration Shares, First Deferred Consideration Shares
and Second Deferred Consideration Shares
"CREST" the relevant system (as defined in CREST Regulations) to facilitate transfer
of the title to an interest in securities in uncertified form operated by
Euroclear
"CREST Member" a person who has been admitted to CREST as a system-member (as defined in the
CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST Sponsor" a CREST Participant admitted to CREST as a sponsor
"Directors" or the "Board" the directors of the Company
"Enlarged Group" the Group as enlarged by the Acquisition
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the Operator of CREST (as defined in
the CREST Regulations)
"EUWA" the European Union (Withdrawal) Act 2018 (as amended)
"Existing Ordinary Shares" the 274,888,117 Ordinary Shares in issue as at the Latest Practicable Date
(being the last Business Day prior to the publication of this announcement)
"FCA" the UK's Financial Conduct Authority
"Form of Proxy" the form of proxy for use in relation to the General Meeting which accompanies
the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together the Placing, Subscription and the Retail Offer
"Fundraising Shares" together the Placing Shares, Subscription Shares and the Retail Offer Shares
"General Meeting" the general meeting of the Company, the details of which are set out in the
Circular
"Group" the Company and its subsidiary undertakings;
"HMRC" His Majesty's Revenue and Customs
"Initial Consideration Shares" 62,291,778 new Ordinary Shares to be issued by the Company to the Chronos
Shareholders to settle the up-front element of the Consideration
"ISIN" International Securities Identification Number
"Issued Share Capital" the entire issued share capital of the Company on Admission following
completion of the Fundraising and the Acquisition
"Issue Price" or "Placing Price" 1 pence per share
"Latest Practicable Date" 18 March 2024
"London Stock Exchange" London Stock Exchange plc
"Longstop Date" 19 April 2024
"New Ordinary Shares" the Fundraising Shares and the Initial Consideration Shares
"Notice of General Meeting" the notice convening the General Meeting which is set out at the end of the
Circular
"Official List" the Official List of the FCA
"Ordinary Shares" the ordinary shares in the capital of the Company having a nominal value of
£0.0025 each
"Overseas Shareholders" Shareholders with registered addresses outside the United Kingdom or who are
citizens or residents of countries outside the United Kingdom
"PDMR" Person discharging managerial responsibility
"Placees" the subscribers for the Placing Shares pursuant to the Placing
"Placing" the conditional placing by Cavendish on behalf of the Company of the Placing
Shares in accordance with the Placing Agreement
"Placing Agreement" the conditional agreement dated 19 March 2024 between the Company and
Cavendish in relation to the Placing
"Placing Shares" the 79,400,000 new Ordinary Shares to be issued pursuant to the Placing
subject to, inter alia, the passing of the Resolutions at the General Meeting
"Prospectus Regulation Rules" the prospectus rules published by the FCA pursuant to section 73A of FSMA (as
amended from time to time)
"Retail Investors" eligible investors in the Retail Offer
"Retail Offer" the offer of New Ordinary Shares to be subscribed for by Retail Investors via
the Bookbuild Platform at the Issue Price
"Retail Offer Shares" up to 100,000,000 new Ordinary Shares to be issued pursuant to the Retail
Offer subject to, inter alia, the passing of the Resolutions at the General
Meeting
"Registrar" Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
"Resolutions" the ordinary and special resolutions to be proposed at the General Meeting as
set out in the Notice of General Meeting and "Resolution" shall mean any one
of them
"Restricted Jurisdiction" each and any of the United States, Canada, Japan, South Africa, New Zealand or
Australia and any other jurisdiction where the extension or the availability
of the Fundraising would breach any applicable law
"Securities Act" the US Securities Act of 1933
"SEDOL" Stock Exchange Daily Official List
"Shareholders" and, individually a "Shareholder" the holders of Ordinary Shares from time to time
"Subscription" the subscription for 5,600,000 new Ordinary Shares at the Issue Price under
the terms of the Subscription Letters
"Subscription Letters" the agreements dated on or about 19 March 2024 between the Company and certain
Directors and employees in connection with the Subscription
"Subscription Shares" the 5,600,000 new Ordinary Shares to be issued pursuant to the Subscription
subject to, inter alia, the passing of the Resolutions at the General Meeting
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation" the UK version of the Prospectus Regulation as it forms part of EU retained
law by virtue of the EUWA
"uncertificated" or "uncertificated form" a share or security recorded in the Company's register of members as being
held in uncertificated form, title to which may be transferred by means of
CREST
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"US Securities Act" the United States Securities Act of 1993, as amended
All references in this announcement to "£", "pence", "p" or "pounds sterling"
are to the lawful currency of the UK.
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