TIDMAGL
RNS Number : 9428E
Angle PLC
16 February 2015
For immediate release 16 February 2015
ANGLE plc
("ANGLE" or "the Company")
PLACING AND SUBSCRIPTION TO RAISE GBP7.3 MILLION
AND OFFER TO SHAREHOLDERS TO RAISE UP TO GBP1.5 MILLION
ANGLE plc (AIM: AGL and OTCQX: ANPCY), the specialist medtech
company, is pleased to announce a Placing of 10,272,587 New
Ordinary Shares (the "Placing") and Subscription of 901,000 New
Ordinary Shares (the "Subscription") to raise gross proceeds of
GBP7.3 million at a price of 65 pence per Ordinary Share (the
"Issue Price"). The Company also announces an Offer of up to
2,307,692 New Ordinary Shares (the "Offer") to certain existing
shareholders to raise up to a further GBP1.5 million.
Highlights
-- GBP7.3 million raised through Placing and Subscription with new and existing shareholders
-- Up to an additional GBP1.5 million to be raised through an Offer to qualifying participants
-- The net proceeds of the Placing and the Subscription of
approximately GBP6.7 million will be used for the following
purposes:
- Progress first clinical application in ovarian cancer
following the Medical University of Vienna patient study reporting
that the Parsortix system delivers "unprecedented sensitivity and
specificity" in ovarian cancer;
- Ongoing key opinion leader relationships including the new MD
Anderson collaboration to investigate the use of Parsortix as a
companion diagnostic in colorectal cancer announced today (see
separate announcement);
- Develop sales for research use to support drug trials and
other research to generate commercial traction and provide
companion diagnostic clinical opportunities; and
- General working capital purposes and strengthening of the
balance sheet.
The Placing was widely supported with thirteen institutions
investing and six private client brokers. The Company believes that
the new investor base provides a strong platform from which to
realise the exceptional business potential that the Parsortix
system offers.
The net proceeds of the Offer, if any, shall be applied to some
of the Company's discretionary programmes and it is expected that
this will assist in acceleration of certain aspects of the
Company's operations.
Unless otherwise defined, capitalised terms shall have the same
meaning as defined in the circular being posted to Shareholders
today (the "Circular"), which will be available to view on the
Company's website at www.angleplc.com.
ANGLE's Founder and Chief Executive, Andrew Newland,
commented:
"In our announcement on 27 January 2015, we stated that we would
be focusing our resources to deliver the ovarian cancer opportunity
as quickly as possible. We are delighted that investors share our
view of this opportunity and we have been able to secure the
funding so quickly. The Company is now fully-funded to deliver a
clinical application addressing a very strong medical need in
ovarian cancer in a market that we estimate may be worth GBP300
million per annum.
"We are grateful for the support we have received from new and
existing investors in this fundraising, which was significantly
over-subscribed. Recognising the loyalty and longstanding support
of our existing shareholders, we are delighted to be able to offer
them the opportunity to invest under the Offer on the same terms as
the Placing and Subscription. Subject to individual investor
status, the Offer qualifies for EIS and VCT investment. The funds
raised under the Offer will provide the Company with a strengthened
position in developing future commercial collaborations."
For further information:
ANGLE plc 01483 685830
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
Cenkos Securities
Stephen Keys, Dr Christopher
Golden (Nominated adviser)
Russell Kerr, Oliver Baxendale
(Sales) 020 7397 8900
Buchanan
Mark Court, Sophie Cowles,
Jane Glover 020 7466 5000
For Frequently Used Terms, please see the Company's website on
http://www.angleplc.com/the-parsortix-system/glossary/
PLACING AND SUBSCRIPTION TO RAISE GBP7.3 MILLION
AND OFFER TO SHAREHOLDERS TO RAISE UP TO GBP1.5 MILLION
Introduction
The Company is pleased to announce that it proposes to raise
GBP7.3 million (before expenses) by way of a Placing and
Subscription, through Cenkos, nominated adviser and broker to the
Placing and Subscription, with new and existing investors. The
Company has allotted (conditional on Admission) 10,272,587 Placing
Shares and 901,000 Subscription Shares and application has been
made for the aggregate 11,173,587 New Ordinary Shares to be
admitted to trading on AIM which is expected to occur at 8.00 am on
19 February 2015.
The Board considers it important to allow existing Shareholders
to participate on the same terms as investors who participated
under the Placing or Subscription and to that end, the Company is
providing Qualifying Participants the opportunity to subscribe
under the Offer. In connection with the Offer the Company will
allot (conditional on Admission) up to 2,307,692 New Ordinary
Shares and will make an announcement in due course once the total
number of Offer Shares subscribed is known and application will be
made for such Offer Shares to be admitted to trading on AIM, which
is expected to occur at 8.00 am on 10 March 2015. The Offer is
capped at GBP1.5 million and should (subject to the individual
circumstances of investors) be eligible for tax relief under
EIS/VCT schemes.
The net proceeds of the Placing and the Subscription of
approximately GBP6.7 million will be used for the following
purposes:
-- Progress first clinical application in ovarian cancer
following the Medical University of Vienna patient study reporting
that the Parsortix system delivers "unprecedented sensitivity and
specificity" in ovarian cancer;
-- Ongoing key opinion leader relationships including the new MD
Anderson collaboration to investigate the use of Parsortix as a
companion diagnostic in colorectal cancer announced today (see
separate announcement);
-- Develop sales for research use to support drug trials and
other research to generate commercial traction and provide
companion diagnostic clinical opportunities; and
-- General working capital purposes and strengthening of the balance sheet.
The net proceeds of the Offer, if any, shall be applied to some
of the Company's discretionary programmes and it is expected that
this will assist in acceleration of certain aspects of the
Company's operations.
Background and history of the Company
ANGLE is a specialist medtech company commercialising a platform
technology that can capture cells circulating in blood, such as
cancer cells, even when they are as rare in number as one cell in
one billion blood cells, and harvest the cells for analysis.
ANGLE's cell separation technology, known as the Parsortix
system, harvests the cells of interest through a liquid biopsy,
with the patient only subjected to a simple blood test. Parsortix
is the subject of two granted US patents and three extensive
families of patents being progressed worldwide. The system is based
on a microfluidic device that captures cells based on a combination
of their size and compressibility. The Parsortix system is
established with strong positive evaluations from leading cancer
research centres and is working with these cancer centres to
demonstrate key clinical applications. Parsortix has a CE Mark for
clinical use in Europe and FDA authorisation is in the process of
being obtained for the US.
The analysis of the cells that can be harvested from patient
blood with the Company's Parsortix system has the potential to help
deliver personalised cancer care offering profound improvements in
clinical and health economic outcomes in the treatment and
diagnosis of various forms of cancer.
The Parsortix system is designed to be compatible with existing
major medtech analytical platforms and to act as a companion
diagnostic for major pharmaceutical companies in helping to
identify patients that will benefit from a particular drug and then
monitoring the drug's effectiveness.
ANGLE has established formal collaborations with world-class
cancer centres and is working with these cancer centres to
demonstrate key applications for its Parsortix non-invasive cancer
diagnostic system as a liquid biopsy. The Company's collaborators
include: Cancer Research UK Manchester Institute, Medical Research
Council Cancer Unit at University of Cambridge, University of
Surrey Oncology Group, Barts Cancer Institute, Sidney Kimmel Cancer
Center at Thomas Jefferson University, University of Southern
California (USC) Norris Comprehensive Cancer Center, The University
Medical Center Hamburg-Eppendorf and Medical University of
Vienna.
ANGLE has today announced an important additional collaboration
with the world-leading MD Anderson Cancer Center in the United
States (see separate announcement).
Business overview and recent activity
During the half year to 31 October 2014, collaboration
agreements were signed with a further five leading international
cancer research centres bringing the total number of key opinion
leaders working with the Parsortix system to eight. MD Anderson
increases this to nine.
Four of the key opinion leaders publicly reported during the
period bringing a total of five key opinion leaders reporting
positively on their evaluation of the Parsortix system.
Subsequent to the half year end, commercial collaborations were
announced with the diagnostics division of a large pharmaceutical
company and with EKF Diagnostics Holdings plc.
In January 2015, the Medical University of Vienna reported the
results of a patient study for a clinical application in ovarian
cancer with the Parsortix system and noted that the system delivers
"unprecedented sensitivity and specificity". ANGLE has now
commenced a process, in collaboration with the Medical University
of Vienna to develop a clinical application for ovarian cancer.
Placing, Subscription and Offer Statistics
Issue Price 65p
Number of Ordinary Shares in issue
as at the date of this announcement(1)
(including the Placing Shares and
the Subscription Shares) 56,416,646
Maximum number of Offer Shares being
offered pursuant to the Offer 2,307,692
Number of Ordinary Shares in issue
following Admission of the Placing
Shares, Subscription Shares and Offer
Shares (assuming Offer Maximum is
taken up) 58,724,338
Number of Offer Shares as a percentage
of the issued share capital (including
the Placing Shares and the Subscription
Shares) as enlarged by the Offer (assuming
Offer Maximum is taken up)(1) 3.93%
Number of New Ordinary Shares as a
percentage of the enlarged issued
ordinary share capital of the Company
following the Offer, Placing and Subscription
(assuming Offer Maximum is taken up) 22.96%
Estimated proceeds receivable by the GBP8.2 million
Company, net of expenses (assuming
Offer Maximum is taken up)
Notes
(1) Includes a total of 11,173,587 Ordinary Shares allotted
conditional on Admission pursuant to the Placing and Subscription
announced on 16 February 2015 and expected to be admitted to
trading on AIM at 8.00 a.m. on 19 February 2015.
Expected Timetable of Principal Events
Offer Record Date 13 February 2015
Announcement of the Placing, 16 February 2015
Subscription and Offer, and posting
of the Circular and Application
Form
Admission and dealings in the 19 February 2015
Placing Shares and Subscription
Shares expected to commence on
AIM
CREST accounts expected to be 19 February 2015
credited for the Placing Shares
and Subscription Shares in uncertificated
form
Latest time and date for receipt 11.00 a.m. on
of completed Application Forms 2 March 2015
and payment in full under the
Offer
Expected date of announcement 4 March 2015
of the result of the Offer via
Regulatory Information Service
Admission and dealings in the 10 March 2015
Offer Shares expected to commence
on AIM
CREST accounts expected to be 10 March 2015
credited for the Offer Shares
in uncertificated form
Expected date for posting of 19 March 2015
share certificates for the Offer
in certificated form pursuant
to the Offer
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. References to time in
this announcement are to London time.
Current trading and prospects
The Company released its results for the 6 months ended 31
October 2014 on 29 January 2015 and these are available on the
Company's website at www.angleplc.com. Since 1 November 2014, the
Company has continued to trade in line with Directors' expectations
and has made very encouraging progress in relation to an
application in ovarian cancer.
The Offer
The Board considers it important that Qualifying Participants
have an opportunity to participate on the same terms as investors
in the Placing and Subscription. Qualifying Participants can
subscribe for, in aggregate, up to GBP1.5 million, the Offer
Maximum, which is within the limits of authorities previously
granted to the Directors permitting them to allot equity securities
on a non-pre-emptive basis We have received advanced assurance from
HM Revenue & Customs that the Company may issue compliance
certificates for EIS purposes and that the New Ordinary Shares to
be issued should be "eligible shares" under Chapter 4 Part 6 of the
UK Income Tax Act 2007 and therefore, depending on the
circumstances of the investors, the New Ordinary Shares should
qualify for relief under the EIS/VCT schemes. The Directors may use
their absolute discretion to scale back applications under the
Offer as they see fit.
It is expected that dealing in the Offer Shares issued pursuant
to the Offer will commence on or around 10 March 2015.
In order to apply for Offer Shares, Qualifying Participants
should complete the Application Form in accordance with the
instructions set out in the Circular.
The Placing and the Subscription
The Company proposes to raise approximately GBP6.7 million
(before expenses) through the issue, conditional on Admission, of
the Placing Shares at the Issue Price through Cenkos. The Issue
Price represents a discount of 22.8% to the closing middle market
price of 84.25p per Ordinary Share on 13 February 2015, being the
last practicable date prior to the announcement of the Placing. The
Placing Shares will represent approximately 17.5% of the Company's
issued ordinary share capital immediately following Admission of
the New Ordinary Shares (assuming full take up under the
Offer).
Certain investors have entered into Subscription Agreements
whereby they will subscribe, conditional on Admission, for 901,000
New Ordinary Shares at the Issue Price thereby raising a further
GBP0.6 million (before expenses) in aggregate. The Subscription
Shares will represent approximately 1.5% of the Company's issued
ordinary share capital immediately following Admission of the New
Ordinary Shares (assuming full take up under the Offer).
Details of the Offer, Placing and Subscription
1. The Offer
The Offer comprises an offer to Qualifying Participants of up to
2,307,692 Offer Shares with the aggregate consideration to be
received by the Company limited to GBP1.5 million, the Offer
Maximum. Qualifying Participants can apply for as many Offer Shares
as they wish. However, the Directors reserve the right to exercise
their absolute discretion in the allocation of successful
applications, including, without limitation, to ensure no Offer
Shares are issued so as to exceed the Offer Maximum.
The Offer is only open to Qualifying Participants and there is
no maximum or minimum subscription per applicant. No Qualifying
Participant may subscribe for Offer Shares in excess of the Offer
Maximum. Multiple applications may be submitted. Qualifying
Participants who are joint Shareholders may only apply for Offer
Shares as joint applicants.
The Offer is conditional on Admission of the Offer Shares
occurring on 10 March 2015 (or such later date, being not later
than 24 March 2015, as the Company may decide). If Admission of the
Offer Shares has not occurred by such time and date, applications
are expected to be returned without interest by crossed cheque in
favour of the applicant(s) (at the applicant's risk) through the
post as soon as practicable. Any interest earned on the application
monies will be retained for the benefit of the Company. The Offer
will close at 11.00 a.m. on 2 March 2015 unless previously closed
or extended. The Offer is not being underwritten. The Application
Form and accompanying procedure for application sets out, in
detail, how Qualifying Participants may participate under the
Offer.
Applications must be made on the terms and conditions set out in
the Circular and in the Application Form and by duly completing and
returning the Application Form and appropriate remittance.
2. The Placing
Pursuant to the terms of the Placing Agreement, Cenkos, as
broker to the Company, has conditionally agreed to use its
reasonable endeavours, as agents for the Company, to place the
Placing Shares at the Issue Price with certain institutional and
other investors. The Placing Agreement is conditional upon, inter
alia, the Subscription Agreements becoming unconditional in all
respects and not having been terminated in accordance with their
terms (save for any condition relating to Admission or the Placing
Agreement becoming unconditional), and Admission of the Placing
Shares becoming effective on or before 8.00a.m.on 19 February 2015
(or such later time and/or date as the Company and Cenkos may
agree, but in any event by no later than 8.00 a.m. on 19 March
2015). The Placing Agreement contains warranties from the Company
in favour of Cenkos in relation to, inter alia, the accuracy of the
information contained in the Circular and certain other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify Cenkos in relation to certain liabilities
they may incur in respect of the Placing, Subscription and Offer.
Cenkos has the right to terminate the Placing Agreement in certain
circumstances prior to the relevant Admission of the Placing
Shares, Subscription Shares and/or Offer Shares including, for
force majeure or in the event of a material breach of the
warranties set out in the Placing Agreement.
3. The Subscription
The Subscribers have agreed, conditional on Admission of the
Subscription Shares, to subscribe for the Subscription Shares at
the Issue Price. The Subscription will raise approximately GBP0.6
million before expenses for the Company. The Subscription
Agreements contain certain representations and warranties given by
the Subscribers to the Company. The Subscription Agreements are
conditional on, inter alia, Admission of the Subscription
Shares.
Dealings and Settlement on AIM
The Offer Shares will be allotted and issued fully paid and
will, on issue, rank pari passu with the existing Ordinary Shares,
including the right to receive, in full, all dividends and other
distributions thereafter declared, made or paid after the date of
issue together with all rights attaching to them and free from all
liens, charges and encumbrances of any kind. Application will be
made to the London Stock Exchange for the Offer Shares to be
admitted to trading on AIM. Admission of the Offer Shares to
trading on AIM is expected to occur at 8.00 a.m. on 10 March
2015.
Risk Factors
An investment in the Company involves significant risks and is
only suitable for investors who are capable of evaluating the
merits and risks of such an investment and who have sufficient
resources to be able to bear any losses (which may be equal to the
whole amount invested) which may result from such an investment.
Prospective investors should carefully review and evaluate the
risks and the other information contained in the Circular before
making a decision to invest in the Company. If in any doubt,
prospective investors should immediately seek their own personal
financial advice from their independent professional adviser
authorised under the Financial Services and Markets Act 2000 (as
amended) who specialises in advising on the acquisition of shares
and other securities or other advisers such as legal advisers and
accountants.
If any of the following risks actually occur, the Company's
business, financial condition, capital resources, results and/or
future operations could be materially and adversely affected. In
such circumstances, the trading price of the New Ordinary Shares
could decline and investors may lose all or part of their
investment. Additional risks and uncertainties not currently known
to the Board may also have an adverse effect on the Company's
business and the information set out below does not purport to be
an exhaustive summary of the risks affecting the Company or the
Group. There can also be no guarantee that the Company's investment
objectives will be achieved. Prospective investors should be aware
that the value of New Ordinary Shares and the income from them may
go down as well as up and that they may not be able to realise
their investment. In
addition, it is possible that the market price of New Ordinary
Shares in the Company may be less than the underlying net asset
value per New Ordinary Share.
References to the Company are also deemed to include, where
appropriate, each member of the Group.
Competitive position
There are numerous competitive groups seeking to develop
alternative cancer diagnostic products in direct competition (other
CTC technologies) and indirect competition (other methods). It is
possible at any time that a competing technology which out-performs
Parsortix may enter the market. Some competitors have greater
resources which may allow them to deploy commercial tactics which
restrict the Group.
Financial
The Group is investing heavily in research and development and
is moving into product launch phases and as a consequence is loss
making and utilising cash for its operational activities. The
commencement of material revenues is difficult to predict as it
involves identifying specific clinical applications and achieving
market acceptance; operating losses are anticipated to continue for
some time. In the event that new funds are required there can be no
guarantee that these will be available on acceptable terms, at the
quantum required, or at all, which could affect the ability to
commercialise the technology and may require operations to be
scaled back, delayed or even affect the ability to continue as a
going concern.
Intellectual Property
The Group's success depends in part on its intellectual property
(IP) in order that it can stop others from exploiting its
inventions. There is a risk that patent pending applications will
not be issued. It is possible that competitors may infringe this IP
or otherwise challenge its validity, which may result in
uncertainty, litigation costs and/or loss of earnings.
Market acceptance
Success depends on acceptance of the Group's products. Studies
are required to demonstrate clinical applications and there is a
risk that the data may be weak, inconclusive or negative. The
medical diagnostics market is conservative by nature, CTCs are an
emerging technology, customers may be slow to adopt new products,
vested interests may impede market penetration and products may not
achieve commercial success.
Manufacturing
As precision equipment, it is extremely important that
manufacturing is of a consistent and high quality to ensure that
machines and cassettes operate as specified and produce consistent
results. The Group must comply with a broad range of regulations
relating to the development, approval, manufacturing and marketing
of its products and is subject to regulatory inspection. Product
lead times need to be appropriate. Problems at outsourced
manufacturers could lead to disruption in supplies, delays, product
inconsistency and product failure.
Research and development
The Group undertakes significant research and development
activity with the aim of launching improved and new products and
services, but there remain considerable technical risks, which may
result in delays, increased costs or ultimately failure.
Regulatory
Major success with the cancer diagnostic product (and other
products) will require regulatory authorisation for clinical use
from various regulatory authorities which will require data from
studies relating to the efficacy, safety and quality of the
product. Regulatory regimes are complex and dynamic and it can be
difficult to predict their exact requirements, so authorisations
may be delayed and alterations to the regulations may also result
in delays. If it proves difficult to achieve authorisations, major
revenues may be delayed or without authorisation may not be
achievable.
Staff and key suppliers
The Group's future success is dependent on its management team
and staff and there is the risk of loss of key personnel. The Group
also outsources certain aspects of product development and
manufacturing and is dependent on these key suppliers and its
collaborations with key opinion leaders.
Liquidity of the New Ordinary Shares
The future success of AIM and liquidity in the market for the
New Ordinary Shares cannot be guaranteed. In particular, the market
for the New Ordinary Shares may be, or may become, relatively
illiquid and, therefore, the New Ordinary Shares may be or may
become difficult to sell. Admission to AIM does not imply that
there will always be a liquid market for the New Ordinary
Shares.
EIS and VCT status
The Company has received advanced clearance from HM Revenue
& Customs that the Company should be a "qualifying holding" for
the purposes of the EIS and for investment by a VCT under Chapter 4
Part 6 of the UK Income Tax Act 2007, The advance clearance only
relates to the qualifying status of the Company and its shares and
will not guarantee that any particular investor, including any VCT
investor, will qualify for relief in respect of an acquisition of
Ordinary Shares. Any investor who is a Qualifying Employee (or an
associate of a Qualifying Employee for EIS purposes) will not be
entitled to claim EIS relief, nor will any Qualifying Shareholder
who has been an employee of the Company (or an associate of an
employee) within the two year period prior to the date of
Subscription. The continuing availability of EIS relief and the
status of the relevant New Ordinary Shares as a qualifying holding
for VCT purposes will be conditional amongst other things, on the
Company continuing to satisfy the requirements for a qualifying
company throughout the period of three years from the date of the
investor making its investment (under EIS) and, for VCT purposes,
throughout the period the Ordinary Shares are held as a "qualifying
holding". Neither the Company nor the Company's advisers are giving
any warranties or undertakings that any relief under the EIS or
that VCT qualifying status will be available in respect of the
Placing, Subscription or Offer, or that in due course such relief
or status will not be withdrawn.
Any person who is in any doubt as to their taxation position
should consult their professional tax adviser in order that they
may fully understand how the rules apply in their individual
circumstances.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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