THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANGLE PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
5 October 2017
ANGLE plc
("ANGLE" or the "Company")
Results of Fundraising
ANGLE plc (AIM:AGL OTCQX:ANPCY), a leading player in the liquid biopsy market, is pleased to announce that, further to the announcement made earlier today, the Company has successfully raised a total of approximately £12.2 million (before expenses) with new and existing investors consisting of 3,757,146 EIS/VCT Placing Shares, 25,680,006 General Placing Shares, 772,857 General Subscription Shares and 4,579,169 Covington Subscription Shares, all at a price of 35 pence per New Ordinary Share. The Issue Price represents a discount of approximately 3 per cent to the closing mid-market price of an Ordinary Share of 36 pence on 4 October 2017.
A circular to Shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions and will be available on the Company's website, www.angleplc.com.
The General Meeting will be held at 10.00 a.m. on 30 October 2017 at the offices of the Company at 10 Nugent Road, The Surrey Research Park, Guildford, Surrey GU2 7AF.
Director Participation and Related Party Transaction
Ian Griffiths, a Director of the Company, has agreed to subscribe for 114,286 New Ordinary Shares as part of the General Subscription. Ian Griffiths is a related party of the Company for the purposes of the AIM Rules by virtue of his status as a Director of the Company. Andrew Newland, Garth Selvey and Brian Howlett, being the independent Directors for this purpose, consider, having consulted with the Company's nominated adviser, finnCap, that the terms of Ian Griffiths' participation in the General Subscription is fair and reasonable insofar as the Company's Shareholders are concerned.
General Meeting and Admission
The Fundraising is conditional, inter alia, upon the passing of the Resolutions at the General Meeting and upon the relevant Admission becoming effective (placing of the EIS/VCT Placing Shares is conditional upon, inter alia, EIS/VCT Admission and placing of the General Placing Shares and General Subscription Shares are conditional upon, inter alia, EIS/VCT Admission and General Admission) and the Covington Subscription is conditional upon, inter alia, the Covington Admission.
Upon Admission the Enlarged Issued Share Capital is expected to be 109,604,952 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 31.7 per cent. of the Company's Enlarged Issued Share Capital.
Application will be made for the 34,789,178 New Ordinary Shares to be admitted to trading on AIM. Subject to the Resolutions having been passed and the Placing Agreement not having been terminated in accordance with its terms, it is anticipated that:
· admission of the 3,757,146 EIS/VCT Placing Shares will occur at 8.00 a.m. on or around 31 October 2017;
· admission of the 25,680,006 General Placing Shares and 772,857 General Subscription Shares will occur at 8.00 a.m. on or around 1 November 2017; and
· admission of the 4,579,169 Covington Subscription Shares will occur on or around 16 November 2017.
Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released earlier today unless the context requires otherwise.
For further information on ANGLE:
ANGLE plc |
+44 (0) 1483 343434 |
Andrew Newland, Chief Executive Ian Griffiths, Finance Director |
|
finnCap Ltd (NOMAD and Joint Broker) Corporate Finance - Adrian Hargrave, Simon Hicks, Kate Bannatyne Corporate Broking - Alice Lane, Nikita Jain |
+44 (0) 20 7220 0500 |
WG Partners (Joint Broker) Nigel Barnes, Nigel Birks, Andrew Craig, Chris Lee |
+44 (0) 203 705 9330 |
FTI Consulting Simon Conway, Mo Noonan, Stephanie Cuthbert Kimberly Ha (US) |
+44 (0) 203 727 1000 +1 212 850 5612 |
Important notice
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change.
This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, the Republic of Ireland or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
finnCap is authorised and regulated by the Financial Conduct Authority in the United Kingdom. finnCap is acting solely as nominated adviser, joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by FSMA or the regulatory regime established thereunder, finnCap accepts no responsibility whatsoever, 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 behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. finnCap accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
WG Partners is authorised and regulated by the Financial Conduct Authority in the United Kingdom. WG Partners is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WG Partners by FSMA or the regulatory regime established thereunder, WG Partners accepts no responsibility whatsoever, 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 behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. WG Partners accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
In connection with the Placing, finnCap, WG Partners and their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company ("Ordinary Shares") and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by finnCap, WG Partners and any of their respective affiliates acting as investors for their own accounts. In addition, finnCap, WG Partners or their respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Neither finnCap nor WG Partners has any intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Forward-looking Statements
This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. No undue reliance should be placed upon forward-looking statements. These forward looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules for Companies.
