REG - Verici Dx PLC - Result of Fundraise

Verici DxAnnouncement

04/03/2022 16:15

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RNS Number : 7473D  Verici Dx PLC  04 March 2022

 

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN VERICI DX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF,
OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
VERICI DX PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS RETAINED AS PART OF DOMESTIC UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

4 March 2022

 

Capitalised terms in this announcement have the same meaning as in the
announcement issued at 07.10 a.m. today relating to the launch of the
Fundraise unless otherwise indicated

 

Verici Dx plc

("Verici Dx" or the "Company")

 

Fundraise - Successful Placing

 

Further to the announcement made at 7.10 a.m. today, Verici Dx plc (AIM:
VRCI), a developer of advanced clinical diagnostics for organ transplant, is
pleased to announce the successful completion of the Placing.

The Placing has raised gross proceeds of approximately £9.55million (before
expenses), through the placing of 27,282,492 Placing Shares with existing and
new investors at the Fundraise Price of 35 pence. 14,285,714 of the Placing
Shares are EIS/VCT qualifying (the "EIS/VCT Shares").

The 27,282,492 Placing Shares represent approximately 19.25% per cent. of the
existing issued share capital of the Company.

The Subscription is expected to generate further gross proceeds of
approximately £0.45 million and will remain open until further notice to
allow a limited number of entities and individuals who are outside of the
United Kingdom to subscribe.  A further announcement will be made in due
course relating to the completion of the Subscription and the Fundraise.

The Placing Shares, other than the EIS/VCT Shares, and the Subscription Shares
are conditional upon, amongst other things, Admission becoming effective. The
Placing is also conditional on the Placing Agreement not being terminated in
accordance with its terms prior to Admission.

Singer Capital Markets is acting as placing agent for and on behalf of the
Company in respect of the Placing.

Sara Barrington, CEO of Verici Dx, commented:

"In these challenging times we are particularly grateful to be able to access
additional funds through the support of both existing and new shareholders.
Verici will now focus on executing its strategic growth and commercialisation
plans and we look forward to updating the market on our progress in what will
be an important year for the Company, as we strive to bring improvements in
patient outcomes and healthcare economics to the kidney transplant market."

 

Related Party and Other Transactions

Further to the announcement released by the Company at 7:10am p.m. on 4
March 2022 , Christopher Mills / Harwood Capital LLP(1) ("Harwood Capital")
has confirmed its participation in the Placing and will invest in 2,928,571
Placing Shares for consideration of £1.025 million. Immediately prior to this
announcement, Harwood Capital owned 28,368,572 Ordinary Shares, representing
approximately 20.01% per cent. of the Company's existing issued share
capital. As a Substantial Shareholder (as defined in the AIM Rules), the
participation of Harwood Capital in the Placing constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules.

 

The Directors (all of whom are regarded as being independent of Harwood
Capital), having consulted with  Singer Capital Markets as the Company's
nominated adviser, consider that the participation by Harwood Capital in the
Placing is fair and reasonable in so far as shareholders are concerned.

 

Harwood Capital is a substantial shareholder in both Verici and EKF (in which
it owns a 28.48% interest).  Christopher Mills is Chair of EKF and Julian
Baines, the Chair of Verici, is its Deputy Chairman.  Having regard to these
facts and noting that although EKF does not fall under the definition of a
related party under the AIM Rules and therefore its investment in 7,142,857
Placing Shares for a consideration of £2.5 million does not qualifying as a
related party transaction under Rule 13, the participation by EKF in the
Fundraise has nonetheless been closely considered.    The independent
Directors of Verici, being those other than Julian Baines in relation to EKF's
participation in the Placing, having consulted with Singer Capital Markets,
the Company's nominated adviser, consider that the terms of the investment by
EKF are fair and reasonable in so far as shareholders are concerned.

 

Note:

1       Christopher Mills is the controlling shareholder of Harwood
Capital, whose associate companies act as adviser or investment manager to two
investment trusts on whose boards Christopher Mills serves.  The interests of
Harwood Capital are therefore aggregated with those of Christopher Mills
(which include those of his immediate family).

Admission

Applications will be made to the London Stock Exchange for 14,285,714 EIS/VCT
Shares and for at least 14,285,715  Non-EIS /VCT Placing Shares (including
the Subscription Shares) to be admitted to trading on AIM. The Placing Shares,
when issued, will be fully paid and will rank pari passu in all respects with
each other and with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of issue.

It is expected that settlement of the EIS/VCT Placing Shares will take place
on 11 March 2022 and that Admission of the Placing Shares and the Subscription
Shares will become effective at 8.00 a.m. on 14 March 2022.

Total Voting Rights

A further announcement will be made in relation to Company's increased total
voting rights following completion of the Subscription.

Enquiries:

                                                          www.v (http://www.vericidx.com) ericidx (http://www.vericidx.com) .com

                                                        (http://www.vericidx.com)

 Verici Dx
 Sara Barrington, CEO                                     Via Walbrook PR
 Julian Baines, Chairman

 Singer Capital Markets (Nominated Adviser & Broker)      Tel: 020 7496 3000
 Aubrey Powell / Kailey Aliyar / Tom Salvesen

 Walbrook PR Limited                                      Tel: 020 7933 8780 or vericidx@walbrookpr.com
                                                          (mailto:renalytix@walbrookpr.com)
 Paul McManus / Sam Allen                                 Mob: 07980 541 893 / 07502 558 258

 

 

 

About Verici Dx plc www.vericidx.com (http://www.vericidx.com)

Verici Dx is a developer of a complementary suite of leading-edge tests
forming a kidney transplant platform for personalised patient and organ
response risk to assist clinicians in medical management for improved patient
outcomes.  The underlying technology is based upon artificial intelligence
assisted transcriptomic analysis to provide RNA signatures focused upon the
immune response and other biological pathway signals critical for transplant
prognosis of risk of injury, rejection and graft failure from pre-transplant
to late stage.  The Company also has a mission to accelerate the pace of
innovation by research using the fully characterised data from the underlying
technology and collaboration with medical device, biopharmaceutical and data
science partners.

 

The foundational research was driven by a deep understanding of cell-mediated
immunity and is enabled by access to expertly curated collaborative studies in
highly informative cohorts in kidney transplant.

 

IMPORTANT NOTICES

This Announcement and the information contained herein is for information
purposes only and is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of the relevant
laws or regulations of such jurisdiction (the "Placing Restricted
Jurisdictions"). The New Ordinary Shares have not been and will not be
registered under the United States Securities Act of 1933 (the "Securities
Act") or under the securities laws of any state or other jurisdiction of the
United States and may not be ordered, sold, or transferred, directly or
indirectly, in or into the United States absent registration under the
Securities Act or an available exemption from or in a transaction not subject
to the registration requirements of the Securities Act and, in each case, in
compliance with the securities law of any state or any other jurisdiction of
the United States. No public offering of the New Ordinary Shares is being made
in the United States. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute, mail or
otherwise transmit it in or into the United States or use the United States
mails, directly or indirectly, in connection with the Fundraising. This
Announcement does not constitute or form part of an order to sell or issue or
a solicitation of an order to buy, subscribe for or otherwise acquire any
securities in any jurisdiction including, without limitation, the Placing
Restricted Jurisdictions or any other jurisdiction in which such order or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Placing Restricted Jurisdiction unless permitted
pursuant to an exemption under the relevant local law or regulation in any
such jurisdiction.

No action has been taken by the Company, Singer Capital Markets or any of
their respective directors, officers, partners, agents, employees or
affiliates that would permit an offer of the New Ordinary Shares or possession
or distribution of this Announcement or any other publicity material relating
to such New Ordinary Shares in any jurisdiction where action for that purpose
is required.

 

Persons receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action.

 

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

The information contained in this Announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this Announcement or its accuracy,
fairness or completeness.

 

Any indication in this Announcement of the price at which the Company's shares
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 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.

 

Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker and bookrunner exclusively to the
Company and to no-one else in connection with the Placing and Admission and
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients, nor for
providing advice in relation to the Placing or Admission or any other matters
referred to in this Announcement.

 

Singer Capital Markets Advisory LLP, which is authorised and regulated in the
United Kingdom, is acting as nominated adviser to the Company for the purposes
of the AIM Rules in connection with the Placing and Admission and to no-one
else in connection with the Placing and Admission and will not be responsible
to any person other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing or Admission
or any other matters referred to in this Announcement. Singer Capital Markets
Advisory LLP's responsibilities as the Company's nominated adviser under the
AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company, any director of the
Company or to any other person in respect of his decision to acquire shares in
the capital of the Company in reliance on any part of this Announcement or
otherwise.

 

This Announcement has been issued by and is the sole responsibility of the
Company. 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 or on behalf of the Company (except to the extent imposed by law
or regulations), Singer Capital Markets or by their affiliates or their
respective agents, directors, officers and employees as, or in relation, to
the contents of this Announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by any of
them, or on their behalf, the Company or any other person in connection with
the Company, the Fundraising or Admission or for any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed. Singer
Capital Markets and its affiliates and agents disclaims to the fullest extent
permitted by law all and any responsibility or liability whatsoever, whether
arising in tort, contract or otherwise, which it might otherwise have in
respect of this Announcement or any such statement.

 

The New Ordinary Shares will not be admitted to trading on any stock exchange
other than to trading on AIM.

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.

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "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. 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. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Regulation and/or FSMA), 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 statements
are based. Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Statements contained in this
Announcement regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.

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 per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by SCM.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. 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. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

In connection with the Placing, SCM and its respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents may take up a
portion of the shares of the Company in the Placing in a principal position
and in that capacity may retain, purchase or sell for its own account such
shares and other securities of the Company or related investments and may
offer or sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to SCM and any of
its respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents as, acting in such capacity. In addition,
SCM and any of its respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents may enter into financing
arrangements (including swaps, warrants or contracts for difference) with
investors in connection with which SCM and any of its respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither SCM nor any of its respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents intends to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.

The Placing Shares to be issued and/or purchased pursuant to the Placing will
not be admitted to trading on any stock exchange other than AIM, a market
operated by the London Stock Exchange plc.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

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