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REG - ValiRx PLC - Fundraising of up to £1,050,000

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RNS Number : 4831F  ValiRx PLC  30 October 2025

30 October 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THE "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE ANY SECURITIES OF THE COMPANY.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) 596/2014 AS AMENDED BY REGULATION 11 OF THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019/310. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

ValiRx PLC

("ValiRx" or the "Company")

Fundraising of up to £1,050,000 comprising:

Placing of 112,304,600 Tranche 1 Placing Shares

Conditional Placing of 183,695,400 Tranche 2 Placing Shares

Conditional WRAP Retail Offer for up to 120,000,000 new Shares

Conditional Director/PDMR Subscriptions for 4,000,000 Shares

Conditional Fee Shares of 7,650,000

all at the Issue Price of 0.25 pence per share

Conditional Issue of up to 427,650,000 Fundraising Warrants

Conditional Issue of up to 19,000,000 Broker Warrants

 

London, UK - ValiRx Plc (AIM: VAL), a life sciences company focusing on
early-stage cancer therapeutics and women's health, announces a fundraising
to raise up to £1,050,000 (before expenses) comprising a firm placing of the
Tranche 1 Placing Shares, a conditional Placing of the Tranche 2 Placing
Shares, a conditional WRAP Retail Offer and a conditional Subscription through
the allotment and issue of, in aggregate, up to 420,000,000 new Shares at the
Issue Price of 0.25 pence per Ordinary Share plus the conditional grant of (in
aggregate) up to 427,650,000 Fundraising Warrants. The Placing was conducted
by SP Angel Corporate Finance LLP and Shard as placing agents for the Company.

 

The WRAP Retail Offer will provide Retail Investors an opportunity to
participate in the Fundraising at the same price as subscribers for Placing
Units. For the avoidance of doubt, the WRAP Retail Offer is not part of the
Placing.

 

In addition to the Placing and the WRAP Retail Offer, the Directors of the
Company and persons closely associated with them have participated in the
Fundraising by way of direct subscription with the Company and via the Placing
for, in aggregate, 4,000,000 Subscription Shares at the Issue Price (the
"Subscription") and 36,000,000 Placing Shares. The aggregate participation by
the Directors pursuant to the Fundraising is £100,000.

 

The issue of the Tranche 2 Placing Shares, Subscription Shares, WRAP Retail
Offer Shares and the grant of the Fundraising Warrants is subject to the
passing of the Fundraising Resolutions at the General Meeting.

 

The Issue Price represents a discount of 45.7 per cent. to the closing
mid-market price of 0.46 pence per Existing Share on 29 October 2025 (being
the last practicable Business Day before announcement of the Fundraising).

 

Fundraising Warrants

 

In connection with the Fundraising, the Company has offered to all subscribers
in the Placing, Subscription and WRAP Retail Offer, warrants to subscribe for
one (1) Ordinary Share for every one (1) New Ordinary Share subscribed for.
The Fundraising Warrants will be exercisable at a price of 0.5 pence per
Ordinary Share, a premium of approximately 100 per cent. to the Issue Price.
The Fundraising Warrants are exercisable at any time until the third
anniversary of Tranche 2 Admission. The Fundraising Warrants will only be
granted to subscribers of New Ordinary Shares on Tranche 2 Admission,
conditional inter alia on the passing of the Fundraising Resolutions at the
General Meeting.

 

Broker Warrants

 

Pursuant to the Placing Agreement and the WRAP Agreement, the Company has
agreed to grant warrants to subscribe for new Ordinary Shares to each of SP
Angel, Shard and Winterflood respectively. The Company has agreed to grant SP
Angel 2,500,000 Broker Warrants; to grant Shard 10,500,000 Broker Warrants and
to grant Winterflood up to 6,000,000 Broker Warrants. The Broker Warrants will
be exercisable at the Issue Price per Ordinary Share. The Broker Warrants are
exercisable at any time until the third anniversary of Tranche 2 Admission.
The Broker Warrants will be granted to each of SP Angel, Shard and Winterflood
on Tranche 2 Admission, conditional inter alia on the passing of the
Fundraising Resolutions at the General Meeting.

 

In addition, pursuant to the terms of the Placing Agreement, the Company has
agreed to issue 2,400,000 Tranche 2 Placing Shares to  Cairn in consideration
of £6,000 of advisory fees in connection with the Placing and to issue
5,250,000 Tranche 2 Placing Shares to  Shard in consideration of £13,125 of
commission fees in connection with the Placing. In aggregate, the Company has
agreed to issue 7,650,000 Fee Shares with 7,650,000 Fundraise Warrants
attached.

 

Fundraising highlights

·      Placing and Subscription to raise gross proceeds of approximately
£750,000

 

·      Conditional WRAP Retail Offer to raise up to an additional
£300,000, providing shareholders and other investors an opportunity to
participate in the Fundraising

 

·      WRAP Retail Offer launches on 30 October 2025 and is open for
applications up to 4.30 p.m. (UK) on 3 November 2025

 

·      Announcement of the result of the WRAP Retail Offer and final
quantum raised expected on or around 4 November 2025

 

·      Warrants to subscribe for one (1) New Ordinary Share for every
one (1) New Ordinary Shares purchased pursuant to the Fundraising

 

·      General Meeting to be convened shortly to approve the issuance of
the Placing, WRAP Retail Offer and Subscription shares, Fee Shares, Fundraise
Warrants and Broker Warrants

·      Issue Price of 0.25 pence per share represents a discount of 45.7
per cent. to closing market price on last practicable Business Day prior to
this announcement, being 0.46 pence per share.

 

The Circular together with a Notice of General Meeting will be posted to
shareholders in due course.

 

Total Voting Rights

 

For the purpose of the Disclosure Guidance and Transparency Rules, following
First Admission the enlarged issued share capital of the Company will comprise
486,653,272 ordinary shares of 0.1 pence each. The Company does not hold any
shares in the treasury. The above figure 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 a change to their interest in, the
Company, under the Disclosure Guidance and Transparency Rules.

 

Martin Gouldstone, Non-Executive Chairman, commented:

"I am pleased to see the Company successfully close this round during a
difficult funding environment, this will enable us to continue to develop
important novel therapies in oncology and female health to ultimately benefit
patients."

Mark Eccleston, CEO, commented:

"The Company now operates a lean model building on the restructure implemented
earlier in the year and the funds will be used primarily to expand our
evaluation pipeline whilst progressing existing SPVs, Cytolytix, Blue Ribbon
and the 3K screen program through Inaphaea as we aim to deliver significant
value accretion throughout 2026."

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). The Directors of the Company
take responsibility for this announcement.

Cautionary statement

Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving
this announcement should not place undue reliance on forward-looking
statements. Unless otherwise required by applicable law, regulation or
accounting standard, the Company does not undertake to update or revise any
forward-looking statements, whether as a result of new information, future
developments or otherwise.

For more information, please contact:

 Investor questions on this announcement           https://valirx.com/link/yEMZvy

 We encourage all investors to share questions

 on this announcement via our investor hub
 ValiRx plc                                        Tel: +44 115 784 0026

                                                   www.valirx.com (http://www.valirx.com)

 Dr Mark Eccleston, CEO                            Mark.Eccleston@valirx.com
 Cairn Financial Advisers LLP (Nominated Adviser)  Tel: +44 (0) 20 7213 0880

 Liam Murray / Ludovico Lazzaretti
 Shard Capital Partners LLP (Broker)               Tel: +44 (0) 20 7186 9000

 Damon Heath

 Andrew Gutmann
 SP Angel Corporate Finance LLP (Placing Agent)    Tel: +44 (0) 20 3470 0470

 David Hignell

 Vadim Alexandre
 V Formation (Public Relations)                    +44 (0) 115 787 0206

                                                   www.vformation.biz (http://www.vformation.biz)

 Lucy Wharton - Senior PR Executive                lucy@vformation.biz

 Sue Carr - Director                               sue@vformation.biz

 

Background to and Reasons for the Fundraising

 

ValiRx is an AIM-quoted life science company focused on cancer therapeutics
and women's health. The Company seeks to identify the most promising research
in academia and innovative biotechnology companies and translate this research
towards clinical development, providing a pathway to commercialisation.

 

The Company has identified certain fundamental issues impacting drug
development today, in terms of innovation, productivity and access. A lack of
expertise in early-stage drug developers, particularly in academia,
contributes to low rates of success in translating novel scientific research
into valuable new therapeutic assets, hindering both the adoption of
innovation and the overall productivity of developing new treatments.

 

To address these fundamental issues, ValiRx has adopted a strategy to improve
the efficacy of translating promising novel research into the preclinical
development phase, with a particular focus on women's health and oncology.
Combining its clinical knowledge, deep biological expertise, data generation
and data interpretation abilities, ValiRx seeks to unlock the substantial
potential of early-stage innovation and provide a specialist service for its
in-house collaborative projects and third-party innovators through its
subsidiary, Inaphaea Biolabs Limited ("Inaphaea").

 

Use of Proceeds

 

The proceeds of the Fundraising, in aggregate of approximately £1,050,000
(before expenses and assuming full take up of the WRAP Retail Offer), are
intended to be used by the Group for the following:

 

                                                                              Estimated cost
 ·      R&D: invest into the ValiRx future collaborative pipeline             £0.4m
 ·      R&D: preclinical development of Cytolytix                             £0.3m
 ·      R&D: preclinical development of VAL201 2.0                            £0.05m
 ·      Operating costs (balance from R&D tax credits, revenue and            £0.25m
 grants)

 

 

For the purposes of section 571(6)(c) of the Companies Act 2006, the Issue
Price has been determined by the Company following discussions with market
participants and its professional advisers.

 

Details of the Placing, the WRAP Retail Offer, Subscription and Fundraise
Warrants

 

Details of the Fundraising

 

The Fundraising comprises the Placing, the WRAP Retail Offer, the Subscription
and the grant of the Fundraising Warrants.

 

Further details of each element of the Fundraising are set out below.

 

The Placing

The Group has conditionally raised approximately £740,000 (before expenses)
through the Placing.

 

The Placing Units have been conditionally placed with new and existing
investors. The Placing Units are not being underwritten.

 

The Placing Units were not, and are not being, offered to the public and are
not being offered or sold in any jurisdiction where it would be unlawful to do
so.

 

The issue of the Tranche 1 Placing Shares is conditional, inter alia, on
Tranche 1 Admission becoming effective by no later than 8.00 a.m. on or around
6 November 2025 or such other date (being not later than 8.00 a.m. on 5
December 2025) as Cairn, SP Angel, Shard and the Company may agree.

 

The issue of the Tranche 2 Placing Shares is conditional, inter alia, on the
passing of the Fundraising Resolutions and It is anticipated that Tranche 2
Admission will become effective and that dealings in the Tranche 2 Placing
Shares will commence on AIM at 8.00 a.m. on or around 21 November 2025 or such
other date (being not later than 8.00 a.m. on 5 December 2025) as Cairn, SP
Angel, Shard and the Company may agree.

WRAP Retail Offer

The Company values its retail Shareholder base and believes that it is
appropriate to provide eligible Retail Investors in the United Kingdom with
the opportunity to participate in the WRAP Retail Offer. The Company is
therefore making the WRAP Retail Offer available through certain financial
intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for WRAP Retail
Offer Shares at the Issue Price should contact their broker or wealth manager
who will confirm if they are participating in the WRAP Retail Offer.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com
(mailto:WRAP@winterflood.com) .

 

The Retail Offer is expected to close at 4.30 p.m. (UK) on 3 November 2025.
Eligible Retail Investors should note that financial intermediaries may have
earlier closing times. The result of the WRAP Retail Offer is expected to be
announced by the Company on or around 4 November 2025.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and be individuals aged 18 years or
over, companies, other bodies corporate, partnerships, trusts, associations or
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 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.

 

Details of the Subscription and related party transaction

 

As part of the Placing, Mark Eccleston, CEO of the Company, has conditionally
subscribed for 36,000,000 Placing Shares.

 

In addition to the Placing and the WRAP Retail Offer, certain Directors of the
Company, persons closely associated with them and an employee have
conditionally subscribed directly with the Company for, in aggregate,
40,000,000 Subscription Shares at the Issue Price. Director participation in
the Placing and Subscription will form part of Tranche 2 Admission and are
detailed below:

 

 

 Name                  Number of existing Ordinary Shares  Percentage of existing issued share capital  Number of New Ordinary Shares  Number of Ordinary Shares on Tranche 2 Admission  Percentage of enlarged share capital on Tranche 2 Admission(1)
 Mark Eccleston        22,746,187                          6.08%                                        36,000,000                     58,746,187                                        7.40%
 Cathy Tralau-Stewart  835,897                             0.22%                                        1,200,000                      2,035,897                                         0.26%
 Gerry Desler          964,565                             0.26%                                        1,200,000                      2,164,565                                         0.27%
 Martin Gouldstone     769,231                             0.21%                                        1,200,000                      1,969,231                                         0.25%
 Total                 25,315,880                          6.76%                                        39,600,000                     64,915,880                                        8.17%

(1) Assuming the WRAP Retail Offer Shares are subscribed for in full

 

The New Ordinary Shares conditionally subscribed for by the Directors will be
issued on Tranche 2 Admission, conditional inter alia on the passing of the
Fundraising Resolutions at the General Meeting.

 

The participation of the Company's directors in the Fundraising is a "related
party transaction" for the purposes of Rule 13 of the AIM Rules. As all of the
Company's directors are participating in the Fundraising there are no
directors independent of the Fundraising, as a consequence they are unable to
consult with the Company's nominated adviser (Cairn Financial Advisers LLP) in
relation to the Fundraising being fair and reasonable insofar as shareholders
are concerned as is required pursuant to AIM Rule 13. Consequently, Cairn
Financial Advisers LLP confirms that it believes the terms of the Fundraising
are fair and reasonable insofar as shareholders are concerned.

 

Issue Price

The Issue Price represents a discount of approximately 45.7 per cent. to the
closing middle market price of 0.46 pence per Ordinary Share on 29 October
2025, being the latest practicable date prior to the publication of this
announcement by the Company on 30 October 2025.

The New Ordinary Shares will be issued as fully paid and will, upon issue,
rank pari passu with the Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of such shares after their date of issue.

Admission to trading on AIM

Application has been made to the London Stock Exchange for the Tranche 1
Placing Shares to be admitted to trading on AIM. It is anticipated that
Tranche 1 Admission will become effective and that dealings in the Tranche 1
Placing Shares will commence on AIM at 8.00 a.m. on or around 6 November 2025
or such other date (being not later than 8.00 a.m. on 5 December 2025) as
Cairn, SP Angel, Shard and the Company may agree.

 

Subject to, inter alia, the passing of the Fundraising Resolutions at the
forthcoming GM, compliance by the Company in all material respects with its
obligations under the Placing Agreement and the occurrence of the Tranche 1
Admission, application will be made to the London Stock Exchange for the
Tranche 2 Placing Shares, the WRAP Retail Offer Shares, Fee Shares and the
Subscription Shares to be admitted to trading on AIM. It is anticipated that
Tranche 2 Admission will become effective and that dealings in the Tranche 2
Placing Shares (including the Fee Shares), the WRAP Retail Offer Shares, and
the Subscription Shares will commence on AIM at 8.00 a.m. on or around 21
November 2025 or such other date (being not later than 8.00 a.m. on 5 December
2025) as Cairn, SP Angel, Shard and the Company may agree.

The New Ordinary Shares will be issued as fully paid and will, upon issue,
rank pari passu with the Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of such shares after their date of issue.

 

General Meeting

 

Tranche 2 Placing Shares, the WRAP Retail Offer Shares, Fee Shares and the
Subscription Shares to be issued pursuant to the Fundraise, as well as the
grant of the Fundraising Warrants and the Broker Warrants, are conditional on
approval of shareholder authorities which will be sought at a General Meeting
of the Company. The GM is expected to occur on or around 20 November 2025, a
further announcement convening the GM will be made shortly.

 

Total Voting Rights

 

For the purpose of the Disclosure Guidance and Transparency Rules, following
Tranche 1 Admission the enlarged issued share capital of the Company will
comprise 486,653,272 ordinary shares of 0.1 pence each. The Company does not
hold any shares in the treasury. The above figure 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 a change to their interest in,
the Company, under the Disclosure Guidance and Transparency Rules.

 

 

DEFINITIONS

 

The following words and expressions shall have the following meanings in this
Announcement unless the context otherwise requires:

 

 ·      "Admission"                                         ·      Tranche 1 Admission or Tranche 2 Admission, as the context
                                                            requires;
 ·      "AIM"                                               ·      the market of that name operated by London Stock Exchange;
 ·      "AIM Rules"                                         ·      the AIM Rules for Companies published by London Stock Exchange
                                                            from time to time;
 ·      "Business Day"                                      ·      any day other than a Saturday, Sunday or public holiday in
                                                            England and Wales on which clearing banks in London are open for general
                                                            banking business;
 ·      "Cairn"                                             ·      Cairn Financial Advisers LLP;
 ·      "certificated" or                                   ·      not in uncertificated form;

"in certificated form"
 ·      "Circular"                                          ·      the circular, which will provide details of the Fundraising and
                                                            the General Meeting;
 ·      "Company" or "ValiRx"                               ·      ValiRx PLC;
 ·      "CREST"                                             ·      the facilities and procedures for the time being of the relevant
                                                            system of which Euroclear has been approved as operator pursuant to the CREST
                                                            Regulations;
 ·      "CREST Regulations"                                 ·      the Uncertificated Securities Regulations 2001 (SI 2001/3755);
 ·      "Directors" or "Board"                              ·      the directors of the Company, or any duly authorised committee
                                                            thereof;
 ·      "Enlarged Share Capital"                            ·      the issued ordinary share capital of the Company immediately
                                                            following Tranche 2 Admission;
 ·      "Existing Shares"                                   ·      the 374,348,672 Shares in issue as at the date of this document;
 ·      "FCA"                                               ·      Financial Conduct Authority;
 ·      "Fee Shares"                                        7,650,000 Ordinary Shares to be issued by the Company at the Issue Price in
                                                            lieu of fees in connection with the Fundraising;
 ·      "Form of Proxy"                                     the form of proxy for use at the General Meeting, which accompanies this
                                                            document;
 ·      "Fundraising"                                       ·      the fundraising being undertaken by the Company, comprising the
                                                            Placing, the WRAP Retail Offer, the Subscription and the grant of the
                                                            Fundraising Warrants;
 ·      "Fundraising Resolutions"                           ·      the resolutions numbered 1 and 2 (in the agreed form) set out in
                                                            the Notice of General Meeting;
 ·      "Fundraising Warrants"                              ·      the warrants which, subject to the passing of the Resolutions,
                                                            will be granted to the subscribers of New Ordinary Shares which shall be
                                                            constituted by the Warrant Instrument;
 ·      "General Meeting"                                   ·      the general meeting of the Company expected to be convened on or
                                                            around 20 November 2025;
 ·      "Group"                                             ·      the Company and its subsidiary undertakings from time to time;
 ·      "Issue Price"                                       ·      0.25 pence per New Ordinary Share;
 ·      "Joint Brokers"                                     ·      each of Shard and SP Angel;
 ·      "London Stock Exchange"                             ·      London Stock Exchange Group plc;
 ·      "Neville Registrars" or "Receiving Agent"           ·      Neville Registrars Limited;
 ·      "Notice of General Meeting"                         ·      the notice convening the General Meeting to be published and sent
                                                            to shareholders in due course;
 ·      "New Ordinary Shares"                               ·      the Placing Shares, the WRAP Retail Offer Shares, the Fee Shares
                                                            and the Subscription Shares;
 ·      "Ordinary Shares" or "Shares"                       ·      the ordinary shares of 0.1 penny each in the capital of the
                                                            Company;
 ·      "Placing"                                           ·      the placing by Shard and SP Angel, as agents of the Company, of
                                                            the Placing Units;
 ·      "Placing Shares"                                    ·      together, the Tranche 1 Placing Shares and the Tranche 2 Placing
                                                            Shares;
 ·      "Placing Units"                                     the Placing Shares and the Fundraising Warrants;
 ·      "Register"                                          ·      the register of members of the Company;
 ·      "Regulatory Information Service"                    ·      a regulatory information service approved by the FCA and on the
                                                            list of regulatory information services maintained by the FCA;
 ·      "Resolutions"                                       ·      the resolutions to be proposed at the General Meeting;
 ·      "Restricted Jurisdiction"                           ·      any of Canada, Australia, Belarus, New Zealand, the Republic of
                                                            Ireland, the Republic of South Africa, Russia, Switzerland or Japan;
 ·      "Retail Investors"                                  existing Shareholders or non-Shareholders who are resident in the United
                                                            Kingdom and who are a customer of an intermediary and who is eligible to
                                                            subscribe in the  WRAP Retail Offer in accordance with its terms;
 ·      "Shareholders"                                      ·      holders of Shares;
 ·      "Shard"                                             ·      Shard Capital Partners LLP;
 ·      "SP Angel"                                          ·      SP Angel Corporate Finance LLP;
 ·      "Subscribers"                                       those persons who have agreed to subscribe for the Subscription Shares at the
                                                            Issue Price pursuant to the Subscription Agreements;
 ·      "Subscription"                                      ·      the conditional subscription by the Subscribers for the
                                                            Subscription Shares at the Issue Price made on the terms and subject to the
                                                            conditions set out in the Subscription Agreements;
 ·      "Subscription Agreements"                           the conditional agreements entered into between the Company and each of the
                                                            Subscribers, relating to the Subscription;
 ·      "Subscription Shares"                               ·      40,000,000 Ordinary Shares to be issued by the Company at the
                                                            Issue Price pursuant to the Subscription;
 ·      "Tranche 1 Admission"                               admission of the Tranche 1 Placing Shares to trading on AIM becoming effective
                                                            in accordance with the AIM Rules which is expected to occur at 8.00 a.m. on 6
                                                            November 2025;
 ·      "Tranche 1 Placing Shares"                          112,304,600 Ordinary Shares to be issued by the Company at the Issue Price
                                                            pursuant to the Placing;
 ·      "Tranche 2 Admission"                               admission of the Tranche 2 Placing Shares, the Subscription Shares, Fee Shares
                                                            and the WRAP Retail Offer Shares to trading on AIM becoming effective in
                                                            accordance with the AIM Rules which is expected to occur at 8.00 a.m. on 21
                                                            November 2025;
 ·      "Tranche 2 Placing Shares"                          183,695,400 Ordinary Shares to be issued by the Company at the Issue Price
                                                            pursuant to the Placing;
 ·      "uncertificated form" or                            ·      recorded in the Register as being held in uncertificated form in

"in uncertificated form"                                  CREST and title to which, by virtue of the CREST Regulations, may be
                                                            transferred by means of CREST;
 ·      "United Kingdom" or "UK"                            ·      the United Kingdom of Great Britain and Northern Ireland;
 ·      "United States" or "US"                             ·      the United States of America;
 ·      "US Dollar"                                         ·      the lawful currency of the United States;
 ·      "US Securities Act"                                 ·      the U.S. Securities Act of 1933, as amended;
 ·      "Warrant Instrument"                                ·      the instrument which, subject to the passing of the Resolutions,
                                                            shall be entered into by the Company which shall constitute the Fundraising
                                                            Warrants.
 ·      "Winterflood"                                       Winterflood Securities Limited, a company registered in England and Wales with
                                                            a company number 02242204 and having its registered office at Riverbank House,
                                                            2 Swan Lane, London, United Kingdom, EC4R 3GA;
 ·      "WRAP" or "WRAP Platform"                           the Winterflood Retail Access Platform technology platform being used to
                                                            facilitate the WRAP Retail Offer, operated by Winterflood;
 ·      "WRAP Retail Offer"                                 ·      means the conditional offer  of WRAP Retail Offer Shares at the
                                                            Issue Price to Retail Investors via the WRAP Platform pursuant to the Retail
                                                            Offer Intermediaries Agreements;
 ·      "WRAP Retail Offer Intermediaries Agreement"        the Retail Offer terms and conditions and the final terms which together set
                                                            out the terms and conditions upon which each intermediary agrees to make the
                                                            WRAP Retail Offer available to Retail Investors; and
 ·      "WRAP Retail Offer Shares"                          ·      means up to  120,000,000 Ordinary Shares to be issued by the
                                                            Company at the Issue Price pursuant to the WRAP Retail Offer.

 

 

 

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