TIDMAGL
RNS Number : 0748D
Angle PLC
24 June 2021
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CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND
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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 AMED (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
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FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
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ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
24 June 2021
ANGLE plc
("ANGLE" or the "Company")
Accelerated bookbuild to raise gross proceeds of up to GBP20
million
ANGLE plc (AIM:AGL OTCQX:ANPCY), a world-leading liquid biopsy
company, today announces a Placing to raise gross proceeds of up to
GBP20 million at a price of 116 pence (the "Issue Price") per new
ordinary share of 10 pence each in the capital of the Company ("New
Ordinary Shares") (the "Placing"), through finnCap and WG Partners,
acting as joint brokers to the Company alongside Beech Hill
Securities ("Beech Hill") who are acting as US broker to the
Company.
Placing highlights:
-- Placing to raise gross proceeds of up to GBP20 million at a
price of 116 pence per New Ordinary Share.
-- The Placing consists of up to 17,241,380 New Ordinary Shares ("Placing Shares").
-- The Placing is being conducted through an accelerated book
build process, which will open with immediate effect following this
Announcement.
-- Assuming the Placing is subscribed in full, the proceeds of
the Placing are to be used as follows:
Prostate cancer opportunity GBP7m
Building senior management team in the United States GBP3m
Assay development capability GBP2m
Ongoing operations for breast and ovarian cancers GBP8m
and strengthen balance sheet for pharma services
Total GBP20m
-- The Issue Price represents a discount of approximately 6.83
per cent. to the closing mid-market price of an Ordinary Share of
124.50 pence on 23 June 2021 (being the last practicable date prior
to this Announcement).
-- Assuming the Placing is subscribed in full, the Placing
Shares will represent approximately 7.40 per cent. of the Company's
Enlarged Issued Share Capital.
-- Further details about the background to and reasons for the Placing are set out below.
-- Further details of the Terms and Conditions of the Placing
are set out in the appendix to this Announcement.
For further information:
ANGLE plc
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
Andrew Holder, Head of Investor Relations +44 (0) 1483 343434
finnCap Ltd (NOMAD and Joint Broker)
Corporate Finance - Carl Holmes, Simon
Hicks, Teddy Whiley
ECM - Alice Lane, Sunila de Silva +44 (0) 20 7220 0500
WG Partners (Joint Broker)
Claes Spång, Nigel Barnes, Nigel Birks +44 (0) 203 705 9330
Beech Hill Securities (US Broker)
George Billington +1 646 352 1368
FTI Consulting
Simon Conway, Ciara Martin, Stephanie Cuthbert +44 (0) 203 727 1000
Matthew Ventimiglia (US) +1 (212) 850 5624
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the company's obligations under Article 17 of MAR. In addition,
market soundings (as defined in MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. Due to the
publication of this Announcement, those persons that received
inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its
securities.
Important notice
This Announcement should be read in its entirety.
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 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 Securities Act, or with any
securities regulatory authority of any state or jurisdiction of the
United States. Subject to certain exceptions, the securities
referred to herein are being offered only outside of the United
States pursuant to Regulation S of the Securities Act and may not
be reoffered, resold, transferred or delivered, directly or
indirectly, within 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 each case,
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
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 have 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. Many of these risks, uncertainties and assumptions
relate to factors that are beyond the Company's ability to control
or estimate precisely and include, but are not limited to, general
economic climate and market conditions as well as specific factors,
including the success of the Company and its subsidiaries' research
and development and commercialisation strategies, uncertainties
regarding regulatory clearance and acceptance of products by
customers. 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II 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 as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, finnCap and WG Partners 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 MiFID II; 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
1. Introduction
The Board announces today that it proposes to raise gross
proceeds of up to GBP20 million by way of a Placing with new and
existing investors through finnCap, nominated adviser to the
Company and joint broker to the UK Placing and WG Partners, joint
broker to the UK Placing and also by way of a US Placing through
Beech Hill, broker to the US Placing (the UK Placing and US Placing
together, the "Placing").
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. In accordance
with the conditions of the Placing, subject to the terms of the
Placing Agreement, it is expected that admission to trading on AIM
and dealings in the New Ordinary Shares will commence on or around
1 July 2021.
The Issue Price represents a discount of approximately 6.83 per
cent. to the closing mid-market price per Ordinary Share of 124.50
pence on 23 June 2021 (being the last practicable date prior to the
announcement of the Placing).
2. Background to the Company, reasons for the Placing
ANGLE is a world-leading player in the liquid biopsy market,
commercialising a platform technology that can capture rare cells
circulating in blood, such as cancer cells, even when they are few
in number such as one cell in one billion blood cells and harvest
these cells for analysis. Such cancer cells are known as
circulating tumour cells ("CTCs"). ANGLE's cell separation
technology, known as the Parsortix(R) system, harvests CTCs through
a liquid biopsy, with the patient only subjected to a simple blood
draw. The Parsortix(R) system is the subject of 26 granted patents
in the United States, Europe, Australia, Canada, China, Japan and
Mexico and a number of related patents are being progressed
worldwide. The system is based on a microfluidic device that
captures CTCs based on a combination of their larger size and lack
of compressibility. The Parsortix system is well established with
strong positive evaluations and 45 peer-reviewed publications from
leading cancer research centres and ANGLE is working with these
cancer centres to demonstrate key clinical applications.
The Company has made strong progress towards its
commercialisation, with the development of two clinical services
laboratories, in the US and UK, and the signing of its first
large-scale pharma services contract, worth up to $1.2 million,
with capacity being established for 50,000 samples per annum at
$1,000 baseline price, and up to $2,000 per sample. This is a key
milestone towards ANGLE's commercialisation, with the Pharma
Services business and ANGLE Clinical Laboratories viewed as an
accelerator for clinical applications, with clinical laboratory
accreditation targeted for end CY21, and as a demonstrator for
Parsortix applications, supporting product sales and corporate
partnerships. The Company expects only a small number of large
scale pharma relationships to open the potential of a very large
market, with discussions with additional pharma customers in
progress.
On 28 September 2020, ANGLE announced the completion of its
submission for FDA Class II clearance for metastatic breast cancer
("MBC"), which has the potential to be the first ever FDA clearance
for a system to harvest intact cancer cells from a simple blood
draw for subsequent analysis. The submission provides a data
package demonstrating the performance of the Parsortix system in
harvesting cancer cells from MBC patient blood for subsequent
analysis.
It was announced on 20 October 2020 that FDA had completed its
administrative review and accepted ANGLE's submission for
substantive review for a device to harvest cancer cells from
patient blood for subsequent analysis. The analysis of the CTCs
that can be harvested from patient blood using 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.
Furthermore, on 4 March 2021, the Company announced that in its
communications with FDA, it had been advised that, due to
unprecedented allocation of resources to COVID-19 priorities, it
was unclear how quickly FDA will be able to review ANGLE's response
to the Additional Information Request ("AIR") once it had been
submitted. Whilst there has not been a delay to date, taking into
account the possibility that FDA processes are delayed, it was
considered that FDA clearance, if granted, would occur in the
second half of 2021. The Company acted on this request, announcing
most recently on 4 June 2021 that it had completed the work
required to answer questions raised by FDA in its AIR and that a
comprehensive response has been submitted to FDA as planned.
ANGLE is following a De Novo FDA process for Parsortix, as there
is no predicate device. Consequently, there is inherent uncertainty
over the timing of the process and its ultimate success. This would
be only the third product-based liquid biopsy FDA clearance and the
first ever FDA clearance for CTC harvesting for subsequent
analysis.
The Parsortix system is designed to be compatible with existing
major molecular analytical platforms and to act as a companion
diagnostic for use by major pharma in helping to identify patients
that will benefit from a particular drug and there is a large
market opportunity for the use of the Parsortix system in cancer
drug trials. ANGLE intends that the Parsortix system will
eventually be adopted worldwide. Cowen Equity Research estimate the
market opportunity for liquid biopsy in the United States alone to
be up to US$ 130 billion per annum.
The Placing allows an expansion of ANGLE's activities to include
running prostate cancer studies with the potential to address a
large market for a blood test to assess the risk of prostate cancer
ahead of prostate tissue biopsy, which is an invasive procedure
where some 75% of biopsy procedures are negative for cancer.
Prostate cancer clinical tests are a c.US$6.7 billion per annum
market (United States only), with 1 million men having a Prostate
Specific Antigen ("PSA") test, and 250,000 new cases in 2021 in the
US alone, with the average costs of prostate biopsy of c.US$2,000.
The procedure has a high incidence of complications, with 98%
having some side effects, 32% moderate and 1.4% major
complications. Post-biopsy sepsis occurs in 2-5% of cases with up
to 25% of these requiring to be admitted to the ICU. Liquid biopsy
offers a unique opportunity to triage men with elevated PSA
avoiding the need for invasive core tissue biopsy for the 90% of
patients with benign or indolent disease. The Company has
identified this as an area of opportunity and intends to use the
proceeds of the Placing to pursue it further.
COVID-19
As stated at the time of the Company's Preliminary Results
announcement, released 29 April 2021, the Company adapted to
COVID-19 related disruption and successfully completed the work
required to make the full De Novo FDA Submission for the Parsortix
system. This marked a watershed moment for ANGLE in its goal to
achieve the first ever FDA clearance for a system to harvest cancer
cells from patient blood for subsequent analysis, initially in MBC.
It was encouraging that the AIR was received without undue delay
despite the ongoing pressure on FDA resources as a result of
COVID-19. Whilst recent communication with FDA indicates a
potential delay to their review processes, ANGLE anticipates
receiving a regulatory decision during H2 2021. Approval for use of
the Parsortix system with MBC patients would open up a market that
ANGLE estimates is worth a potential c.US$4 billion per annum in
the United States alone.
Recent Highlights
Since the Company's previous fundraise, announced 27 October
2020, in a period subject to the underlying pressures created by
COVID-19, not only has there been tangible progress made in the
Company's FDA submission, as detailed above, but also the
successful launch of ANGLE's US and UK laboratories ahead of
schedule in Q1 2021.
There have also been a number of notable results published by
third parties in the testing of the Company's Parsortix system
during late 2020 and early 2021, with a number of new peer-reviewed
publications announced:
-- The University of Texas MD Anderson Cancer Center, published
in the peer reviewed journal PLOS ONE, demonstrating the
performance of ANGLE's Parsortix system in tandem with multiple
downstream molecular characterisation of CTCs. This confirms the
high performance of the Parsortix system to isolate CTCs for
downstream analysis of over 2,500 cancer related genes.
-- Researchers at Western University and Lawson Health Research
Institute, Ontario, Canada, investigated the ability of the
Parsortix system to harvest CTCs using blood from healthy
volunteers spiked with tumour cells from an epithelial breast
cancer cell line and a mesenchymal prostate cancer cell line. The
authors reported that the Parsortix system could harvest
significantly more mesenchymal prostate CTCs than the leading
antibody-based CTC system and comparable numbers of epithelial
breast CTCs.
-- The publication of a five year programme of work undertaken
by the CANCER-ID Consortium to establish the performance and
technical capabilities of five CTC isolation platforms, in which
key advantages of the Parsortix system were identified. The
research has shown that Parsortix performance was robust, with mean
cell capture rates of 71% (EpCAM high cell line) and 67% (EpCAM low
cell line). In comparison, the leading FDA approved antibody-based
CTC system was unable to enrich EpCAM low cells. Parsortix was
comparable to the leading antibody-based system with respect to
time required for sample processing, staining and cell
identification and was considerably faster than some other
systems.
-- The National and Kapodistrian University of Athens (Athens)
published results of a new study undertaken in non-small cell lung
cancer (NSCLC). This study demonstrates the utility of the
Parsortix system for minimally invasive, longitudinal monitoring of
changes in CTC gene expression in NSCLC patients with an EGFR
mutation being treated with the tyrosine kinase inhibitor (TKI),
Osimertinib (AstraZeneca's Tagrisso(R) ). Identifying these changes
could help guide next-line therapy decisions and provide an
important enhancement to monitoring patient response in cancer drug
trials.
-- The University Medical Centre Hamburg-Eppendorf, Germany,
published new research in the peer reviewed journal Cancers, that
demonstrates the ability of the Parsortix system to harvest CTCs
with a mesenchymal phenotype, which can be used to detect the
metastatic biomarker cysteine-rich angiogenetic inducer 61 (Cyr61)
in breast cancer patients.
-- The publication of study results demonstrating the
capabilities of two new assays in clinical samples which were
presented as abstracts at the at American Association for Cancer
Research AACR 2021 conference.
-- A leading cancer research institute, Fondazione IRCCS
Istituto Nazionale dei Tumori, Milan, Italy, published results of
new work undertaken in triple negative breast cancer (TNBC)
patients. Researchers used ANGLE's Parsortix system to isolate CTCs
in patients with recurrent disease and analysed these concurrently
with circulating tumour DNA (ctDNA, fragments of tumor derived DNA)
in the blood. This study demonstrates how analysis of CTCs
harvested by the Parsortix system, as a liquid biopsy, have
significant potential for non-invasive, real-time monitoring of
cancer patients, giving insight into druggable targets for next
line therapy at disease recurrence.
-- The University Hospital Ghent, Belgium published results of
research undertaken in oesophageal cancer. These are the first
published results using the Parsortix system in this cancer type,
with the Parsortix system now having been successfully used in 24
different cancer types with publications by 28 independent cancer
research centres located across 11 countries.
Parsortix has been widely used by leading researchers,
generating new applications for the platform through breakthrough
research. Third party published evidence, like the most recent
studies noted above, is growing rapidly with 45 peer-reviewed
publications and numerous posters published by 28 cancer centres.
ANGLE's product-based solution provides a highly leveraged business
model which is scalable. Products are low cost but high value with
instruments and consumables giving high gross margins. This means
that outsourced manufacturing suppliers are able to scale rapidly
without Company capex.
There are also a wide variety of partnership possibilities for
Parsortix due to the product-based approach with, for example:
-- medtech companies, to expand their revenue opportunities;
-- pharma companies, to enable precision medicines;
-- clinical laboratories and CROs, to provide additional revenue opportunities; and
-- companies developing cancer screening tests, to classify clinically relevant cancer.
Strategy
ANGLE has continued with its sustained focus on its four-pronged
strategy for achieving widespread adoption of its Parsortix system
in the emerging multi-US$ billion liquid biopsy market:
1) Completion of rigorous large-scale clinical studies run by
leading cancer centres, demonstrating the effectiveness of
different applications of the system in cancer patient care
2) Securing regulatory approval of the system with the emphasis
on FDA clearance as the de facto global gold standard. ANGLE is
seeking to be the first company ever to gain FDA clearance for a
system which harvests CTCs from the blood of patients (initially
metastatic breast cancer patients) for subsequent analysis
3) Building a body of published evidence from leading cancer
centres showing the utility of the system through peer-reviewed
publications, scientific data and clinical research evidence,
highlighting a wide range of potential applications
4) Establishing partnerships with large healthcare companies for
market deployment and development of multiple other clinical
applications incorporating the Parsortix system
ANGLE has also made good progress in establishing clinical
laboratories in the United States and the UK in early 2021 that are
providing pharma services and will also have the capability of
offering validated clinical tests once accreditation has been
achieved. These will be used as accelerators and demonstrators in
support of the Company's established plan for product sales of
Parsortix instruments and cassettes and to provide services to
pharmaceutical and biotech customers running drug trials.
In April 2021 the Company announced that it has secured its
first large-scale pharma services contract. The customer, a pharma
company with numerous cancer drugs under development and forecast
revenues exceeding US$1 billion per annum, selected ANGLE's
Parsortix system to undertake longitudinal monitoring of patients
in a Phase III global clinical trial in prostate cancer and two
other smaller Phase I clinical trials. Longitudinal monitoring
relates to assessing a patient's condition at multiple time points
(i.e. before, during and after drug intervention), which cannot be
achieved with tissue biopsy.
The contract is expected to be worth up to US$1.2 million over
18 months. The Phase I studies, if successful, could progress to
larger Phase II studies and, if successful, much larger Phase III
studies.
The key reasons for the Placing are:
ANGLE is seeking to maintain momentum with commercialisation of
the Parsortix system and is progressing key programmes
including:
-- pursuing a major prostate cancer opportunity without delay;
-- an ovarian cancer clinical verification study expected to
report headline results in Q4 2021;
-- to continue to progress the establishing of clinical laboratories in the US and UK;
-- building a high quality senior management team in the US;
-- acceleration of pharma service business with particular
emphasis on the measurement of PD-L1 a protein target for
immunotherapy; and
-- assay development and clinical studies.
Further details of the use of proceeds of the Placing are set
out in paragraph 3 below.
3. Use of Proceeds
Assuming the Placing is subscribed in full, the gross proceeds
of the Placing are expected to be used as follows:
Prostate cancer opportunity GBP7m
Building senior management team in the United States GBP3m
Assay development capability GBP2m
Ongoing operations for breast and ovarian cancers and strengthen balance sheet for pharma GBP8m
services
Total GBP20m
The Placing is intended to build on the Company's leading
position in the liquid biopsy market by providing funding to
progress commercialisation of the Parsortix system.
4. Current Trading
The Company released its results for the 12 month period to 31
December 2020 on 29 April 2021.
Revenues and grant income for the 12 months ended 31 December
2021 were GBP0.84 million (eight months ended 31 December 2019
restated: GBP0.64 million). The gross margin was maintained at over
78 per cent.
The loss for the year increased to GBP11.6 million (eight months
ended 31 December 2019 restated: GBP7.6 million), reflecting
planned investment. 31 December 2020 cash was GBP28.6 million (31
December 2019: GBP18.8 million).
5. The Placing
The Company proposes to raise up to GBP20 million (before
expenses) through the Placing. The Issue Price represents a
discount of approximately 6.83 per cent. to the closing mid-market
price of an Ordinary Share of 124.50 pence on 23 June 2021 (being
the last practicable date prior to the announcement of the
Placing). The Placing is expected to comprise a UK Placing and a US
Placing.
5.1 UK Placing
The UK Placing will involve the issue and allotment, conditional
on Admission, of the UK Placing Shares, at the Issue Price through
finnCap and WG Partners.
The UK Placing Shares will rank pari passu with the Existing
Ordinary Shares. The UK Placing is not being underwritten.
5.2 US Placing Structure
The US Placing will involve the issue and allotment, conditional
on Admission, of the US Placing Shares at the Issue Price through
Beech Hill.
The US Placing Shares will rank pari passu with the Existing
Ordinary Shares. The US Placing is not being underwritten.
5.3 Further details of the Placing
If Admission of the Placing Shares does not occur, then the
Company will not receive the net proceeds in respect of Admission
of the Placing Shares and the Company may not be able to finance
the activities referred to in this Announcement.
The Placing is conditional, inter alia, upon:
i. the Placing Agreement becoming unconditional in all respects
in relation to the Placing (save for Admission) and not having been
terminated; and
ii. Admission becoming effective by not later than 8.00 a.m. on
1 July 2021 or such later date (being not later than 8.00 a.m. on 6
August 2021) as the Company, finnCap, WG Partners and Beech Hill
may agree.
Pursuant to the terms of the Placing Agreement, finnCap and WG
Partners as agents for the Company have agreed to use their
reasonable endeavours to procure placees for the UK Placing Shares
at the Issue Price and Beech Hill, as US broker, has agreed to use
its reasonable endeavours to procure placees for the US Placing
Shares at the Issue Price. The Placing Agreement contains
warranties from the Company in favour of finnCap, WG Partners and
Beech Hill in relation to, inter alia, the accuracy of the
information contained in the documents relating to the Placing and
certain other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify finnCap, WG Partners
and Beech Hill in relation to certain liabilities that they may
incur in respect of the Placing.
finnCap and/or WG Partners and/or Beech Hill may terminate the
Placing Agreement in certain circumstances (including for breach of
warranty at any time prior to Admission, if such breach is
reasonably considered by finnCap and/or WG Partners and/or Beech
Hill to be material in the context of the Placing) and in the event
of a force majeure event or material adverse change occurring at
any time prior to Admission.
Expected Timetable of Principal Events
2021
Announcement of the Placing, Bookbuild commences 24 June
Announcement of the result of the Bookbuild 25 June
via a Regulatory Information Service
Admission and dealings in the Placing Shares 1 July
to commence on AIM
CREST accounts expected to be credited for 1 July
the Placing Shares in uncertificated form
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 document are to London time.
Definitions
"Act" the Companies Act 2006 (as amended from time to
time)
"Admission" the admission to trading on AIM of the Placing
Shares becoming effective in accordance with Rule
6 of the AIM Rules
----------------------------------------------------------
"AIM" the market of that name operated by London Stock
Exchange
----------------------------------------------------------
"AIM Rules" the rules for companies with a class of securities
admitted to AIM and their nominated advisers governing
the admission to and operation of AIM as published
by London Stock Exchange from time to time
----------------------------------------------------------
"AIR" Additional Information Request
----------------------------------------------------------
"Associate" (in relation to a company) means a subsidiary
undertaking or parent undertaking of that company,
and any other subsidiary undertaking of any parent
undertaking of that company
----------------------------------------------------------
"Beech Hill" Beech Hill Securities, Inc., broker to the US
Placing
----------------------------------------------------------
"Bookbuild" or "Bookbuilding" the offering of UK Placing Shares to UK Placees
by way of an accelerated bookbuild by finnCap
and WG Partners as agents for the Company
----------------------------------------------------------
"Business Day" a day not being a Saturday or a Sunday or a bank
or public holiday in England on which clearing
banks are open for business in the City of London
----------------------------------------------------------
"Company" or "ANGLE" ANGLE plc, a company incorporated in England and
Wales under the Companies Act 1985 with registered
number 04985171
----------------------------------------------------------
"CREST" the Relevant System (as defined by the CREST Regulations)
for the paperless settlement of share transfers
and the holding of shares in uncertificated form
in respect of which Euroclear is the Operator
(as defined by the CREST Regulations)
----------------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations 2001
(as amended) (SI 2001/3755)
----------------------------------------------------------
"CRO" contract research organisations
----------------------------------------------------------
"CTC " circulating tumour cell
----------------------------------------------------------
"Directors" or "Board" the directors of the Company, or any duly authorised
committee thereof
----------------------------------------------------------
"Enlarged Issued the Company's issued share capital immediately
Share Capital" after completion of the Placing
----------------------------------------------------------
"EU Prospectus Regulation" Regulation (EU) No 2017/1129
----------------------------------------------------------
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
----------------------------------------------------------
"Existing Ordinary the 215,867,845 existing Ordinary Shares
Shares"
----------------------------------------------------------
"FCA" the Financial Conduct Authority
----------------------------------------------------------
"Financial Promotion the Financial Services and Markets Act 2000 (Financial
Order" Promotion) Order 2005, (as amended)
----------------------------------------------------------
"finnCap" finnCap Ltd, nominated adviser and joint broker
to the UK Placing
----------------------------------------------------------
"finnCap Person" finnCap and any Associate of finnCap, any division
of finnCap, and the current and former directors,
officers, employees and agents of such persons
----------------------------------------------------------
"FSMA" the UK Financial Services and Markets Act 2000,
as may be amended from time to time
----------------------------------------------------------
"Group" the Company, its subsidiaries and its subsidiary
undertakings
----------------------------------------------------------
"Issue Price" the price of 116 pence per New Ordinary Share
----------------------------------------------------------
"Liquid Biopsy" the process of obtaining cancer cells (or cell
free DNA) from a blood sample
----------------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
----------------------------------------------------------
"Long Stop Date" 6 August 2021
----------------------------------------------------------
"MBC" metastatic breast cancer
----------------------------------------------------------
"New Ordinary Shares" the up to 17,241,380 new Ordinary Shares to be
issued and allotted by the Company pursuant to
the Placing assuming the Placing is subscribed
in full
----------------------------------------------------------
"Ordinary Shares" the ordinary shares of 10 pence each in the capital
of the Company
----------------------------------------------------------
"Placees" the UK Placees and the US Placees
----------------------------------------------------------
"Placing" the placing of the UK Placing Shares by finnCap
and WG Partners and the placing of the US Placing
Shares by Beech Hill pursuant to the Placing Agreement
----------------------------------------------------------
"Placing Agreement" the conditional agreement dated 24 June 2021 between
the Company, finnCap, WG Partners and Beech Hill
relating to the Placing
----------------------------------------------------------
"Placing Shares" the UK Placing Shares and the US Placing Shares
----------------------------------------------------------
"PSA" Prostate Specific Antigen
----------------------------------------------------------
"Regulation S" Regulation S under the Securities Act
----------------------------------------------------------
"Securities Act" United States Securities Act of 1933
----------------------------------------------------------
"Shareholders" holders of Ordinary Shares
----------------------------------------------------------
"subsidiaries" and have the meaning set out in section 1162 of the
"subsidiary undertakings" Act
----------------------------------------------------------
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
----------------------------------------------------------
"UK Brokers" finnCap and WG Partners
----------------------------------------------------------
"UK Placees" persons to be procured by finnCap and WG Partners
to subscribe for UK Placing Shares pursuant to
the Placing Agreement
----------------------------------------------------------
"UK Placing" the proposed placing of the UK Placing Shares
by the UK Brokers
----------------------------------------------------------
"UK Placing Shares" the New Ordinary Shares proposed to be issued
by the Company pursuant to the UK Placing
----------------------------------------------------------
"UK Prospectus Regulation the EU Prospectus Regulation as it forms part
" of UK domestic law by virtue of the European Union
(Withdrawal Act) 2018
----------------------------------------------------------
"U.S." the United States of America, each state thereof,
its territories and possessions, and all areas
subject to its jurisdiction
----------------------------------------------------------
"US Placees" persons to be procured by Beech Hill to subscribe
for US Placing Shares pursuant to the Placing
Agreement
----------------------------------------------------------
"US Placing" the proposed placing of the US Placing Shares
by Beech Hill
----------------------------------------------------------
"US Placing Shares" the New Ordinary Shares proposed to be issued
by the Company pursuant to the US Placing
----------------------------------------------------------
"WG Partners" WG Partners LLP, joint broker to the UK Placing
----------------------------------------------------------
"WG Partners Person" WG and any associate of WG, any division of WG,
and the current and former directors, officers,
employees and agents of such persons
----------------------------------------------------------
"GBP" and "p" pounds and pence sterling, respectively, the lawful
currency of the United Kingdom
----------------------------------------------------------
APPIX
TERMS AND CONDITIONS OF THE UK PLACING
For Invited UK Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE TERMS AND
CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY, FINNCAP
AND WG PARTNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
ALL OFFERS OF PLACING SHARES WILL BE MADE PURSUANT TO AN
EXEMPTION UNDER THE REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION") OR THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL ACT) 2018
("UK PROSPECTUS REGULATION"), EACH AS AMED FROM TIME TO TIME, FROM
THE REQUIREMENT TO PRODUCE A PROSPECTUS. NO PROSPECTUS WILL BE MADE
AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED (IN ACCORDANCE WITH
THE EU PROSPECTUS REGULATION AND THE UK PROSPECTUS REGULATION) TO
BE PUBLISHED. PERSONS NEEDING ADVICE SHOULD CONSULT AN INDEPENT
FINANCIAL ADVISER.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA , "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION WHO ARE ALSO (I)
PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATED TO
INVESTMENTS AND WHO ARE INVESTMENT PROFESSIONALS WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) OF THE UNITED KINGDOM
(THE "FINANCIAL PROMOTION ORDER"); (II) PERSONS WHO FALL WITHIN
ARTICLES 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER; AND (III) ANY
OTHER PERSONS TO WHOM THIS INFORMATION MAY OTHERWISE LAWFULLY BE
DIRECTED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 APPIX 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 APPIX DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN 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 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 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 PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
This Announcement or any part of it 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 (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or 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 relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
The Announcement (including this Appendix) will not constitute
an offer or invitation to apply for or an offer or an invitation to
acquire any UK Placing Shares in the United States. Any person who
applies for UK Placing Shares will be deemed to have declared,
warranted and agreed that they are not, and that at the time of the
application they will not be, in the United States, or acting on a
non-discretionary basis for a person located within the United
States.
The Company, finnCap and WG Partners reserve the right to treat
as invalid any application for UK Placing Shares which does not
contain a warranty to the effect that the person applying for UK
Placing Shares does not have a registered address and is not
otherwise located in the United States and is not applying for UK
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of the UK Placing
Shares in the United States or where the Company believes
application for such UK Placing Shares may infringe applicable
legal or regulatory requirements.
By participating in the Bookbuild and the UK Placing, each UK
Placee will be deemed to have read and understood this Announcement
in its entirety to be participating, making an offer and acquiring
UK Placing Shares on the terms and conditions contained herein and
to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the UK
Placing.
In this Appendix:
(a) "you" or "UK Placee" means any person who becomes committed
through the Bookbuild to subscribe for UK Placing Shares; and
(b) terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. References to time in this
Announcement are to London time, unless otherwise stated.
It is expected that the Placing Shares will be allotted,
conditional upon Admission, on 1 July 2021, or, in any case, by
such later time and/or date as the Company, finnCap, WG Partners
and Beech Hill may agree, being not later than 6 August 2021 ("Long
Stop Date").
2. Details of the UK Placing
finnCap and WG Partners (inter alia) have today entered into the
Placing Agreement pursuant to which, subject to the conditions set
out in such agreement, they have agreed to use their reasonable
endeavours to procure subscribers for the UK Placing Shares at the
Issue Price with certain institutional and other investors.
No element of the Placing is underwritten.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive dividends and other distributions
declared or made following Admission.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that the Placing Shares will be allotted, conditional upon
Admission, on 1 July 2021, or, in any case, by such later time
and/or date as the Company, finnCap WG Partners and Beech Hill may
agree, being not later than the Long Stop Date.
3. Bookbuild
Each of finnCap and WG Partners are proceeding with a share
placing bookbuild process for the purpose of assessing demand from
institutional and other investors for subscribing for UK Placing
Shares at the Issue Price and the Company then issuing those shares
under the Placing to raise together with the US Placing up to GBP20
million for the Company before expenses. Each of finnCap and WG
Partners are acting as the Company's agent in respect of the
Bookbuild and the UK Placing.
The Bookbuild is expected to close on or before close of
business on 25 June 2021 (or such earlier or later time as the
Company may elect). The Company will then release an announcement
through the London Stock Exchange's Regulatory Information Service
confirming the number of Placing Shares to be issued and the amount
to be raised under the Placing (comprising the total amount raised
under both the UK Placing and the US Placing). finnCap and WG
Partners will in agreement with the Company determine the basis for
allocating UK Placing Shares to bids submitted to it in the
Bookbuild and may at their discretion (i) accept bids, either in
whole or in part, (ii) accept bids that are received after the
Bookbuild has closed, and/or (iii) scale down all or any bids on
such basis as it considers appropriate. finnCap and WG Partners may
carry out the UK Placing by any alternative method to the Bookbuild
as they choose. Neither finnCap, WG Partners nor any other finnCap
Person or WG Partners Person will have any liability to UK Placees
(subject to applicable law) or to anyone else other than the
Company in respect of the UK Placing or in respect of its conduct
of the Bookbuild or of any alternative method that they may adopt
for carrying out the UK Placing.
The Company, finnCap and WG Partners may, by agreement with each
other, increase the amount to be raised through the UK Placing. The
Company also reserves the right to allow officers of the Company
and/or Group employees to subscribe for some of the UK Placing
Shares at the Issue Price, with finnCap's and WG Partners'
agreement, on substantially the same or similar terms as apply to
those Relevant Persons subscribing for shares under the UK
Placing.
4. Participation and settlement
Participation in the Bookbuild in respect of UK Placing Shares
is only available to persons who are invited to participate in it
by finnCap or WG Partners .
If you are invited to participate in the Bookbuild in respect of
UK Placing Shares and wish to do so, you should communicate your
bid by telephone to your usual broking contact at finnCap. Each bid
should state the number of UK Placing Shares which you wish to
subscribe for at the Issue Price. If your bid is successful, in
whole or in part, your allocation will be confirmed orally or in
writing following the close of the Bookbuild. finnCap's oral or
written confirmation of your allocation will constitute a legally
binding commitment on your part to subscribe for the number of UK
Placing Shares allocated to you at the Issue Price on the terms and
subject to the conditions set out or referred to in this Appendix
and subject to the Company's constitution.
A person who submits a bid for UK Placing Shares in the
Bookbuild will not be able, without finnCap's agreement, to vary or
revoke the bid before the close of the Bookbuild. Such a person
will not be able, after the close of the Bookbuild, to vary or
revoke a submitted bid in any circumstances.
If you are allocated UK Placing Shares in the Bookbuild, you
will be sent a written confirmation stating (i) the number of UK
Placing Shares allocated to you, (ii) the aggregate amount you will
be required to pay for those UK Placing Shares at the Issue Price,
(iii) relevant settlement information, and (iv) settlement
instructions. Settlement instructions will accompany each written
confirmation and, on receipt, should be confirmed back to finnCap
by the date and time stated in it. Settlement of transactions in
the UK Placing Shares will take place within the CREST system,
subject to certain exceptions, on a "delivery versus payment" (or
"DVP") basis. finnCap reserves the right to require settlement for
and/or delivery to any Placee of any Placing Shares to be made by
such other means as it may deem appropriate if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement. If your UK
Placing Shares are to be delivered to a custodian or settlement
agent, you should ensure that the written confirmation is copied
and delivered promptly to the appropriate person within that
organisation.
Each UK Placee's obligations to subscribe and pay for UK Placing
Shares under the UK Placing will be owed to each of the Company and
finnCap. No commissions will be paid to or by UK Placees in respect
of their agreement to subscribe for any UK Placing Shares.
UK Placees' commitments in respect of UK Placing Shares will be
made solely on the basis of the information contained in this
Announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement, finnCap and WG
Partners have agreed to use their reasonable endeavours as the
Company's agent to procure subscribers for UK Placing Shares at the
Issue Price and Beech Hill has agreed to use its reasonable
endeavours as the Company's agent to procure subscribers for US
Placing Shares at the Issue Price.
The Placing is conditional on inter alia (i) finnCap's, WG
Partners' and Beech Hill's obligations under the Placing Agreement
not being terminated in accordance with their terms, (ii) Admission
taking place not later than 8.00 a.m. on 1 July 2021 or such later
date (being not later than the Long Stop Date) as the Company,
finnCap, WG Partners and Beech Hill may agree and (iv) finnCap's,
WG Partners' and Beech Hill's obligations under the Placing
Agreement becoming unconditional in all other respects. finnCap and
WG Partners (acting together with Beech Hill) may extend the time
and/or date for the fulfilment of any of the conditions in the
Placing Agreement to a time no later than 8.00 a.m. on the Long
Stop Date. If any such condition is not fulfilled (and, if capable
of waiver under the Placing Agreement, is not waived by each of
finnCap and WG Partners (acting together with Beech Hill)) by the
relevant time, the Placing will lapse and your rights and
obligations in respect of the Placing will cease and terminate at
such time (save in respect of accrued rights and obligations).
finnCap, WG Partners or Beech Hill may terminate their
obligations under the Placing Agreement prior to Admission in
certain circumstances including, inter alia, following a material
breach of the Placing Agreement by the Company. The exercise of any
right of termination pursuant to the Placing Agreement, any waiver
of any condition in the Placing Agreement and any decision by
finnCap, WG Partners or Beech Hill whether or not to extend the
time for satisfaction of any condition in the Placing Agreement are
within finnCap's, WG Partners' and Beech Hill's absolute discretion
(as is the exercise of any right or power of finnCap, WG Partners
or Beech Hill under the terms of this Appendix). None of finnCap,
WG Partners or Beech Hill will have any liability to you or to
anyone else in respect of any such termination, waiver or extension
or any decision to exercise or not to exercise any such right of
termination, waiver or extension.
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 can be made by any UK Placee in respect
thereof.
6. UK Placees' warranties and undertakings
By communicating a bid to finnCap or WG Partners under the
Bookbuild you will irrevocably acknowledge and confirm and warrant
and undertake to, and agree with, each of the Company, finnCap and
WG Partners in each case as a fundamental term of your application
for Placing Shares, that:
-- you agree to and accept all the terms set out in this Announcement;
-- your rights and obligations in respect of the UK Placing will terminate only in the circumstances referred to in this Announcement and will not be subject to rescission or termination by you in any circumstances;
-- this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
-- you have not been, and will not be, given any warranty or
representation in relation to the UK Placing Shares or to the
Company or to any other member of its Group in connection with the
UK Placing, other than by the Company as included in this
Announcement or to the effect that the Company is not now in breach
of its obligations under the London Stock Exchange's AIM Rules or
under the UK Market Abuse Regulation (Retained (EU) Regulation
596/2014) to disclose publicly in the correct manner all such
information as is then required to be so disclosed by the
Company;
-- you have not relied on any representation or warranty in
reaching your decision to subscribe for UK Placing Shares under the
UK Placing, save as given or made by the Company as referred to in
the previous paragraph;
-- you are not a client of finnCap or WG Partners in relation to
the UK Placing and finnCap and/or WG Partners are not acting for
you in connection with the UK Placing and will not be responsible
to you in respect of the UK Placing for providing protections
afforded to its or their clients;
-- you have not been, and will not be, given any warranty or
representation by any finnCap Person or WG Partners Person in
relation to any UK Placing Shares, the Company or any other member
of its Group and no finnCap Person nor WG Partners Person will have
any liability to you for any information contained in this
Announcement, the content of which is exclusively the
responsibility of the Company, or which has otherwise been
published by the Company or for any decision by you to participate
in the UK Placing based on any such information or on any other
information provided to you;
-- you will pay the full subscription sum at the Issue Price as
and when required in respect of all UK Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with finnCap or
that you put in place with finnCap;
-- you are permitted to subscribe for UK Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations) and have obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such subscription, and you
will provide promptly to finnCap or WG Partners such evidence, if
any, as to the identity or location or legal status of any person
which finnCap or WG Partners may request from you (for the purpose
of its complying with any such laws or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by finnCap or WG
Partners on the basis that any failure by you to do so may result
in the number of UK Placing Shares that are to be allotted and/or
issued to you or at your direction pursuant to the UK Placing being
reduced to such number, or to nil, as finnCap or WG Partners may
decide;
-- you have complied and will comply with all applicable
provisions of FSMA with respect to anything done or to be done by
you in relation to any UK Placing Shares in, from or otherwise
involving the United Kingdom and you have not made or communicated
or caused to be made or communicated, and you will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to UK Placing Shares in contravention of
section 21 of FSMA;
-- you agree that this Announcement has not been approved by
finnCap or WG Partners in either case in its capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
-- you are a Relevant Person or a person to whom this
Announcement may otherwise be lawfully communicated;
-- you are acting as principal only in respect of the UK Placing
or, if you are acting for any other person (i) you are duly
authorised to do so, (ii) you are and will remain liable to the
Company and/or finnCap and WG Partners for the performance of all
your obligations as a UK Placee in respect of the UK Placing
(regardless of the fact that you are acting for another
person);
-- if you are acting as a financial intermediary in respect of
the UK Placing, as that term is used in Article 5(1) of the UK
Prospectus Regulation, that the UK Placing Shares acquired by you
in the UK Placing will not be acquired for on a non--discretionary
basis on behalf of, nor will they be acquired for with a view to
their offer or resale to, persons in a member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
consent of finnCap and WG Partners has been given to the proposed
offer or resale;
-- nothing has been done or will be done by you in relation to
the UK Placing or to any UK Placing Shares that has resulted or
will result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the prospectus regulation rules made by the Financial
Conduct Authority under section 73A of FSMA (as amended from time
to time) or in accordance with any other laws applicable in any
part of the European Union or the European Economic Area;
-- you will not treat any UK Placing Shares in a manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the UK Placing
will contravene any legislation applicable in any territory or
jurisdiction or cause the Company or finnCap or WG Partners to
contravene any such legislation;
-- (i) the Placing Shares have not been and will not be
registered under the Securities Act, or with any securities
regulatory authority of any state or jurisdiction of the United
States and, subject to certain exception, may not be offered or
sold, directly or indirectly, into or within the United States (ii)
you and the person(s), if any, for whose account or benefit you are
subscribing for the UK Placing Shares are located outside the
United States and are subscribing for UK Placing Shares only in an
"offshore transaction" as defined in and in accordance with
Regulation S under the Securities Act; (iii) you are not acquiring
UK Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S; (iv) you are acquiring the UK Placing
Shares for investment purposes and are not acquiring the UK Placing
Shares with a view to, or for offer or sale in connection with, any
distribution thereof (within the meaning of the Securities Act)
that would be in violation of the securities laws of the United
States or any state thereof; (v) you will not distribute this
Announcement or any offering material relating to UK Placing
Shares, directly or indirectly, in or into the United States or to
any persons located in the United States;
-- finnCap and WG Partners may satisfy their obligations to
procure UK Placees by themselves agreeing to become UK Placees in
respect of some or all of the UK Placing Shares or by nominating
any other finnCap Person or WG Partners Person or any person
associated with any finnCap Person or WG Partners Person to do so
or by allowing officers of the Company and/or Group employees to
subscribe for UK Placing Shares under the Placing at the Issue
Price;
-- time is of essence as regards your obligations under this Appendix;
-- this Appendix and any contract which may be entered into
between you and finnCap and WG Partners and/or the Company pursuant
to this Appendix or the UK Placing, and all non-contractual
obligations arising between you and finnCap and WG Partners and/or
the Company in respect of the UK Placing, will be governed by and
construed in accordance with the laws of England, for which purpose
you submit (for yourself and on behalf of any person on whose
behalf you are acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute, or matter arising out of or
relating to this Appendix or such contract, except that each of the
Company and finnCap and WG Partners will have the right to bring
enforcement proceedings in respect of any judgement obtained
against you in the English courts or in the courts of any other
relevant jurisdiction;
-- each right or remedy of the Company or finnCap or WG Partners
provided for in this Appendix is in addition to any other right or
remedy which is available to such person and the exercise of any
such right or remedy in whole or in part will not preclude the
subsequent exercise of any such right or remedy;
-- any document that is to be sent to you in connection with the
UK Placing will be sent at your risk and may be sent to you at any
address provided by you to finnCap or WG Partners;
-- if you have received any confidential price sensitive
information about the Company in advance of the Placing, you have
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
-- you irrevocably appoint any duly authorised officer of
finnCap as your agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on your behalf
necessary to enable you to be registered as the holder of any of
the UK Placing Shares for which you agree to subscribe upon the
terms of this Announcement; and
-- By participating in the UK Placing, each UK Placee (and any
person acting on such UK Placee's behalf) agrees to indemnify and
hold the Company, finnCap, WG Partners and each finnCap Person and
WG Partners Person harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the UK Placee (and any person acting on such
UK Placee's behalf) in this Appendix or incurred by finnCap, WG
Partners, any finnCap Person, WG Partners Person or the Company
arising from the performance of the UK Placee's obligations as set
out in this Announcement, and further agrees that the provisions of
this Appendix shall survive after the completion of the
Placing.
7. Payment default
Your entitlement to receive any UK Placing Shares will be
conditional on finnCap's receipt of payment in full for such shares
by the relevant time to be stated in the written confirmation
referred to above, or by such later time and date as finnCap may
decide, and otherwise in accordance with that confirmation's terms.
finnCap may waive this condition, and will not be liable to you for
any decision to waive it or not.
If you fail to make such payment by the required time for any UK
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such UK Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such UK Placing Shares to the full
extent permitted under its constitution or by law and to the extent
that you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, finnCap may sell (and
each of them is irrevocably authorised by you to do so) all or any
of such shares on your behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
finnCap (i) any amount up to the total amount due to it as, or in
respect of, subscription monies, or as interest on such monies, for
any UK Placing Shares and (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale and (4) you will remain liable to the
Company and to finnCap for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (i) not
receiving payment in full for such UK Placing Shares by the
required time, and/or (ii) the sale of any such UK Placing Shares
to any other person at whatever price and on whatever terms are
actually obtained for such sale by or for it. Interest may be
charged in respect of payments not received by finnCap for value by
the required time referred to above at the rate of two percentage
points above the base rate of National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of this Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Qualified Investors who seek to participate in
the Placing must inform themselves about and observe any such
restrictions. In particular, this document does not constitute or
form part of any offer or invitation, nor a solicitation of any
offer or invitation, to subscribe for or acquire or sell or
purchase or otherwise deal in Ordinary Shares in the United States,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. New
Ordinary Shares have not been and will not be registered under the
Securities Act or under the securities laws of any State of or
other jurisdiction within the United States, and, subject to
certain exceptions, may not be offered or sold, resold or
delivered, directly or indirectly, in or into the United States, or
to, or for the account or benefit of, persons located in the United
States. No public offering of New Ordinary Shares is being or will
be made in the United States.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFIMRTMTTTBAB
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