THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
Proteome Sciences plc
Placing to raise £2.5 million
23 June 2015: Proteome Sciences plc (AIM:PRM) ("Proteome Sciences" or the "Company") is pleased to announce it has conditionally raised approximately £2.5 million, before expenses, through the placing of 13,861,112 new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares" and the "Placing Shares") at a price of 18 pence per Ordinary Share (the "Placing Price" and the "Placing").
The net proceeds of the Placing will be used to increase capacity and shorten lead times ensuring the Company can continue to meet the significant increase in demand for its Biomarker Services from a growing list of international clients and for general working capital purposes.
Admission
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM which is expected on or around 2 July 2015 ("Admission"). Following Admission, the Company will have a total of 229,355,620 Ordinary Shares in issue. The Placing Shares will rank pari passu with the existing Ordinary Shares.
The Placing is conditional upon, inter alia, Admission becoming effective on or before 31 July 2015.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the Disclosure Rules and Transparency Rules. Any changes to the above expectation will be announced to the market as required.
Director Dealing & Related Party Transactions
Christopher Pearce, Executive Chairman of the Company, is participating in the Placing at the Placing Price, subscribing for 1,805,555 Placing Shares. Following Admission, Mr. Pearce will have an interest in 36,915,059 Ordinary Shares, representing 16.1% of the Company's enlarged issued share capital. Vulpes Investment Management Private Ltd ("Vulpes") a substantial shareholder of the Company, is also participating in the Placing at the Placing Price, subscribing for 2,592,500 Placing Shares. Following Admission and completion of the Placing, Vulpes will have an interest in 36,448,125 Ordinary Shares, representing 15.9% of the Company's enlarged issued share capital.
Under the AIM Rules for Companies, both Mr. Pearce and Vulpes' participations in the Placing constitute related party transactions. The independent directors, being all of the Company's directors except Mr Pearce and Mr Diggle (a representative of Vulpes), consider, having consulted with Cenkos Securities plc, the Company's Nominated Adviser, that their participation in the Placing is fair and reasonable as far as shareholders are concerned.
For further information please contact:
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Christopher Pearce, Executive Chairman |
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Dr. Ian Pike, Chief Operating Officer |
Tel: +44 (0)1932 865065 |
Geoff Ellis, Finance Director |
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Nominated Adviser |
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Cenkos |
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Mark Connelly/Callum Davidson |
Tel: +44 (0)20 7397 8900 |
Broker |
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finnCap |
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Geoff Nash |
Tel : +44 (0)20 7220 0563 |
Public Relations |
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IKON Associates |
Email: [email protected] |
Adrian Shaw |
Tel: +44 (0)1483 271291 |
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Mobile +44(0)7979 900733 |
Notes for editors:
About Proteome Sciences plc (www.proteomics.com)
Proteome Sciences is a global leader in applied proteomics and peptidomics offering high sensitivity, proprietary technologies for protein and peptide biomarker discovery, validation and assay development. The Company is headquartered in Cobham, UK, with laboratory facilities in London and Frankfurt.
Proteome Sciences' proprietary research has discovered a large number of novel protein biomarkers in key human diseases and is focused mainly in neurological/neurodegenerative conditions and in cancer. It has discovered and patented blood biomarkers in Alzheimer's disease, stroke, brain damage and lung cancer for diagnostic and treatment applications that are available for license or have already been outlicensed.
The Company's PS Biomarker Services™ division provides outsourced proteomics services and proprietary biomarker assays to pharmaceutical, biotechnology and diagnostics companies from its ISO 9001: 2008 facility in Frankfurt, Germany.
Important Notice
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The Placing Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The Placing Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements. There will be no public offer of Placing Shares in Australia, Canada, Japan, or the Republic of South Africa.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Cenkos Securities plc ("Cenkos") or finnCap Limited ("finnCap"). Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any matters referred to in this announcement.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap or Cenkos by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither finnCap nor Cenkos accepts any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing Shares or the Placing, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. finnCap and Cenkos accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.
This announcement should not be considered a recommendation by the Company, finnCap, Cenkos or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the Placing Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance.
