REG - Verici Dx PLC - Result of Placing & Subscription

Verici DxAnnouncement

21/07/2025 15:45

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RNS Number : 9242R  Verici Dx PLC  21 July 2025

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,
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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 OR ANY OTHER ENTITY.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO VERICI DX PLC AND
ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(596/2014/EU) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND AS MODIFIED BY
OR UNDER THE EUWA OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO VERICI DX PLC AND ITS SECURITIES, WHICH IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.

 

Capitalised terms in this announcement have the same meaning as in the
announcement issued at 07.00 a.m. today relating to the launch of the
Fundraising unless otherwise indicated

 

 

Verici Dx plc

("Verici Dx" or the "Company")

 

Result of Placing & Subscription raising gross proceeds of approximately
£5.92 million ($7.96 million)

 

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for
organ transplant, announces that further to the Company's announcement earlier
today, it has successfully concluded the oversubscribed Bookbuild for its
Placing to raise gross proceeds of approximately £5.88 million ($7.90
million) (before expenses), through the placing of 1,175,648,304 Placing
Shares with existing and new investors at the Issue Price of 0.5 pence. 49.4
per cent. of the Placing Shares are intended to be EIS/VCT qualifying (the
"EIS/VCT Shares"). In addition, a US investor who is also an existing
shareholder has subscribed for 7,439,092 Subscription Shares at the Issue
Price raising a further £37,195 (approximately $50,000) (before expenses).

 

The 1,175,648,304 Placing Shares represent approximately 484.7 per cent. of
the existing issued share capital of the Company. The Subscription Shares
represent approximately 3.1 per cent. of the existing issued share capital of
the Company.

 

Singer Capital Markets and Oberon Capital are acting as placing agents for and
on behalf of the Company in respect of the Placing.

 

At a general meeting of the Company held on 27 May 2025, allotment and
disapplication of pre-emption rights authorities were obtained which enable
the Directors to issue and allot new Ordinary Shares for cash up to a maximum
aggregate nominal amount of £2,000,000 (representing 2,000,000,000 new
Ordinary Shares in the capital of the Company) (the "May 2025 Authorities").
These May 2025 Authorities will be sufficient for the proposed Fundraising and
will be used for the purposes of issuing any new Ordinary Shares pursuant to
the Fundraising. Consequently, the Company would not need to obtain further
authorities to issue and allot new Ordinary Shares in the Fundraising on a
non-pre-emptive basis.

 

Admission

Application will be made to the London Stock Exchange for admission of the
Placing Shares, the Subscription Shares and any other New Ordinary Shares to
be issued in connection with the Fundraising. It is expected that admission of
the Placing Shares and the Subscription Shares (along with any other New
Ordinary Shares to be issued in connection with the Fundraising (excluding any
WRAP Retail Offer Shares)) will become effective and that dealings in all of
the New Ordinary Shares to be issued pursuant to the Fundraising will commence
at 8.00 a.m. on 24 July 2025 ("Admission").

 

The Placing Shares and the Subscription Shares (and any other New Ordinary
Shares issued pursuant to the Fundraising), 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.

 

WRAP Retail Offer

As previously indicated, a WRAP Retail Offer is proposed to be launched via
the Winterflood Retail Access Platform to provide new and existing retail
investors with an opportunity to take part in the Fundraising at the same
Issue Price as the Placing and the Subscription. Further details about the
WRAP Retail Offer will be provided by the Company by separate announcement in
due course.

 

Sara Barrington, CEO of Verici Dx, commented:

"We are very excited that we can now deploy these funds to accelerate
commercial growth and support the scale up of revenues from our lead product,
Tutivia™, a test for acute rejection post-transplant. We are delighted with
the support received from both existing and new institutional investors, which
allows us to exploit this large and growing commercial opportunity where
current testing technology cannot provide accurate results and are not
utilized, as well as displace existing biomarker tests.

 

"Tutivia™ is already being used by 20 ordering centres in the US and is
fully reimbursed by Medicare at a price of $2,650 a test, providing coverage
for approximately 68% of US transplant patients. These funds will support the
commercial scale up of a suite of next generation blood-based tests and
improve patient outcomes for the 28,000 patients undergoing kidney transplants
in the US each year."

 

Related Party Transactions - AIM Rule 13 Disclosures

Further to the announcement released by the Company at 7.00 a.m. on 21 July
2025, Christopher Mills / Harwood Capital LLP(1) ("Harwood Capital") has
confirmed its conditional participation in the Placing and will invest in
174,000,000 Placing Shares for consideration of £870,000 at the Issue Price.
Immediately prior to this announcement, Harwood Capital owned 36,390,843
Ordinary Shares, representing approximately 15.0 per cent. of the Company's
existing issued ordinary 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.

 

Additionally, the following directors and persons discharging managerial
responsibilities, have conditionally participated in the Placing for,
11,000,000 Ordinary Shares at the Issue Price, raising gross proceeds of
approximately £55,000.

 

 Director            Number of Ordinary Shares held as at the date of this Announcement  Number of Placing Shares subscribed for in the Placing  Number of Ordinary Shares held on Admission  Percentage of issued ordinary share capital as enlarged by the Placing and the
                                                                                                                                                                                              Subscription (2)
 Julian Baines       1,629,490                                                           4,000,000                                               5,629,490                                    0.39%
 Sir Ian Carruthers  100,000                                                             2,000,000                                               2,100,000                                    0.15%
 Sara Barrington     0                                                                   4,000,000                                               4,000,000                                    0.28%
 David Anderson      0                                                                   1,000,000                                               1,000,000                                    0.07%

 

The independent Directors, (being Dr Erik Lium, James McCullough and Dr
Lorenzo Gallon) having consulted with SCM Advisory as the Company's nominated
adviser, consider that the participation by Harwood Capital, Julian Baines,
Sir Ian Carruthers, Sara Barrington and David Anderson in the Placing are each
fair and reasonable in so far as shareholders are concerned.

 

Notes

(1) Christopher Mills is the controlling shareholder and CEO of Harwood
Capital LLP and its associate Harwood Capital Management (Gibraltar) Ltd,
which act as administrator or investment manager to two investment trusts on
whose boards Christopher Mills serves. The interests of these investment
trusts are therefore aggregated with those of Christopher Mills (which include
those of his immediate family).

(2) This assumes the issue of the 1,175,648,304 Placing Shares and the
7,439,092 Subscription Shares only and does take into account any new issuance
under the WRAP Retail Offer

 

 

Total Voting Rights

A further announcement will be made in relation to total voting rights in the
Company's ordinary share capital following completion of the WRAP Retail
Offer, when the total number of New Ordinary Shares to be issued pursuant to
the Fundraising will be known.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

 Verici Dx plc                                 www.vericidx.com (https://vericidx.com/)

 Sara Barrington, CEO                          Via Walbrook PR
 Julian Baines, Chairman

 Singer Capital Markets (Nominated Adviser, Broker and Joint Bookrunner)                             Tel: +44 (0)20 7496 3000
 Philip Davies / Sam Butcher

 Oberon Capital (Joint Broker and Joint Bookrunner)                        Tel: +44 (0)20 3179 0500
 Mike Seabrook / Adam Pollock / Jessica Cave

 Walbrook PR (Media & Investor Relations)      Tel: +44 (0)20 7933 8780 or vericidx@walbrookpr.com
                                               (mailto:vericidx@walbrookpr.com)
 Alice Woodings / Paul McManus                 Mob: +44 (0)7407 804 654 / +44 (0)7980 541 893

 

 

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

Verici 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, including through 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,
subscription or acquisition or solicitation of such order, subscription or
acquisition 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, the Joint Brokers 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 joint 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 or her decision to acquire
shares in the capital of the Company in reliance on any part of this
Announcement or otherwise.

 

Oberon Capital, a trading name of Oberon Investments Limited, which is
authorised and regulated in the United Kingdom by the FCA, is acting as joint
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.

 

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), the Joint Brokers or by their respective 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. Each of the
Joint Brokers and their respective 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. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. 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. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed on, such
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. These forward-looking statements reflect the Company's judgement at the
date of this Announcement and 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, its directors, the Joint
Brokers, their respective affiliates and any person acting on its or their
behalf each expressly disclaims any obligation or undertaking to publish any
updates, supplements 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, except where required to do so under applicable
law or regulation or by the FCA or the London Stock Exchange. 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. No
person should place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.

 

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 the Joint Brokers.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraising. 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, the Joint Brokers and their 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
the Joint Brokers and any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents as, acting in such
capacity. In addition, the Joint Brokers and any of their 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 the Joint Brokers and
any of their 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 the Joint Brokers nor any of their 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.

 

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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