REG - ValiRx PLC - WRAP Retail Offer for up to £300,000

ValiRxAnnouncement

30/10/2025 07:30

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RNS Number : 4833F  ValiRx PLC  30 October 2025

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

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

30 October 2025

 

ValiRx PLC

("ValiRx" or the "Company")

 

WRAP Retail Offer for up to £300,000

 

ValiRx Plc (AIM: VAL), a life sciences company focusing on early-stage cancer
therapeutics and women's health, is pleased to announce a retail offer via the
Winterflood Retail Access Platform ("WRAP") to raise up to £300,000  (the
"WRAP Retail Offer") through the issue of new ordinary shares of 0.1 pence
each in the capital of the Company ("Ordinary Shares") and Warrants (as
defined below).  Under the WRAP Retail Offer up to 120,000,000 new Ordinary
Shares (the "WRAP Retail Offer Shares") will be made available at a price of
0.25 pence per share ("Issue Price"). As part of the WRAP Retail Offer, the
Company has agreed that one warrant for every one WRAP Retail Offer Share will
be granted (for no additional subscription cost), with each warrant entitling
the holder to acquire one new Ordinary Share at a price of 0.50 pence up to
the third year anniversary from the date of admission of the Tranche 2 Placing
Shares to trading on AIM (as set out in the Company's announcement of 30
October 2025 (the "Warrants").

 

In addition to the WRAP Retail Offer and as announced at 7.15 a.m. on 30
October 2025, the Company has conditionally raised £750,000 through the
Placing and Subscription (together the "Fundraise") of new Ordinary Shares at
the Issue Price. The Issue Price represents a premium of approximately 45.7
per cent. to the mid-market closing price of 0.46 pence per Existing Share on
29 October 2025 (being the latest practicable date prior to this
announcement). The issue price of the WRAP Retail Offer Shares is equal to the
Issue Price.

 

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

 

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

 

The WRAP Retail Offer and issue of the Warrants are conditional on shareholder
approval of allotment authorities in relation to the Fundraise at a
forthcoming general meeting and on the WRAP Retail Offer Shares being admitted
to trading on AIM ("Admission"). It is anticipated that Admission will become
effective and that dealings in the WRAP Retail Offer Shares will commence on
or around 21 November  2025. A circular is expected to be posted shortly to
convene a general meeting on or around 20 November 2025. A further
announcement will be made in due course.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of ValiRx,
following release of this announcement and 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 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.

 

The WRAP 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 including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

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

 

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

 

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

 

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue. The Warrants will, when exercised, be
credited as fully paid Ordinary Shares, and have the right to receive all
dividends and other distributions declared, made or paid after their date of
exercise.

 

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price (when aggregated
with the Warrants) does not exceed EUR 8 million (or the equivalent amount in
GBP, calculated in accordance with the Prospectus Rules Regulations Sourcebook
of the Financial Conduct Authority (the "FCA").

 

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

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

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

 

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

 

It should be noted that the Warrants do not guarantee any return and will
expire if not exercised prior to their expiry date. If the share price of the
Company does not exceed the exercise price of the Warrants prior to their
expiry date then it is unlikely that any of the Warrants would be exercised.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the announcement on 30 October 2025.

 

 ValiRx plc                                        Tel: +44 115 784 0026

                                                   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

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

                                                   www.vformation.biz

 Lucy Wharton - Senior PR Executive

 Sue Carr - Director                               lucy@vformation.biz

                                                   sue@vformation.biz

 Winterflood Retail Access Platform                WRAP@winterflood.com

 Sophia Bechev / Kaitlan Billings                  +44(0) 20 3100 0286

 

Further information on the Company can be found on its website at valirx.com

 

The Company's LEI is 213800VQKB9SJCQDET40.

 

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

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

SP Angel Corporate Finance LLP ("SP Angel") and Shard Capital Partners LLP
("Shard"),  are authorised and regulated by the FCA in the United Kingdom.
The Joint Brokers are acting solely as Joint Brokers exclusively for the
Company and no one else in connection with the Placing and the contents of
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as clients of the Joint Brokers in relation to
the Placing or the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on each of the Joint Brokers by FSMA or the regulatory regime
established thereunder, neither of the Joint Brokers accept responsibility
whatsoever, and makes no representation or warranty, express or implied, for
the Placing or the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. Each of the Joint Brokers accordingly disclaims all
and any liability whatsoever, whether arising in tort, contract or otherwise
(save as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

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