THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
31 July 2023
Aptamer Group plc
("Aptamer Group", "APTA" or the "Company")
Firm Placing, Conditional Placing and Subscription to Raise £3.6 million
Proposed Board Changes
Related Party Transactions
Notice of General Meeting
Aptamer Group (AIM:APTA), the developer of novel Optimer® binders to enable innovation in the life sciences industry, is pleased to announce that it has conditionally raised £3.6 million (before expenses), including approximately £0.3 million from Existing Directors, Proposed Directors and PDMRs, by way of a placing and subscription (the "Fundraise") of 360,000,000 New Ordinary Shares at an issue price of 1p per share (the "Issue Price") for working capital purposes.
The Fundraise is being conducted in two tranches and comprises:
· a firm placing of 10,318,390 New Ordinary Shares (the "Firm Placing Shares") at the Issue Price, to raise approximately £0.1 million, which is not conditional on Shareholder approval and which instead will utilise the Company's existing authorities to allot shares and disapply pre-emption rights granted at the Company's Annual General Meeting in December (the "Firm Placing"); and
· a conditional placing of 339,281,610 New Ordinary Shares (the "Conditional Placing Shares") at the Issue Price to raise approximately £3.4 million (before expenses) (the "Conditional Placing Shares") and a conditional subscription for 10,400,000 New Ordinary Shares (the "Subscription Shares") to raise approximately £0.1 million (before expenses), each of which will require Shareholder approval at the General Meeting.
The Issue Price represents a discount of 78.95 per cent. to the closing price per Ordinary Share of 4.75 pence at close of business on 28 July 2023, being the last practicable date prior to the announcement of the Fundraise. The New Ordinary Shares to be issued will represent approximately 84.26 per cent. of the Enlarged Issued Share Capital.
First Admission of the Firm Placing Shares is expected to become effective and dealings are expected to commence at 8.00 a.m. on 4 August 2023.
Subject to the passing of the Resolutions at the General Meeting, Second Admission of the Conditional Placing Shares and the Subscription Shares is expected to become effective and dealings are expected to commence at 8.00 a.m. on 21 August 2023.
SPARK Advisory Partners Limited has acted as Nominated and Financial Adviser and Turner Pope Investments (TPI) Ltd has acted as Bookrunner in relation to the Fundraise.
Background and Reasons for the Fundraise
The Company was admitted to trading on AIM in December 2021 with the objective of maximising the potential of its Optimer® binder technology in applications across life sciences and other industries. The IPO proceeds have been invested to scale the business; with expanded capacity, efficiencies in production, commercial team expansion and investments in next generation platform technology.
The Company believes it has a leading position in aptamer technology, a technology that the Company believes can make significant inroads into the annual c.$171 billion affinity ligand market. The business model aims to deliver both recurring fee-for-service revenue, and higher risk, higher value licensing revenue that could contribute significant incremental revenues through upfront, milestones and royalty payments.
The Company believes the fee-for-service business provides a robust foundation for revenue growth and is expected to scale over the coming years, following the investments made post IPO. This fee-for-service business has historically partnered with 15 of the top 20 pharmaceutical companies globally and many smaller life sciences companies. This diversified customer base allows the Company to horizon scan and pursue the most exciting opportunities for aptamer technology.
Following IPO, the Company initially traded as anticipated and its maiden results for the year ended 30 June 2022, with approximately £4.0 million of revenue, were in line with expectations. However, the last 12 months have proved challenging and the anticipated higher value contracts and licensing revenue have not come through. As a result, revenue for the year ended 30 June 2023 fell to approximately £1.75 million, with a consequential pressure on working capital.
In April 2023, the Company commenced a process to raise capital and on 5 May 2023 the Company reported that revenues for the year ended 30 June 2023 would be materially below the previous year. On 10 May 2023, the Company announced that Dr. Arron Tolley, the then Chief Executive Officer of the Company and one of its founders, had left his position as Chief Executive Officer.
Following discussions with Shareholders, the Company has decided to refocus its strategy and to restructure the Board as follows:
Strategy
The Company will focus on tight costs discipline with the intention of reaching an EBITDA and cash break even position within two years.
Consequently, budgeted costs for premises, overheads and development, directors and staff are targeted to be reduced from approximately £6.4 million (unaudited) in the year ended 30 June 2023 to approximately £3.5 million for the current financial year. This reset of the cost base is expected to be completed by the end of September 2023 with a reduction in operational headcount to the level required to meet forecasted revenues over the next several years.
Research and development activities will focus on process improvements to reduce delivery timelines or increase margins, cost reduction activities, and driving recurring revenues through customer support. It is intended that higher risk development work will be funded via grants and collaborations that will be sought to minimise the impact on working capital requirements.
In order to achieve EBITDA and cash break even during the year ending 30 June 2025, the Company is targeting revenue of £3.0 million for current financial year rising to £6.0 million for the year ending 30 June 2026. These figures are significantly lower than previous targets and reflect a change of emphasis in setting expectations. These revised targets are mainly based on expectations of fee-for-service revenues for contract research with minimal expectation for licensing revenues.
Aptamer's model will remain to use its contract research relationships as a platform to build lower-risk fee-for-service revenues and horizon scan for material licence fee opportunities. Under the revised strategy, the Company's focus will be on developing the core fee-for-service revenues to achieve profitability. The Company has already announced signing four contracts with a combined value of up to £507,000 for the current financial year (subject to ongoing commercial and scientific attrition), which form part of a current rolling pipeline of £2.2 million (which is risk adjusted for commercial and scientific attrition) across 30 discrete projects.
Aptamer will continue to target opportunities to licence its technology to the developers of diagnostic tests and therapeutics. If successful, these opportunities have the potential to generate material recurring revenue streams. Since IPO, Aptamer has found that whilst there is significant appetite for its technology, reaching and securing licensing agreements is taking much longer than anticipated and can be impacted by factors outside the Group's control. Hence, the Group is re-focusing its efforts to ensure that it is sustainable on a lower level of fee-for-service work, whilst retaining the potential upside from these longer-term opportunities.
Board changes
In connection with the Fundraise, the following Board changes are proposed. The following changes are conditional on, and will take effect immediately upon, Second Admission:
· Dr Ian Gilham (Executive Chairman), Dr Rob Quinn (Interim Chief Executive Officer and Chief Financial Officer), Dr John Richards (Non-Executive Director) and Angela Hildreth (Non-Executive Director) have resigned and have agreed to forego payment in lieu of notice.
· Dr Arron Tolley will be reappointed to the Board as a Director and Chief Technical Officer on substantially reduced pay.
· Dr David Bunka will remain as a Director and his role will change to Chief Scientific Officer on substantially reduced pay.
· Steve Hull will be appointed as Executive Chairman.
· Dean Fielding and Dr Adam Hargreaves will be appointed as Independent Non-Executive Directors.
The Company intends to appoint a Chief Executive Officer when appropriate to do so.
Andrew Rapson the current Head of Finance will become Chief Financial Officer in a non-Board capacity.
Accordingly, the directors following completion of the Fundraise will be Steve Hull, Dr Arron Tolley, Dr David Bunka, Dr Adam Hargreaves and Dean Fielding. Further details of the Proposed Directors are set out below.
The aggregate of directors' ordinary remuneration will reduce from approximately £0.81 million (unaudited) for the year ended 30 June 2023 to approximately £0.43 million for the current financial year.
Share Options
The Company intends to put in place new share option schemes and to award share options to retain and incentivise the Directors and employees. The number of share options granted will be up to 25 per cent. of the issued share capital as enlarged by the Fundraise. These options will vest subject to stretching performance targets as follows:
(a) 16 per cent. on announcement of FY24 audited results in line with expectations and the share price having remained at or above 4 times the Issue Price for at least 3 months;
(b) 24 per cent. on announcement of FY25 audited results in line with expectations and the share price having remained at or above 7 times the Issue Price for at least 3 months;
(c) 40 per cent. on announcement of FY26 audited results in line with expectations and the share price having remained at or above 10 times the Issue Price for at least 3 months;
(d) 10 per cent. on announcement of FY26 audited results in line with expectations and the share price having remained at or above 30 times the Issue Price for at least 3 months; and
(e) 10 per cent. on announcement of FY26 audited results in line with expectations and the share price having remained at or above 50 times the Issue Price for at least 3 months.
All in the money share options would vest in the event that the Company is acquired (or in the event of a transaction with a similar effect).
The options will have an exercise price equal to the Issue Price.
The award of these options will be a related party transaction under the AIM Rules and will therefore be subject to the independent directors considering the terms of the options and reaching an opinion, having consulted with SPARK, as the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
It is currently envisaged that these options will be awarded following Second Admission.
The Company will seek approval to issue options pursuant to these new share option schemes at the General Meeting.
Details of the Proposed Directors
Stephen (Steve) Hull - Executive Chairman (aged 69 years)
Steve is an experienced company director and entrepreneur, having started, acquired, developed and successfully exited a number of businesses. He was previously chairman of Aptamer Group until the IPO in December 2021.
Dr Arron Tolley - Chief Technology Officer (aged 45 years)
Arron is the founder of Aptamer Group and was CEO from 2008 - 2023. Arron holds a Ph.D. in Molecular Biology and Biophysics from the University of Leeds and a B.Sc. in Molecular Medicine. Arron has over 19 years' experience in the field of nucleic acid biology and has expertise in the development of aptamers against multiple target types, including complex cellular targets in model disease systems. Arron led the growth of the company from a small laboratory built in the basement of his house to a successful aptamer development company. Arron led the business through various stages of growth, and funding, including the AIM IPO in December 2021. Arron has extensive experience in business development, business administration and translational science and holds an honorary professorship for translational science and entrepreneurship from the University of Surrey.
Dean Fielding - Independent Non-Executive Director (aged 57 years)
Dean is an independent non-executive director and chair of the audit committee at The Property Franchise Group plc. He was previously Group Finance Director of LSL Property Services plc, Finance Director of Your Move and a non-executive director of Hunters Property plc, in addition to a variety of consultancy and other non-executive roles.
Dr Adam Hargreaves - Independent Non-Executive Director (aged 45 years)
Dr Adam Hargreaves is the founder of PathCelerate Limited, a contract research pharmaceutical efficacy and safety company. Spanning a 20-year career, he previously worked for AstraZeneca, and has interests and skills in preclinical and translational small molecule, biologic, and RNA-based pharmaceuticals. PathCelerate has provided preclinical and clinical drug discovery and development assistance to a number of global pharmaceutical companies, in addition to a wide and diverse range of small- and medium-sized biotechnology and medical device firms; assisting in the generation of numerous Investigational New Drug and Clinical Trial Application submissions.
Adam is a Fellow of the Royal College of Pathologists and is a board-certified Diplomate of the American College of Veterinary Pathology. His PhD research encompassed oncology medicine safety and he has held posts including President of the British Society of Toxicologic Pathology and Visiting Professor at the University of Surrey, where he lectures in pharmaceutical efficacy and safety. He is a keen investor in small-cap drug discovery and biotechnology AIM stocks, and takes a particular interest in how such companies attract both retail and institutional investment via portfolio expansion and pertinent news flow.
Use of Proceeds
The Company intends to use the net proceeds of the Fundraise for working capital purposes, with the aim of reaching an EBITDA and cash break even within two years.
Budgeted costs for premises, overheads and development, directors and staff are targeted to be reduced from approximately £6.4 million (unaudited) in the year ended 30 June 2023 to approximately £3.5 million for the current financial year. This reset of the cost base is expected to be made by the end of September 2023.
The Company does not intend to use the net proceeds directly for research and development, but will seek to make use of grant funding and collaboration agreements wherever possible to continue to develop novel technology platforms.
Current Trading and Outlook
On 4 July 2023, the Company provided a trading update, as follows:
"Unaudited revenue for the year ended 30 June 2023 ("FY23") was approximately £1.75 million, which is in line with the comments made in the statement released by the Company on 5 May 2023. Looking ahead, the pipeline for fee-for-service revenues for the year to June 2024 ("FY24") currently stands at approximately £2.2 million across 30 discrete fee-for-service projects (after risk-adjustment for anticipated commercial and scientific attrition). Note that this figure only includes opportunities for which the Group has current visibility and further opportunities over the course of FY24 are expected to increase this figure. In addition, this figure does not include licensing opportunities which could make a meaningful upside contribution to revenue.
"With a prudent view on the development of revenues from licence fee arrangements, the Group is targeting a reduction in operating cash outflow to below £3 million for FY24 (compared with more than £6 million for FY23) following a reset of the cost base, and to reach positive cash flow by the end of FY26, which will require approximately £6 million of revenue in FY26.
"The Group's unaudited cash balance at the end of June was £0.2 million. In addition to trading income in July, further funding will be required in the short term in order to continue as a going concern. The Directors are actively reviewing all possible financing options that are in the best interests of the Company and its shareholders and continue to take steps to carefully manage its working capital. Whilst the Board is aiming for a satisfactory outcome of the financing there can be no certainty that these discussions will be successful, nor as to the terms or timing thereof."
In a further trading update on 7 July 2023, the Company stated:
"After a difficult 12 months, the Company is pleased to be able to report four new contacts signed in the last three weeks. All four contracts relate to FY24 and were included in the pipeline set out in the trading update announced on 4 July 2023, and represent an important early contribution towards reaching the Company's revenue targets for the year ending 30 June 2024. The combined value of up to £507,000 represents total contract value, and the final value to be recognised as revenue will be subject to scientific attrition as the contracts progress.
· The first contract is with a top ten pharmaceutical company that requires Optimer binders to support a bioprocessing application. As part of this agreement, Aptamer Group will develop Optimer binders to enable new methods to purify gene therapies. Following successful Optimer development and customer validation, there is potential for additional downstream licensing revenue.
· The second contract is to support a US-based gene therapy company with Optimer binders to a key target in neurodegenerative disease. Aptamer Group will develop Optimer binders to enable reliable measurements of a disease biomarker in the Company's research immunoassays. The Optimer binders will be used with an antibody in a sandwich pair format to advance neuroscience disease research.
· The third contract is with a US-based genetic medicine company to generate Optimer binders for two viral targets. The developed Optimer binders will be critical reagents in QC assays to enable batch release of new medicines. Following the successful development of the Optimer binders, there is potential for further downstream licensing revenue should the binders be integrated into the Company's processes.
· The final contract signed is a follow-on deal with a US-based vaccine development company. Following initial positive results in an earlier project, as part of a new agreement, Aptamer Group will develop Optimer binders to viral targets to improve the selectivity and enable multiplex analysis in QC assays. Again upon successful customer validation of the developed Optimer binders, there is potential for further downstream licensing revenue if the binders are used as critical reagents within the intended assays.
"As noted in the trading update issued on 4 July 2024, the Group's unaudited cash balance at the end of June was £0.2 million. In addition to trading income, further funding will be required in the short-term in order to continue as a going concern. The Directors are actively reviewing all possible financing options that are in the best interests of the Company and its shareholders and continue to take steps to carefully manage working capital. Whilst the Board is aiming for a satisfactory outcome of the financing, there can be no certainty that these discussions will be successful, nor as to the terms or timing thereof."
Save that, as at 28 July 2023, the Group's unaudited cash balance was £0.2 million, the Company's current trading and outlook remains in line with these statements.
Risk Factors
In addition to the risk factors set out in the Company's AIM Admission Document dated 16 December 2021 and the section headed "principal risks and uncertainties" in the Company's annual report and accounts for the financial year ended 30 June 2022, which should be considered carefully in evaluating whether to make an investment in the Company, the Directors note the following:
Going concern
Should Shareholder approval not be obtained at the General Meeting, the Company will not receive the proceeds of the Conditional Placing or the Subscription and, unless it is able to raise funds from other sources in the very short term, would in all likelihood not be able to continue as a going concern. If the Company cannot continue as a going concern, it would enter an insolvency process almost immediately, and there would in all probability be no value for Shareholders once all liabilities had been settled. In such circumstances the Ordinary Shares would cease trading on the London Stock Exchange.
Loss making and early-stage of revenue generation
Aptamer Group is at an early stage of its development and faces a number of operational, strategic and financial risks frequently encountered by companies looking to bring new products or services to the market. Aptamer Group has not yet reported a profit and there can be no assurance that it will do so.
The Group currently has not generated a net positive operating cash flow and its ultimate success will depend on the Board's ability to implement the Group's strategy and generate positive cash flow. Whilst the Board is optimistic about the Group's prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved. There can be no assurance that the Group's proposed operations will be cash generative or produce a reasonable return, if any, on any investment.
New ventures and/or partnerships with third parties may not be successful
The Group has entered into a number of collaborative ventures with third parties. It may also in the future enter into further ventures, partnerships or other collaborative arrangements with these existing and/or other third parties. There is a risk that such ventures, partnerships or other collaborative arrangements may not be commercially successful. It is possible that the working relationship between the parties may break down, that substantial costs and/or liabilities may be incurred in attempting to deliver the product or service in question, and/or that the venture, partnership or other arrangement may not yield the returns expected.
There is a risk that parties with which the Group has business relationships, including its partners and those with which it collaborates, may become insolvent or may otherwise become unable or unwilling to fulfil their obligations as part of the arrangement. This could detrimentally affect projects upon which the parties are collaborating and could adversely affect the Group's ability to deliver the products or services in question, which may in turn have a negative impact upon its business, financial position and prospects. It may also result in the Group having to input further capital into the project in order to ensure that delivery of the project remains unaffected. This extra cost could in turn adversely affect the business, revenues and profitability of the Group.
The Group may experience delays which could lead to detrimental outcomes for development projects
Both Aptamer Group and its target customers operate in complex scientific areas where individual projects or new technology developments can take months or years to complete. Accordingly, delays in a customer's or target customer's development schedule or changing strategic priorities could cause a delay in the development of a new product or technology for reasons beyond Aptamer Group's control. Such delays could have an adverse impact on the Group's business, financial condition and results of operations.
Additional financing
The Group expects to incur significant costs in connection with development, commercialisation and Intellectual Property protection of its technology. The Group's working capital requirements depend on numerous factors, including the rate of market acceptance of its services, its ability to attract customers and other factors that may be outside of the Group's control. The Group may require additional financing in the medium to long term, whether from equity or debt sources, to finance working capital requirements or to finance its growth through future stages of development.
Any additional share issue may have a further dilutive effect on Shareholders, particularly if they are unable to, or choose not to, subscribe by taking advantage of rights of pre-emption that may be available. Any debt funding may require the lender to take security over the assets of the Group, which may be exercised if the Group were to be unable to comply with the terms of the relevant debt facility agreement. Failure to obtain adequate future financing on acceptable terms, if at all, could cause the Group to delay, reduce or abandon its development programmes or hinder commercialisation of its product portfolio and could have a material adverse effect on the Group's business, financial condition or operating results.
Investment in AIM securities and liquidity of the Group's Ordinary Shares
An investment in companies whose shares are traded on AIM is perceived to involve a higher degree of risk and be less liquid than an investment in companies whose shares are listed on the Official List. AIM is a market designed primarily for emerging or smaller companies. The rules of this market are less demanding than the Official List. The future success of AIM and liquidity in the market for Ordinary Shares cannot be guaranteed. In particular, the market for Ordinary Shares may become or may be relatively illiquid and therefore, such Ordinary Shares may be or may become difficult to sell.
The market for the Ordinary Shares following First Admission and Second Admission may be highly volatile and subject to wide fluctuations in response to a variety of factors which could lead to losses for Shareholders. These potential factors include amongst others: any additions or departures of key personnel, litigation and press, newspaper and/or other media reports.
Prospective investors should be aware that the value of the Ordinary Shares may go down as well as up, that the market price of the Ordinary Shares may go down as well as up and that the market price of the Ordinary Shares may not reflect the underlying value of the Group. Investors may, therefore, realise less than or lose all of their investment.
Details of the Fundraise
The Company has conditionally raised a total of £3.6 million (before expenses) through the Firm Placing, Conditional Placing and the Subscription.
The Company intends to issue up to 360,000,000 New Ordinary Shares pursuant to the Fundraise, comprising:
· a total of 10,318,390 New Ordinary Shares placed by Turner Pope pursuant to the Firm Placing as agent of the Company at the Issue Price, raising gross proceeds of approximately £0.1 million (before expenses);
· a total of 339,281,610 New Ordinary Shares conditionally placed by Turner Pope pursuant to the Conditional Placing as agent of the Company at the Issue Price, raising gross proceeds of approximately £3.4 million (before expenses); and
· a total of 10,400,000 New Ordinary Shares conditionally subscribed for by the Subscribers at the Issue Price pursuant to the Subscription, raising gross proceeds of approximately £0.1 million (before expenses).
The Issue Price represents a discount of 78.95 per cent. to the closing price per Ordinary Share of 4.75 pence at close of business on 28 July 2023, being the last practicable date prior to the announcement of the Fundraise. The New Ordinary Shares to be issued pursuant to the Fundraise will represent approximately 84.26 per cent. of the Enlarged Issued Share Capital.
Certain of the Directors, Proposed Directors and PDMRs have agreed to participate in the Fundraise by participating in the Placing and the Subscription in aggregate in the amount of approximately £0.3 million (further details are set out below).
The Firm Placing, the Conditional Placing and the Subscription are not being underwritten.
Details of the Firm Placing
Pursuant to the Firm Placing, the Company has raised approximately £0.1 million (before expenses), by way of a firm placing of 10,318,390 New Ordinary Shares at the Issue Price. The Firm Placing is not conditional on the Resolutions being passed at the General Meeting and instead will utilise the Company's existing authorities to allot shares and disapply pre-emption rights granted at the Company's Annual General Meeting in December.
The Placing of the Firm Placing Shares is conditional, inter alia, upon:
· compliance by the Company in all material respects with its obligations under the Placing Agreement which fall due prior to First Admission; and
· First Admission becoming effective by not later than 8.00 a.m. on 4 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date).
The Firm Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.
Application will be made for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that settlement of the Firm Placing Shares and First Admission will take place at 8.00 a.m. on or around 4 August 2023.
Details of the Conditional Placing and the Subscription
Conditional Placing
The Company has conditionally raised approximately £3.4 million (before expenses) through the Conditional Placing. The Conditional Placing Shares will be issued at the Issue Price.
The Conditional Placing is conditional, inter alia, upon:
(a) the issue of the Firm Placing Shares and First Admission occurring by no later than 4 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date);
(b) the passing of the Resolutions at the General Meeting (or any adjournment thereof) by not later than 17 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date);
(c) the Placing Agreement becoming unconditional in all respects (other than in respect of Admission) and not having been terminated in accordance with its terms;
(d) the Company having complied in all material respects with its obligations under the Placing Agreement; and
(e) Second Admission occurring by not later than 8.00 a.m. on 21 August 2023 (or such later date as is agreed between the Company, Turner Pope and SPARK, being not later than 8.00 a.m. on the Long Stop Date).
If any of the conditions to the Conditional Placing or the Subscription are not satisfied or waived (where capable of waiver), the Conditional Placing and the Subscription will not proceed, the New Ordinary Shares will not be issued pursuant to the Conditional Placing and the Subscription and any monies received by Turner Pope or the Company in connection with the Conditional Placing and the Subscription (as the case may be) will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter.
The Conditional Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.
Application will be made for the Conditional Placing Shares (together with the Subscription Shares) to be admitted to trading on AIM ("Second Admission"). It is expected that settlement of the Conditional Placing Shares and Second Admission will take place at 8.00 a.m. on or around 21 August 2023.
Details of the Subscription
Certain Directors, Proposed Directors, PDMRs and associates and persons connected to such persons have agreed to subscribe for, in aggregate, 10,400,000 New Ordinary Shares pursuant to the Subscription direct with the Company.
The Subscription Shares will be issued at the Issue Price, raising approximately £0.1 million (before expenses) for the Company. The parties who have subscribed pursuant to the Subscription have subscribed directly with the Company for the Subscription Shares.
The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.
The Subscription Shares have been subscribed for conditional, inter alia, upon:
(f) the passing of the Resolutions at the General Meeting;
(g) the Placing Agreement becoming unconditional in all respects (other than in respect of Admission) and not having been terminated in accordance with its terms; and
(h) Second Admission becoming effective.
If these conditions are not satisfied, the Subscription Shares will not be issued.
Application will be made for the Subscription Shares (together with the Conditional Placing Shares) to be admitted to trading on AIM ("Second Admission"). It is expected that settlement of the Subscription Shares and Second Admission will take place at 8.00 a.m. on or around 21 August 2023.
Details of the Directors, Proposed Directors and other PDMRs participating in the Placing and the Subscription
Pursuant to the terms and conditions of the Subscription Agreements, certain individuals including certain Directors and Proposed Directors have agreed to participate in the Subscription and subscribe for the following number of Subscription Shares at the Issue Price, to raise (in aggregate) gross proceeds of £30,000 (before expenses) for the Company.
The following Director and Proposed Director have agreed to participate in the Subscription in the amounts set out next to their name below. The Subscription is conditional on the Placing completing.
| Director | Number of shares in the Subscription | Amount | Resultant shareholding on Second Admission | Percentage of enlarged share capital on Second Admission |
| Dr Ian Gilham | 2,000,000 | £20,000 | 2,021,367 | 0.46% |
| Proposed Directors |
|
|
|
|
| Stephen Hull | 1,000,000 | £10,000 | 2,436,400 | 0.55% |
In addition, the following Directors, Proposed Directors and other PDMRs have agreed to participate in the Placing on equivalent terms and conditions and at the same Issue Price as other participants in the Placing:
| Director | Number of shares in the Placing | Amount | Resultant shareholding on Second Admission | Percentage of enlarged share capital on Second Admission |
| Dr Rob Quinn | 2,000,000 | £20,000 | 2,000,000 | 0.46% |
| Dr David Bunka | 1,000,000 | £10,000 | 13,524,200 | 3.08% |
| Proposed Director | | | | |
| Dr Arron Tolley | 1,000,000 | £10,000 | 16,794,200 | 3.82% |
| Dean Fielding | 1,490,000 | £14,900 | 1,727,400 | 0.39% |
| Dr Adam Hargreaves | 17,500,000 | £175,000 | 17,500,000 | 3.99% |
| Other PDMRs | | | | |
| Alastair Fleming (COO) | 500,000 | £5,000 | 500,000 | 0.11% |
| Andrew Rapson (CFO) | 500,000 | £5,000 | 500,000 | 0.11% |
Placing Agreement
Pursuant to the terms of the Placing Agreement, Turner Pope, as agent for the Company, conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement is conditional, amongst other things, on none of the warranties given to Turner Pope and SPARK being or becoming untrue, inaccurate or misleading in any respects on or before Second Admission.
Under the Placing Agreement, the Company has agreed to pay to Turner Pope a fixed sum and/or commissions based on the aggregate value of the Placing, and the costs and expenses incurred in relation to the Placing, and to grant 36,000,000 Broker Warrants to Turner Pope.
The Placing Agreement contains customary warranties given by the Company in favour of Turner Pope and SPARK in relation to, amongst other things, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Turner Pope and SPARK (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Placing.
Turner Pope and SPARK have the right to terminate the Placing Agreement in certain circumstances prior to Second Admission, in particular, in the event of breach of the warranties, the occurrence of a material adverse change or if the Placing Agreement does not become unconditional.
Rights of the New Ordinary Shares
The New Ordinary Shares will, when issued, be credited as fully paid and will be issued subject to the Articles and 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 on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares and will, on issue, be free of all claims, liens, charges and encumbrances.
Broker Warrants and Settlement Shares
Under the terms of the Placing Agreement, 36,000,000 Broker Warrants will be issued to JIM Nominees Limited (as nominee on behalf of Turner Pope) as part consideration payable to Turner Pope for its services as placing agent to the Placing. The Broker Warrants, which are constituted by the Broker Warrant Instrument, will be exercisable at an exercise price equal to the Issue Price per Ordinary Share at any time up to the date three years following Second Admission. No application is being made for the Broker Warrants to trading on AIM.
Under the terms of an engagement letter with SPARK, the Company's nominated adviser, conditional on the Second Admission, SPARK will receive 10,000,000 New Ordinary Shares as settlement of certain outstanding fees that total £100,000.
Admission, Settlement and Dealings
The New Ordinary Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after First Admission or Second Admission (as applicable).
An application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM.
It is expected that First Admission will occur and dealings on AIM will commence in the Firm Placing Shares at 8.00 a.m. on or around 4 August 2023 (or such later time and/or date as Turner Pope and SPARK may agree with the Company, being not later than 8.00 a.m. on the Long Stop Date).
It is expected that CREST accounts of the investors in the Firm Placing Shares who hold their Ordinary Shares in CREST will be credited with their New Ordinary Shares on or around 4 August 2023.
In the case of investors in the Firm Placing Shares holding their Ordinary Shares in certificated form, it is expected that certificates will be dispatched within 10 business days of First Admission. Pending despatch of the share certificates or the crediting of CREST accounts, the registrar will certify any instruments of transfer against the register.
It is expected that Second Admission will occur and dealings on AIM will commence in the Conditional Placing Shares, the Subscription Shares and the Settlement Shares subject, inter alia, to the passing of the Resolutions at the General Meeting at 8.00 a.m. on or around 21 August 2023 (or such later time and/or date as Turner Pope and SPARK may agree with the Company, being not later than 8.00 a.m. on the Long Stop Date).
It is expected that CREST accounts of the investors in the Conditional Placing Shares and the Subscription Shares who hold their Ordinary Shares in CREST will be credited with their New Ordinary Shares on or around 21 August 2023.
In the case of investors in the Conditional Placing Shares holding their Ordinary Shares in certificated form, it is expected that certificates will be dispatched within 10 business days of Second Admission. Pending despatch of the share certificates or the crediting of CREST accounts, the registrar will certify any instruments of transfer against the register.
Related Party Transaction
The participation of Dr Ian Gilham, Dr Rob Quinn, Dr David Bunka and Dr Arron Tolley in the Placing and Subscription is regarded as a related party transaction under the AIM Rules. They are participating on the same terms as all other investors.
The independent directors, being all of the existing Directors other than Dr Ian Gilham, Dr Rob Quinn and Dr David Bunka consider, having consulted with SPARK as the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
General Meeting
The Directors do not currently have sufficient authority to allot in full the New Ordinary Shares (pursuant to the Conditional Placing and Subscription). Accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares (pursuant to the Conditional Placing and Subscription). At the General Meeting, together with approval to disapply pre-emption rights.
A notice convening a General Meeting of the Company, to be held at the Company's offices at Windmill House, Innovation Way, York YO10 5BR at 11.00 a.m. on 17 August 2023 will today be posted to Shareholders.
At the General Meeting, the following resolutions will be proposed:
· Resolution 1 (subject to Resolution 4 being passed): which is an ordinary resolution to authorise the Directors to: (a) allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of £395,682 in connection with (a) the Conditional Placing and the Subscription (b) the issue of the Broker Warrants and (c) the issue of the Settlement Shares;
· Resolution 2 (subject to Resolutions 1, 4 and 5 being passed): which is an ordinary resolution to authorise the Directors to (a) allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of £109,773 in connection with any director(s') (including a non-executive director) or employees' share option scheme, plan or share option agreement adopted by the Company;
· Resolution 3 (subject to Resolutions 1, 4 and 6 being passed): which is an ordinary resolution to authorise the Directors to: (a) allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of £146,349 (being approximately 33.33 per cent. of the Enlarged Share Capital) and £292,742 in relation to a rights issue only (being approximately 66.67 per cent. of the Enlarged Share Capital;
· Resolution 4 (subject to Resolution 1 being passed): which is a special resolution to authorise the Directors to: (a) issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £395,682 in connection (a) the Conditional Placing and the Subscription (b) the issue of the Broker Warrants and (c) the issue of the Settlement Shares;
· Resolution 5 (subject to Resolutions 1, 2 and 4 being passed): which is a special resolution to authorise the Directors to: (a) issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £109,773 in connection with any director(s') (including a non-executive director) or employees' share option scheme, plan or share option agreement adopted by the Company; and
· Resolution 6 (subject to Resolution 1, 3 and 4 being passed): which is a special resolution to authorise the Directors to: (a) issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £65,864 (being approximately 15 per cent. of the Enlarged Share Capital).
Resolution 3 is intended to revoke and replace Resolution 10 passed at the annual general meeting of the Company held on 1 December 2022 but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authority.
Following the issue of the Firm Placing Shares, Resolution 6 is intended to refresh Resolution 11 passed at the annual general meeting of the Company held on 1 December 2022.
Further information on the Resolutions to be proposed at the General Meeting will be set out in the Circular.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions from David Bunka, Arron Tolley and Stephen Hull in respect of in aggregate 29,754,800 Ordinary Shares representing 43.07 per cent. of the issued share capital.
Total Voting Rights
Immediately following First Admission, the Company will have 79,410,107 ordinary shares of £0.001 each in issue.
Immediately following Second Admission the Company will have 439,091,717 ordinary shares of £0.001 each in issue.
The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights. Therefore, the figures above represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Rules.
- ENDS -
For further information, please contact:
| Aptamer Group plc Dr Rob Quinn | +44 (0) 1904 217 404 |
| SPARK Advisory Partners Limited - Nominated Adviser Andrew Emmott / Mark Brady / Adam Dawes | +44 (0) 20 3368 3550 |
| Turner Pope Investments (TPI) Ltd - Broker James Pope / Andrew Thacker | +44 (0) 20 3657 0050 |
| Consilium Strategic Communications Matthew Neal / Lucy Featherstone | +44 (0) 20 3709 5700 |
Unless otherwise indicated, capitalised terms in this announcement have the meaning given to them in this announcement (including the definitions section included in the Appendix).
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.
About Aptamer Group plc
Aptamer develops custom affinity binders through its proprietary Optimer® platform to enable new approaches in therapeutics, diagnostics, and research applications. The Company strives to deliver transformational solutions that meet the needs of life science researchers and developers through the use of its proprietary Optimer platform.
Optimer binders are oligonucleotide affinity ligands that can function as an antibody alternative. The global affinity ligand market is currently worth over $170 billion. Optimer binders are engineered to address many of the issues found with alternative affinity molecules, such as antibodies, and offer new, innovative solutions to bioprocessing, diagnostic and pharmaceutical scientists.
Aptamer has successfully delivered projects for global pharma companies, diagnostic development companies, and research institutes covering a range of targets and applications with the objective of establishing royalty-bearing licenses. Through the unique Optimer technology and processes, scientists and collaborators can make faster, more informed decisions that support discovery and development across the Life Sciences.
Important Notices
Neither this announcement, nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may also be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of any offer to acquire, purchase or subscribe for, securities of the Company.
The New Ordinary Shares have not been, nor will be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States to, or for the account or benefit of, US person (as that term is defined in Regulation S under the US Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and such other applicable state securities laws. Accordingly, the New Ordinary Shares are being offered hereby only outside the United States in reliance upon Regulation S under the US Securities Act in offshore transactions.
No representation or warranty, express or implied, is made by the Company, SPARK or Turner Pope as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing, the Subscription, First Admission and Second Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued).
Forward-Looking Statements
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, cashflows, synergies, economic performance, indebtedness, financial condition, dividend policy and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, some of which are outside of the Company's influence and/or control.
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, amongst others, economic and business cycles, competition in the Company's principal markets, acquisitions or disposals of businesses or assets, changes in government and other regulation, changes in political and economic stability and trends in the Company's principal industries. Due to such uncertainties and risks, undue reliance should not be placed on such forward-looking statements, which speak only as of the date of this announcement.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. No statement in this announcement is intended to be a profit estimate or profit forecast. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Neither the Company nor its Directors nor any person acting on its or their behalf expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.
Expected Timetable of Key Events
| | All dates 2023 |
| Announcement of the Fundraise | 31 July |
| Dispatch of the Circular | 31 July |
| First Admission of the Firm Placing Shares to trading on AIM and commencement in dealings | 8.00 a.m. on or around 4 August |
| CREST accounts credited in respect of the Firm Placing Shares | 4 August |
| Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 15 August |
| Latest time and date for receipt of CREST proxy instructions and CREST voting instructions or casting of proxy vote online or electronically | 11.00 a.m. on 15 August |
| General Meeting | 11.00 a.m. on 17 August |
| Announcement of results of General Meeting | 17 August |
| Second Admission and commencement of dealings in the Conditional Placing Shares and the Subscription Shares | 8.00 a.m. on or around 21 August |
| CREST accounts credited in respect of the Conditional Placing Shares and the Subscription Shares | 21 August |
| Despatch of definitive share certificates for applicable Conditional Placing Shares and the Subscription Shares | Within 10 business days of |
Notes:
(a) If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
(b) All references to time and dates in this document are to time and dates in London.
(c) Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting.
Key Statistics
| Number of Existing Ordinary Shares | 69,091,717 |
| Number of New Ordinary shares issued pursuant to the Firm Placing | 10,318,390 |
| Number of New Ordinary shares issued pursuant to the Conditional Placing | 339,281,610 |
| Number of Subscription Shares | 10,400,000 |
| Number of Settlement Shares | 10,000,000 |
| Total Number of New Ordinary Shares | up to 370,000,000 |
| Number of Broker Warrants | 36,000,000 |
| Issue Price | 1 pence |
| Percentage of the Enlarged Share Capital represented by the New Ordinary Shares | 84.26 per cent. |
| Gross proceeds of the Firm Placing Gross proceeds of the Conditional Placing | £0.1 million £3.4 million |
| Gross proceeds of the Subscription | £0.1 million |
| Gross proceeds of the Fundraise | up to £3.6 million |
| Estimated net proceeds of the Fundraise | up to £3.2 million |
| Enlarged Share Capital immediately following Second Admission | 439,091,717 |
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
| "Act" | the Companies Act 2006 (as amended); |
| "AIM" | the market of that name operated by the London Stock Exchange; |
| "AIM Rules" | the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange; |
| "Articles" | the Company's articles of association; |
| "Board" or "Directors" | the directors of the Company as at the date of this announcement; |
| "Broker Warrant Instrument" | the warrant instrument dated 31 July 2023 and executed by the Company under which, conditional on Second Admission becoming effective, the Broker Warrants will be issued to JIM Nominees Limited (as nominee on behalf of Turner Pope); |
| "Broker Warrants" | the 36,000,000 unlisted warrants to be issued to JIM Nominees Limited (as nominee on behalf of Turner Pope) to subscribe for up to 36,000,000 new Ordinary Shares, equivalent to 10 per cent. of the aggregate number of Firm Placing Shares, Conditional Placing Shares and Subscription Shares exercisable at the Issue Price for three years from Admission, as constituted by the Broker Warrant Instrument; |
| "Business Day" | any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading; |
| "certificated" or "in certificated form" | where an Ordinary Share is not in uncertificated form (i.e. not in CREST); |
| "Circular" or "document" | the circular to be posted to Shareholders on the date of this announcement containing a Notice of General Meeting; |
| "Conditional Placing" | the proposed placing of the Conditional Placing Shares at the Issue Price on a non-pre-emptive basis, on the terms and conditions set out in the Placing Agreement, subject to the passing of the Resolutions at the General Meeting; |
| "Conditional Placing Shares" | 339,281,610 Ordinary Shares to be allotted and issued to new and existing institutional and other investors by the Company, pursuant to the Conditional Placing; |
| "Company" or "Aptamer" | Aptamer Group plc, a public limited company registered in England and Wales with company number 09061413 and having its registered office at Windmill House, Innovation Way, York, England, YO10 5BR; |
| "CREST" | the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations; |
| "CREST Manual" | the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com; |
| "CREST member" | a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations); |
| "CREST member account ID" | the identification code or number attached to a member account in CREST; |
| "CREST participant" | a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations); |
| "CREST participant ID" | shall have the meaning given in the CREST Manual; |
| "CREST payment" | shall have the meaning given in the CREST Manual; |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force; |
| "CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor; |
| "CREST sponsored member" | a CREST member admitted to CREST as a CREST sponsored member; |
| "Enlarged Share Capital" | the entire issued share capital of the Company on Second Admission following completion of the Fundraise; |
| "Euroclear" | Euroclear UK & International Limited, the operator of CREST; |
| "Existing Ordinary Shares" | the 69,091,717 Ordinary Shares in issue at the date of this announcement; |
| "FCA" | the Financial Conduct Authority of the United Kingdom; |
| "Settlement Shares" | the 10,000,000 New Ordinary Shares to be issued to SPARK in settlement of £100,000 owed to SPARK; |
| "First Admission" | the admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
| "Firm Placing" | the placing of the Firm Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement utilising the Company's existing share allotment authorities; |
| "Firm Placing Shares" | 10,318,390 Ordinary Shares to be issued in connection with the Firm Placing; |
| "Form of Proxy" | the form of proxy for use by Shareholders in relation to the General Meeting, a hard copy of which can be requested from the Company's registrar Link Group in accordance with the instructions set out in the Circular; |
| "FSMA" | the Financial Services and Markets Act 2000 (as amended); |
| "Fundraise" | the Placing and the Subscription; |
| "General Meeting" | the General Meeting of the Company convened for 11.00 a.m. on 17 August 2023 or any adjournment thereof, notice of which will be set out in the Circular; |
| "Group" | the Company and its subsidiaries (as defined in the Act); |
| "Issue Price" | 1 pence per New Ordinary Share; |
| "London Stock Exchange" | London Stock Exchange plc; |
| "Long Stop Date" | 31 August 2023; |
| "New Ordinary Shares" | the Firm Placing Shares, the Conditional Placing Shares, the Subscription Shares and the Settlement Shares; |
| "Notice of General Meeting" | the notice convening the General Meeting set out in the Circular; |
| "Official List" | the Official List of the FCA; |
| "Ordinary Shares" | the ordinary shares of 0.1 pence each in the capital of the Company in issue from time to time; |
| "PDMRs" | Persons Discharging Managerial Responsibilities as defined by the Market Abuse Regulation (EU) No.596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented; |
| "Placing" | the Firm Placing and the Conditional Placing; |
| "Placing Agreement" | the conditional placing agreement entered into between the Company, Turner Pope and SPARK in respect of the Placing, dated 31 July 2023; |
| "Placing Shares" | the Firm Placing Shares and the Conditional Placing Shares; |
| "Regulatory Information Service" | the meaning given to it in the AIM Rules; |
| "Resolutions" | the resolutions to be proposed at the General Meeting, the full text of which are set out in the Notice of General Meeting; |
| "Second Admission" | the admission of the Conditional Placing Shares, the Subscription Shares and the Settlement Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
| "Securities Act" | US Securities Act of 1933 (as amended); |
| "Shareholders" | the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly; |
| "SPARK" | SPARK Advisory Partners Limited, a private limited company incorporated in England and Wales under company number 03191370 and having its registered office at 5 St. John's Lane, London, EC1M 4BH, the Company's nominated adviser in accordance with the AIM Rules; |
| "stock account" | an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited; |
| "Subscribers" | certain of the Directors, Proposed Directors, PDMRs and certain of their connected persons and associates who have agreed to participate in the Subscription on the terms of the Subscription Agreements; |
| "Subscription" | the conditional subscriptions made at the Issue Price by the Subscribers; |
| "Subscription Agreements" | the subscription agreements entered into between the Company and each of the Subscribers pursuant to which they have agreed to subscribe for certain of the Subscription Shares; |
| "Subscription Shares" | the 10,400,000 New Ordinary Shares proposed to be issued at the Issue Price, pursuant to the Subscription; |
| "Turner Pope" | Turner Pope Investments (TPI) Ltd, a private limited company incorporated in England and Wales under company number 09506196 and having its registered office at 8 Frederick's Place, London, England, EC2R 8AB, the Company's appointed broker and placing agent for the Placing; |
| "uncertificated" or | recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in 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; |
| "VWAP" | volume weighted average price; and |
| "£" or "Pounds" | UK pounds sterling, being the lawful currency of the United Kingdom. |
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