REG - Verici Dx PLC - Result of Retail Offer

Verici DxAnnouncement

14/02/2024 07:00

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RNS Number : 0458D  Verici Dx PLC  14 February 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF VERICI
DX PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH
SUCH PERSONS.

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.

Capitalised terms used in this Announcement have the meaning given to them in
the Retail Offer Launch Announcement (as defined below), unless otherwise
defined in this Announcement.

14 February 2024

Verici Dx plc

("Verici" or the "Company")

Result of Retail Offer

 

Further to the announcement made by the Company on 25 January 2024 (RNS
number: 9314A) (the "Retail Offer Launch Announcement"), Verici Dx plc (AIM:
VRCI), a developer of advanced clinical diagnostics for organ transplant, is
pleased to announce that it has raised gross proceeds of £0.28 million
pursuant to the Retail Offer which was oversubscribed. Overall, taking into
account the £6.22 million raised via the Placing, the total gross proceeds of
the Fundraising amount to £6.50 million. Subject to the Retail Offer becoming
unconditional, a total of 3,111,111 new Ordinary Shares ("Retail Offer
Shares") will be issued at 9.0 pence per Retail Offer Share ("Issue Price").

Consequently, and subject to the passing of certain resolutions (the
"Resolutions"), which are required to implement the Fundraising, at the
General Meeting, an application will be made to the London Stock Exchange for
the admission of, in aggregate, 72,222,222 new Ordinary Shares (comprising
69,111,111 Placing Shares and 3,111,111 Retail Offer Shares) to trading on
AIM. Admission and dealings in the new Ordinary Shares are expected to take
place at 8.00 a.m. on 20 February 2024 ("Admission").

The Retail Offer is wholly conditional upon, inter alia, (i) the Resolutions
being duly passed by the shareholders of the Company at the General Meeting to
be held at 12 p.m. on 19 February 2024 at Shoosmiths LLP's office in London
at No. 1 Bow Churchyard, London, EC4M 9DQ, (ii) admission of the Retail Offer
Shares to trading on AIM and (iii) completion of the Placing and admission of
the Placing Shares to trading on AIM.

The new Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

Following Admission, the Company's enlarged issued ordinary share capital will
be 242,541,467. This figure may be used by shareholders of the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Enquiries:

 Verici Dx                                                www.v (http://www.vericidx.com) ericidx (http://www.vericidx.com) .com
                                                          (http://www.vericidx.com)
 Sara Barrington, CEO                                     Via IR-Connect
 Julian Baines, Chairman

 Singer Capital Markets (Nominated Adviser & Broker)      Tel: 020 7496 3000
 Aubrey Powell / Sam Butcher / Jalini Kalaravy

 IR-Connect                                               www.ir-connect.co.uk
 Lorraine Rees                                            investors@vericidx.com

 

IMPORTANT NOTICES

The content of this Announcement has been prepared by, and is the sole
responsibility of, the Company.

 

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This Announcement and the information contained herein is restricted and is
not for publication, release 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, 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 Retail Offer 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 or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer 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. 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 Retail Offer Shares in the
United States, Australia, Canada, Japan, New Zealand the Republic of South
Africa 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.

 

The 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.

 

Singer Capital Markets Securities Limited ("Singer"), which is authorised and
regulated in the United Kingdom by the FCA is acting exclusively for the
Company and no-one else in connection with the transactions and arrangements
described in this Announcement and will not regard any other person (whether
or not a recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement. Singer is not
responsible to anyone other than the Company for providing the protections
afforded to clients of Singer or for providing advice in connection with the
contents of this Announcement, or the transactions and arrangements described
in this Announcement.

 

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company for the purposes of the AIM Rules and no-one else in connection
with the transactions and arrangements described in this Announcement and will
not be responsible to any other person (whether or not a recipient of this
Announcement) as a client in relation to the transactions and arrangements
described in this Announcement. SCM Advisory is not responsible to anyone,
other than the Company, for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the contents of this
Announcement or the transactions and arrangements described herein. SCM
Advisory's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers published by the London Stock Exchange plc are
owed solely to the London Stock Exchange plc and are not owed to the Company
or to any director or to any other person.

 

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 Singer 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, London
Stock Exchange plc or applicable law.

 

The information in this Announcement is for background purposes only and does
not purport to be full or complete. None of Singer or any of their respective
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. Singer 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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the AIM market of
London Stock Exchange plc.

 

Information to Distributors

 

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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