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Disseminated via PRN on 15 October 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, 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, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES IN THIS ANNOUNCEMENT.
The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
15 October 2026
4basebio PLC
(“4basebio” or the “Company”)
Proposed Capital Raise of New Ordinary Shares to raise not less than £15 million
CAMBRIDGE, UK – 15 October 2026 - 4basebio PLC (AIM: 4BB), a specialist in synthetic DNA manufacturing for next-generation genomic medicines and advanced therapies, announces its intention to raise gross proceeds of not less than £15 million through (i) a proposed placing of 2,664,080 new ordinary shares of €1 each in the Company (“Ordinary Shares”) (the “Placing Shares”) to institutional investors including certain existing shareholders (the “Placing”), (ii) a proposed subscription for 1,025,239 new Ordinary Shares (the “Subscription Shares”) by certain directors and existing shareholders (the “Subscription”) including those pertaining to the Subscription & Set-Off Agreement as defined below and (iii) a proposed retail offer of up to 97,087 new Ordinary Shares (the “Retail Offer Shares”) via the Bookbuild Platform (the “Retail Offer” and, together with the Placing and the Subscription, the “Capital Raise”). All shares issued pursuant to the Capital Raise will be at a fixed issue price of 515 pence per share (the “Issue Price”). The Issue Price represents a discount of 8.4 per cent. to the closing price of 562.5 pence per share on 14 October 2026.
The Placing will be conducted by way of an accelerated bookbuild, which will open with immediate effect, and will be made subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this announcement, such announcement and its appendices together being the “Announcement”. Capitalised terms contained in the Announcement have the meanings given to them in the definitions section in Appendix 1 of the Announcement.). A further announcement confirming the closing of the accelerated bookbuild for the Placing and the aggregate number of new Ordinary Shares to be issued pursuant to the Placing and the Subscription is expected to be made in due course.
Alongside the launch of the Placing, the Company is proposing to raise up to an additional £0.5 million (before expenses) by way of the Retail Offer. A separate announcement will be made in due course regarding the Retail Offer and its terms and conditions. For the avoidance of doubt, the Retail Offer forms no part of the Placing.
Dr. Amy Walker, CEO of 4basebio, said: “The strategic and operational progress of the Company since the capital raise in 2024 has been significant. We have seen steady interest and adoption in synthetic DNA in both research and clinical applications globally, resulting in significant growth in our client base and pipeline. Our expansion of the GMP-grade services for clinical trials is also fuelling the acceleration in client acquisition and revenue generation.
“The capital raise announced today will provide the Company important resources to expand services and offerings to meet the growing demands of the genomic medicines landscape.”
Background to and Rationale for the Capital Raise
2025 saw a period of significant investment into the Company’s operational and commercial infrastructure, funded by the 2024 capital raise, laying the groundwork for an inflection in commercial momentum.
As set out in the Company’s interim report, H1 2026 was a period of strong commercial momentum, with the Company delivering a six-fold growth in its qualified pipeline.
The Company is now poised for further growth and accelerating commercial momentum.
The net proceeds from the proposed Capital Raise will be used to:
Following completion of the Capital Raise, the Company will have cash runway to H2 2028.
General Meeting
The Capital Raise is conditional on shareholder approval. Accordingly, the Company will convene a general meeting (the “General Meeting”) at which shareholders will be asked to consider and, if thought fit, pass the required shareholder resolutions approving the grant of new authorities to the Directors to allot the Placing Shares, Subscription Shares and Retail Offer Shares (the “New Shares”) and to disapply statutory pre-emption rights in respect of such allotments (the “Resolutions”).
It is expected that the shareholder circular and notice of General Meeting (the “Shareholder Circular”) will be posted within three Business Days following close of the bookbuild and the General Meeting will be held on or around 6 November 2026. Further details will be announced in due course.
Insider Participation in the Capital Raise and partial repayment of Shareholder Loan
M&G Investment Management Limited (“M&G”), which currently holds 12.62 per cent. of the existing ordinary share capital of the Company, has stated its intention to participate in the Placing, and to maintain its current interest in the Company’s shares following the Capital Raise.
Elevage Medical Technologies Holdings LLC (“Elevage”), which currently holds 17.16 per cent. of the existing ordinary share capital of the Company, has stated its intention to subscribe for approximately £1.3 million in the Placing.
Certain directors and officers of the Company – namely Amy Walker, Heikki Lanckriet, Hansjörg Plaggemars and Richard Bungay, have indicated their intention to subscribe for 54,366 Subscription Shares, representing aggregate gross proceeds of circa. £0.3 million.
The Company currently has a fully drawn €25 million loan facility with 2Invest AG, a member of the Deutsche Balaton group (the "Shareholder Loan"). Entities in the Deutsche Balaton group currently hold, in aggregate, 32.95 per cent. of the existing ordinary share capital of the Company. Concurrently with the Placing, 2Invest AG has agreed under the terms of a subscription and set-off agreement dated 15 October 2026 (the “Subscription & Set-Off Agreement”) (i) to subscribe for 194,174 Subscription Shares in cash at the Issue Price, for an aggregate amount of approximately £1 million and (ii) to subscribe for an additional 776,699 Subscription Shares at the Issue Price, for an aggregate amount of approximately £4 million, payment of which shall be satisfied through the set-off against repayment of an equivalent amount of principal and accrued interest outstanding under the Shareholder Loan, reducing the outstanding balance under the Shareholder Loan to the principal sum of €21,083,234[1] (the “2Invest Subscription & Set-Off”). The maturity date of the Shareholder Loan will also be extended by two years to 31 October 2030.
The 2Invest Subscription & Set-Off and the amendment of the Shareholder Loan are conditional upon completion of the Placing and the remainder of the Subscriptions.
Related Party Transaction
The amendment to the Shareholder Loan, pursuant to the Subscription & Set-Off Agreement to allow for the Subscription, is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (the “Related Party Transaction”).
Hansjörg Plaggemars is a director of the Company and Managing Director of 2Invest AG. As such, the Directors, with the exception of Hansjörg Plaggemars, having consulted with the Company's Nominated Adviser, Cairn Financial Advisers LLP, consider the terms of the Related Party Transaction to be fair and reasonable insofar as the Company’s AIM shareholders are concerned.
Transaction Details and Timetable for the Capital Raise
RBC Capital Markets (“RBC”) is acting as global coordinator, joint bookrunner and joint corporate broker, and Cavendish Capital Markets Limited (“Cavendish”) is acting as joint bookrunner and joint corporate broker (RBC and Cavendish together, the “Banks”) in respect of the Placing.
The bookbuild for the Placing will commence with immediate effect following this Announcement. The timing of the closing of the order book and allocation of the order book are at the absolute discretion of the Banks and the Company.
Details of the number of Placing Shares and Subscription Shares to be allotted and issued – subject to shareholder approval – will be announced as soon as reasonably practicable after the close of the bookbuilding process.
The Placing Shares and Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company.
The Capital Raise will complete in two tranches, with settlement for and Admission of the VCT Placing Shares, expected to occur on 9 November 2026, the business day following the General Meeting. Settlement for, and Admission of, the remaining Non-VCT Placing Shares, Subscription Shares and Retail Offer Shares is expected to take place on or before 8.00 a.m. on 10 November 2026, two business days following the General Meeting.
The Placing and the Subscription are conditional upon, among other things, passing of the Resolutions at the General Meeting and Admission becoming effective. The Placing and the Subscription are also conditional upon the placing agreement between the Company and the Banks (the “Placing Agreement”) becoming unconditional and not being terminated in accordance with its terms. Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing. Neither the Placing nor the Subscription have been underwritten.
Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the appendices to this Announcement.
Following Admission, the Company has committed to a lock up of 120 calendar days.
The person responsible for the release of this Announcement on behalf of the Company is Richard Bungay.
Expected Timetable of Principal Events
| Announcement of the Capital Raise | 15 October 2026 |
| Announcement of the results of the Placing | 15 October 2026 |
| Launch of Retail Offer | 15 October 2026 |
| Close of Retail Offer | 21 October 2026 |
| General Meeting | 10 a.m. on 6 November 2026 |
| Admission and commencement of dealings in the VCT Placing Shares on AIM | 8:00 a.m. on 9 November 2026 |
| Crediting of the VCT Placing Shares to stock accounts in CREST | As soon as practicable after 8:00 a.m. on 9 November 2026 |
| Admission and commencement of dealings in the Non-VCT Placing Shares, Subscription Shares and Retail Offer Shares on AIM | 8:00 a.m. on 10 November 2026 |
| Crediting of the Non-VCT Placing Shares, Subscription Shares and Retail Offer Shares to stock accounts in CREST | As soon as practicable after 8:00 a.m. on 10 November 2026 |
| Expected date of despatch of definitive share certificates for the Placing Shares, Subscription Shares and Retail Offer Shares in certificated form | By no later than 16 November 2026 |
Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to shareholders by an announcement through a Regulatory Information Service.
Contact Details
4basebio PLC
+44 (0)12 2396 7943
Dr. Amy Walker – Chief Executive Officer
Richard Bungay – Chief Financial Officer
RBC Capital Markets (Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)
T: +44 (0)20 7653 4000
Kathryn Deegan – ECM
Max Avison – ECM Syndicate
Sandrine Cailleteau – Healthcare Advisory
Cavendish Capital Markets Limited (Joint Bookrunner and Joint Corporate Broker)
T: +44 (0)20 7220 0500
Geoff Nash, Andrea Callaghan – Corporate Finance
Nigel Birks – Healthcare Specialist Sales
Cairn Financial Advisers LLP (Nominated Adviser)
T: +44 (0)20 7213 0880
Jo Turner, Sandy Jamieson, Ed Downes
ICR Healthcare (Media and Investor Relations)
T: +44 (0)20 3707 5700
Jessica Hodgson / Ashley Tapp / Philip Marriage
About 4basebio
4basebio (AIM: 4BB) is a Cambridge-based biotechnology company pioneering the use of synthetic DNA to enable next-generation therapeutics and vaccines. Through its proprietary enzymatic DNA synthesis platform, 4basebio produces GMP-grade synthetic DNA and mRNA with superior speed, purity, and scalability, overcoming the limitations of plasmid-based systems. The company offers application-specific DNA constructs tailored to the diverse needs of gene therapies, genome editing, mRNA production, and DNA vaccines, helping partners accelerate proof-of-concept studies and reach clinical milestones more efficiently while maintaining the highest standards of safety and quality.
For more information, visit 4basebio.com .
Forward-looking statements
This announcement may contain certain statements about the future outlook for 4basebio. Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction or to any persons in any of those jurisdictions. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Canada, Australia, South Africa or Japan or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The Placing Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, (the “U.S. Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly in, into or within the United States absent registration under the U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the shares referred to in this Announcement is being made in the United States.
The Placing Shares are being offered and sold by the Company (i) to persons outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act and (ii) to a limited number of “qualified institutional buyers” (as such term is used in Rule 144A under the Securities Act) in the United States in non-public transactions in reliance on Section 4(a)(2) of the Securities Act.
All offers of Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”) in relevant member states of the European Economic Area (“EEA”) and under the UK Public Offers and Admissions to Trading Regulations 2024 (“POATRs”). This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. Members of the public are not eligible to take part in the Placing.
This announcement is being distributed only to, and is directed only at: (a) if in the United Kingdom, persons who are “qualified investors” within the meaning of Paragraph 15 of Schedule 1 of the POATRs who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); (b) if in the EEA, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (c) persons to whom it may otherwise be lawfully communicated, (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons in the United Kingdom and in any member state of the EEA. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and in any member state of the EEA, and will be engaged in only with such persons.
Cavendish is authorised and regulated by the FCA in the United Kingdom and is acting as joint bookrunner, joint broker and retail offer coordinator exclusively for the Company and no one else in connection with this Announcement or any future transaction in connection with it. Cavendish will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for the giving of advice in relation to any transaction, matter or arrangement of securities of the Company referred to in this Announcement. Neither Cavendish nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of Cavendish in connection with the Placing or any matter referred to in this Announcement.
RBC is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the FCA and the PRA in the United Kingdom, and is acting as joint broker, global co-ordinator and joint bookrunner exclusively for the Company and no one else in connection with this Announcement or any future transaction in connection with it. RBC will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections offered to their clients nor for the giving of advice in relation to any transaction, matter or arrangement of securities of the Company referred to in this Announcement. Neither RBC nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC in connection with the Placing or any matter referred to in this Announcement.
Cautionary statements
This Announcement may contain, and the Company may make, "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. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast. 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 Banks. The Placing Shares will not be admitted to trading on any stock exchange other than AIM.
Investing in the Placing Shares involves a substantial degree of risk. In making an investment decision, investors must perform their own investigation and analysis of the Company and the terms of the Placing, including the merits and risks involved. Prospective purchasers should not construe anything in this Announcement as legal, business or tax advice. Each prospective purchaser should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the Placing Shares under applicable legal investment or similar laws or regulations.
Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK 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 Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing 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 defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment").
Notwithstanding the Target Market Assessment for the Placing Shares, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering of the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK Product Governance Requirements; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: PERSONS (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129), AS AMENDED ("QUALIFIED INVESTORS") AND (B), IN THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE UK PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (“POATRS”), WHO (I) ARE PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) ARE PERSONS WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) ARE OTHER PERSONS TO WHOM THIS PRESENTATION MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE SECURITIES ARE BEING OFFERED AND SOLD BY THE COMPANY (I) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (II) TO A LIMITED NUMBER OF “QUALIFIED INSTITUTIONAL BUYERS” (AS SUCH TERM IS USED IN RULE 144A UNDER THE SECURITIES ACT) IN THE UNITED STATES IN NON-PUBLIC TRANSACTIONS IN RELIANCE ON SECTION 4(A)(2) OF THE SECURITIES ACT.
THE PLACING SHARES MAY NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the “Placees”), will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings contained in, this Appendix.
In particular each such Placee represents, warrants and acknowledges that:
For the purposes of this Appendix, RBC Capital Markets ("RBC") is acting as global coordinator, joint bookrunner and joint corporate broker, and Cavendish Capital Markets Limited ("Cavendish") is acting as joint bookrunner and joint corporate broker (RBC and Cavendish together, the "Banks").
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a “Placee”) by making an oral or written offer to take up Placing Shares is deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.
Details of the Placing Agreement
The Banks have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price on the terms and subject to the conditions set out in a placing agreement entered into between the Company and the Banks on 15 October 2026 (the “Placing Agreement”).
Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, Admission). The Banks have the right to terminate the Placing Agreement in certain circumstances. Further details of the Placing Agreement are set out below.
The Placing Shares
The VCT Placing is conditional upon, amongst other things, First Admission and the Placing Agreement not having been terminated in accordance with its terms. The Ordinary Placing is conditional upon, amongst other things, the VCT Placing becoming unconditional, the Second Admission becoming effective and the Placing Agreement not having been terminated in accordance with its terms.
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company’s existing ordinary shares (“Ordinary Shares”), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Venture capital trust (“VCT”) investors should note that the Company has not applied for nor received advance assurance from His Majesty's Revenue & Customs, the tax authority of the United Kingdom (“HMRC”), regarding the status of any investment in the Company for VCT purposes. Accordingly, neither the Company nor the Banks give any representations or warranties whatsoever as to the status of the Placing Shares for the purposes of Part 6 of the Income Tax Act 2007, as amended, which is solely a matter for HMRC.
Application for admission to trading
Applications will be made to the London Stock Exchange for (i) the VCT Placing Shares as at First Admission; and (ii) the Ordinary Placing Shares as at Second Admission, to be admitted to AIM.
The Placing is subject to, inter alia, Shareholder approval at the General Meeting. Should the Resolutions not be passed, neither First Admission nor Second Admission will occur.
It is expected that First Admission will take place and dealings in the VCT Placing Shares will commence on AIM at 8:00 a.m. (London time) on 9 November 2026 (or such later date as may be agreed between the Company and the Banks).
It is expected that Second Admission will take place and dealings in the Ordinary Placing Shares, the Subscription Shares and the Retail Shares will commence on AIM at 8:00 a.m. (London time) on 10 November 2026 (or such later date as may be agreed between the Company and the Banks provided that such date is not less than one Business Day after the date of the First Admission).
Bookbuild
The Banks will today commence a bookbuilding process in respect of the Placing (the “Bookbuild”) to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Banks under the Placing Agreement in respect of the VCT Placing are conditional on, inter alia:
The obligations of the Banks under the Placing Agreement in respect of the Ordinary Placing are conditional on, inter alia:
(the “Conditions”).
The Banks and the Company may agree to extend the time and/or date by which any Condition is required to be fulfilled to no later than on 3.00 p.m. on 21 October 2026. Any such extension will not affect Placees’ commitments as set out in this Appendix.
Subject to the following paragraph, if any of the Conditions are not fulfilled or, where permitted, waived to the extent permitted by law or regulations in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Banks may agree, being not later than 3.00 p.m. on 21 October 2026), or the Placing Agreement is terminated in accordance with its terms (as to which, see “Termination of the Placing” below), the Placing will lapse and each Placee’s rights and obligations in relation to the VCT Placing and/or the Ordinary Placing shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
The Banks may, at their absolute discretion and upon such terms as they consider appropriate, waive fulfilment of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation), save that, inter alia, the conditions relating to the passing of the Resolutions at the duly convened General Meeting, and the effectiveness of First Admission and Second Admission may not be waived. Any such waiver will not affect Placees’ commitments as set out in this Appendix.
Neither the Company, RBC nor Cavendish, their respective affiliates or their or their respective affiliates’ agents, members, partners, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Conditions to the Placing, nor for any decision any of them may make as to the satisfaction of any Conditions or in respect of the Placing generally, and by participating in the Bookbuild and the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks and the Company. Placees will have no rights against the Company, RBC, Cavendish or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate under the Placing Agreement
The Banks may in their absolute discretion, at any time before First Admission terminate the Placing Agreement by giving notice to the Company in certain circumstances at any time up to First Admission, including, inter alia:
(“First Admission Termination Events”).
The Banks may in their absolute discretion, at any time before Second Admission terminate the Placing Agreement by giving notice to the Company in certain circumstances at any time up to Second Admission, a First Admission Termination Event occurs.
Notice of termination may be communicated by the Banks as soon as practicable to any director of the Company orally, by fax, by email or otherwise and announced to a Regulatory Information Service.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.
Each Placee agrees with the Company and the Banks that the exercise by the Company, or a Bank of any right of termination or any other right or other discretion under the Placing Agreement, shall be within the absolute discretion of the Company or the Banks (as the case may be) and that neither the Company nor the Banks need make any reference to such Placee and that none of the Company, RBC, Cavendish, their respective affiliates or their or their respective affiliates’ agents, members, partners directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By making a bid and participating in the Bookbuild, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the “Conditions of the Placing” above and will not be capable of rescission or termination by it after oral confirmation of its allocation by RBC or Cavendish.
No Prospectus
No prospectus, admission document or other offering document has been or will be submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Bookbuild or the Placing and no such prospectus is required (in accordance with the POATRs and the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (“PRM”) to be published in the United Kingdom or any equivalent document in any jurisdiction. Placees’ commitments will be made solely on the basis of their own assessment of the Company and publicly available information and subject to this Appendix and any further terms set forth in the contract note or trade confirmation sent to individual Placees. Each Placee, by participating in the Bookbuild and the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of any of the Company or the Banks other than publicly available information and none of the Banks or the Company nor any person acting on their behalf nor any of their affiliates has or shall have any liability for any Placee’s decision to participate in the Bookbuild and the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Lock up
As part of the Placing, the Company has agreed that it will not, inter alia, issue or sell any Ordinary Shares for a period of 120 days after Admission without prior consent from the Banks. This agreement is subject to certain customary exceptions and does not prevent the Company from granting options under, and allotting and issuing Ordinary Shares pursuant to options granted under, the Company’s existing employee share schemes.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BMCLYF79) following First Admission and Second Admission will take place within the CREST system provided that the Banks reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements of any relevant jurisdiction. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Banks may agree that the Placing Shares should be issued in certificated form.
Representations and Warranties
By agreeing to subscribe for Placing Shares, each Placee that enters into a commitment to subscribe for Placing Shares will (for itself and for any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company and the Banks at the time of entering into such commitment and on an ongoing basis until Admission that:
United States purchase and transfer conditions
Each purchaser of the Placing Shares who is located in the United States will be required to execute a US Investor Letter containing, among other representations and agreements, certain representations and agreements substantially consistent with those described below, and by accepting delivery of this notice will be deemed to have represented and agreed as follows:
in each case in compliance with any applicable state securities laws in the United States or the securities laws of any state or other applicable jurisdiction;
The Company will not recognize any resale or other transfer, or attempted resale or other transfer, in respect of the Placing Shares made other than in compliance with the above stated restrictions.
The Company, the Banks and their respective directors, officers, partners, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company and the Banks.
Supply and disclosure of information
If any Bank or the Company or any of their respective agents request any information about a Placee’s agreement to subscribe for Placing Shares under the Placing, such Placee must promptly disclose it to them.
Miscellaneous
The rights and remedies of the Banks and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee’s risk. They may be returned by post to such Placee at the address notified by such Placee.
Each Placee agrees to be bound by the Articles once the Placing Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for Placing Shares under the Placing and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including any non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Banks and the Company, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.
The Banks and the Company expressly reserve the right to modify the terms of the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context otherwise requires:
| Admission | means the First Admission and/or Second Admission, as the context requires |
| affiliate | has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the Securities Act, as applicable, and affiliates shall be construed accordingly |
| AIM | means AIM, a market operated by the London Stock Exchange |
| AIM Rules | means the AIM Rules for Companies and the AIM Notes for Investing Companies and Mining, Oil and Gas Companies published by the London Stock Exchange (as amended or reissued from time to time) |
| Articles | means the articles of association of the Company in force as at the date of this Announcement (as amended from time to time) |
| Banks | means RBC and Cavendish |
| Board of Directors | means the board of directors of the Company as at the date of this Announcement |
| Bookbuild | means the bookbuilding process to be commenced by the Banks to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement |
| Business Day | means a day not being a Saturday or a Sunday on which banks are generally open for normal banking business in the City of London |
| Capital Raise | means the Placing, the Subscription, and the Retail Offer |
| Capital Raising Documents | means the Placing Documents, the Subscription Letters, and the Retail Offer Announcement |
| Cavendish | means Cavendish Capital Markets Limited, registered in England and Wales with company number 06198898 and having its registered office at 1 Bartholomew Close, London, EC1A 7BL |
| certificated or in certificated form | means an Ordinary Share which is not in uncertificated form (that is, not in CREST) |
| Circular | means the circular in agreed form to be issued by the Company to shareholders on or around 20 October 2026, including, inter alia, details of the Capital Raise containing the Notice of General Meeting |
| Company | means 4basebio PLC, registered in England and Wales with No. 13519889 and having its registered office at 25 Norman Way, Over, Cambridge CB24 5QE |
| CREST | means the relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the Crest Regulations) |
| CREST Regulations | means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended) |
| DB Share Subscription and Shareholder Loan Amendment Agreement | means the share subscription and shareholder loan amendment agreement between the Company and 2Invest AG dated on or about the date of the Placing Agreement |
| Directors or Board | means the directors of the Company as at the date of this Announcement and Director shall be construed accordingly |
| EEA State | means any member state of the European Economic Area |
| Euroclear | means Euroclear UK & International Limited, a company incorporated in England and Wales, being the Operator of CREST |
| EUWA | means the European Union (Withdrawal) Act 2018 (as amended) |
| FCA | means the UK Financial Conduct Authority including, where the context so permits, any committee, employee, officer or servant to whom any function of the Financial Conduct Authority may be delegated for the time being |
| First Admission | means admission of the VCT Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
| Fundraising | means the Placing, the Retail Offer and the Subscriptions |
| Fundraising Shares | means the New Shares to be issued pursuant to the Placing, the Subscription and the Retail Offer; |
| FSMA | means the Financial Services and Markets Act 2000 (as amended) |
| General Meeting | means the general meeting of the Company, at which the Resolutions will be proposed, to be held at 10.00 a.m. on 6 November 2026 at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, notice of which is to be set out in the Circular |
| HMRC | means His Majesty's Revenue & Customs, the tax authority of the United Kingdom |
| Intermediaries | means an individual, company or other entity that manages and executes the buying and selling of securities on behalf of Retail Investors |
| ISIN | means International Securities Identification Number |
| Issue Price | means 515 pence per New Share |
| London Stock Exchange | means London Stock Exchange plc |
| Material Adverse Effect | means a material adverse effect or change in, or any development or matter reasonably likely to give rise to or involve a material adverse effect or change, in or affecting, the condition (financial, operational, legal or otherwise), earnings, management, business affairs, assets, results of operations or prospects of any member of the Group, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement |
| New Shares | means the Placing Shares, the Retail Shares and the Subscription Shares |
| Ordinary Placees | means persons procured by the Banks in accordance with the Placing Agreement to subscribe for Ordinary Placing Shares pursuant to the Ordinary Placing |
| Ordinary Placing | means the placing of the Ordinary Placing Shares on the terms of the Placing Documents |
| Ordinary Placing Shares | means the number of new Shares to be issued by the Company pursuant to the Ordinary Placing as established by the Bookbuild and as set out in the Terms of Sale |
| Ordinary Shares | means ordinary shares of EUR 1 each in the capital of the Company |
| Placees | means the VCT Placees and the Ordinary Placees |
| Placing | means the VCT Placing and the Ordinary Placing |
| Placing Agreement | means the agreement dated the same date as this Announcement made between the Company and the Banks relating to the Placing |
| Placing Results Announcement | means the press announcement giving details of the results of the Placing substantially in the agreed form save for the inclusion of the number of New Shares to be issued |
| Placing Shares | means VCT Placing Shares and the Ordinary Placing Shares |
| POATRs | means the Public Offers and Admissions to Trading Regulations 2024 |
| Prospectus Regulation | means Prospectus Regulation (EU) 2017/1129 |
| Regulation S | means Regulation S promulgated under the Securities Act |
| QIB | means a "qualified institutional buyer" as defined in Rule 144A of the Securities Act |
| RBC | means RBC Europe Limited (registered in England and Wales with No. 00995939) with its registered office at 100 Bishopsgate, London EC2N 4AA |
| Registrar | means Computershare Investor Services plc of The Pavilions, Bridgwater Road, Bristol BS13 8AE in its capacity as registrar to the Company |
| Regulatory Information Service | means any service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA’s website |
| Resolutions | means the ordinary and special resolutions to be proposed at the General Meeting |
| Restricted Jurisdictions | the United States, Canada, Australia, Japan, New Zealand and the Republic of South Africa or any other jurisdiction where the extension or availability of the Fundraising would breach any applicable law |
| Retail Investors | means investors of the usual type within an Intermediary's client base, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations |
| Retail Offer | means the offer made by the Company of the Retail Shares at the Issue Price through the Retail Offer Platform solely in the United Kingdom in a retail offering in offshore transactions as defined in and meeting the requirements of Regulation S |
| Retail Offer Platform | means the retail offer platform BookBuild operated by BB Technology Ltd (registered number 13508012) which operates the website known as www.bookbuild.live which will host the Retail Offer |
| Retail Shares | means up to 97,087 new Ordinary Shares to be issued by the Company pursuant to the Retail Offer |
| Second Admission | means the admission of the Ordinary Placing Shares, the Subscription Shares and the Retail Shares to trading on AIM becoming effective in accordance with the AIM Rules |
| Securities Act | means the United States Securities Act of 1933, as amended |
| Shareholder | means a holder of Ordinary Shares |
| Subscription | means the proposed subscription by certain of the Directors for the Subscription Shares on the terms of the Subscription Letters |
| Subscription Letters | means the draft subscription letters in the agreed form to be entered into between the Company and certain of the Directors in connection with the Subscription and Subscription Letter shall be construed accordingly |
| Subscription Shares | means the 1,025,239 Shares to be issued by the Company pursuant to the Subscription |
| Terms of Sale | means the terms of sale in or substantially in the form set out in the Placing Agreement to be entered into by the Company and each of the Banks following completion of the Bookbuild |
| UK MAR | means the UK version of the EU Market Abuse Regulation ((EU) 596/2014) as it forms part of UK law by virtue of the EUWA |
| uncertificated or in uncertificated form | means recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| US Investor Letter | means an investor representation letter to be executed and provided to the Banks by any Placees who are QIBs located in the United States |
| VCT | means a venture capital trust |
| VCT Placees | means persons procured by the Banks in accordance with the Placing Agreement to subscribe for VCT Placing Shares pursuant to the VCT Placing |
| VCT Placing | means the placing of the VCT Placing Shares on the terms of the Placing Documents |
| VCT Placing Shares | means the number of new Shares to be issued by the Company pursuant to the VCT Placing as established by the Bookbuild and as set out in the Terms of Sale |
References to a "company" in this Announcement shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
For the purpose of this Announcement, "subsidiary" and "subsidiary undertaking" have the meanings given by the Companies Act 2006.
[1] Assuming Admission occurs on 10 November 2026 and based on the EUR:GBP exchange rate of 1: 0.84514 as derived by Bloomberg on one day prior to the date of this Announcement.
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