Subscription to raise £5 million

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

24 March 2021

Circassia Group plc

("Circassia" or the "Company" and, together with its subsidiaries, the "Group")
Subscription to raise £5 million

Circassia Group plc today announces that it has entered into subscription agreements (the "Agreements") with three of its major institutional shareholders Harwood Capital, Richard Griffiths and Lombard Odier Asset Management to raise a total of £5 million in gross proceeds (the "Subscription") to provide capital investment, to strengthen the Company's balance sheet and provide it with additional liquidity to supplement the continuance of its operational business within the wider Group. 

The Group today also announced its audited results for the 12 months ended 31 December 2020 and a post-period update.

Further details of the Agreements

Under the terms of the Agreements, Lombard Odier Asset Management, North Atlantic Smaller Companies Investment Trust plc (to which Harwood Capital acts as investment manager) and Richard Griffiths have subscribed for a total of 20,000,000 new ordinary shares of 0.08 pence each in Circassia (the "Subscription Shares") at a price of 25p per share.  The subscription price represents a discount of approximately 10.7 per cent. to the closing mid-market price on 23 March 2021, the latest practicable date prior to this announcement.

The amounts subscribed by the various parties are set out in the table below:

Ian Johnson, Executive Chairman of Circassia, said:

"I am grateful for the support of three of our largest shareholders at this time as we continue to invest in the Niox® business. We have a market leading product for the diagnosis and management of asthma and are committing to our aim of delivering greater value to shareholders."

Related Party Transactions

The participation in the Subscription by each of Harwood and Richard Griffiths, both of whom are substantial shareholders as defined in the AIM Rules for Companies (the "AIM Rules"), each constitutes a related party transaction under Rule 13 of the AIM Rules.  The independent Directors, being the Board members other than Nicholas Mills, consider, having consulted with N+1 Singer as the Company's nominated adviser, that the terms of the transactions with each of Harwood and Richard Griffiths are fair and reasonable insofar as shareholders are concerned.

Application for Admission

Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. Admission of and dealings in the Subscription Shares is expected to commence at 8.00 a.m. on 25 March 2021.

Following Admission, the Company will have 417,661,192 Ordinary Shares of 0.08p in issue, each carrying one voting right.  No shares are held in treasury.

The above figure may therefore be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

General

All Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all distributions declared on or after the date on which they are issued.

-Ends-

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