TIDMAGL
RNS Number : 5792S
Angle PLC
15 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release 15 July 2022
ANGLE plc (the "Company")
Results of Capital Raise
ANGLE plc (AIM:AGL), a world-leading liquid biopsy company, is
pleased to announce the successful completion of the placing of new
ordinary shares of 10 pence each in the capital of the Company (the
"Placing Shares") announced on 14 July 2022 (the " Placing ") and
the concurrent offer made by the Company for retail investors to
subscribe for new ordinary shares of 10 pence each in the capital
of the Company via the PrimaryBid platform (the "Retail Offer") to
raise aggregate gross proceeds of GBP20 million, together with a
subscription for new ordinary shares of 10 pence each in the
capital of the Company (the "Management Subscription Shares") by
certain directors of the Company to raise GBP130,000 (together the
"Capital Raise"), in each case at a price of 80 pence per share
(the " Placing Price ").
A total of 23,814,349 Placing Shares have been placed by Joh.
Berenberg, Gossler & Co. KG (" Berenberg "), Jefferies
International Limited and Jefferies GmbH (together "Jefferies")
acting as Joint Global Co-ordinators, Joint Bookrunners and Joint
Brokers and Beech Hill Securities, Inc. ("Beech Hill") acting as
Joint Bookrunner (Berenberg, Jefferies and Beech Hill together, the
"Joint Bookrunners"), a total of 1,185,651 new ordinary shares (the
"Retail Offer Shares") have been subscribed for in the Retail
Offer, and Andrew Newland, CEO, and Ian Griffiths, CFO, have
subscribed for 125,000 Management Subscription Shares and 37,500
Management Subscription Shares respectively at the Placing
Price.
In aggregate, the Placing Shares, Retail Offer Shares and
Management Subscription Shares (together, the "New Ordinary
Shares") represent approximately 10.7 per cent. of the issued share
capital of the Company, raising gross proceeds of GBP20.13 million
for the Company.
The Placing Price represents a discount of 14.4 per cent. to the
closing price on 14 July 2022 (being the latest practicable time
prior to announcement of the Capital Raise).
Further Details of the Capital Raise
Application has been made for the New Ordinary Shares to be
admitted to trading on AIM. Admission and settlement is expected to
take place at 8.00 a.m. on 19 July 2022. The Placing is conditional
upon, among other things, Admission becoming effective and the
Placing Agreement becoming unconditional and not being terminated
in accordance with its terms prior to Admission. Each of the
Management Subscription and the Retail Offer are conditional upon
the Placing completing.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing ordinary
shares of the Company, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue. The allotment and issue of the New
Ordinary Shares is within the existing authorities and powers of
the ANGLE Board of Directors.
Related Party Transactions
Andrew Newland and Ian Griffiths, both of which are directors
and PDMRs of the Company (and therefore related parties of the
Company for the purpose of the AIM Rules), have subscribed for an
aggregate of 162,500 Management Subscription Shares. The
participation of Andrew Newland and Ian Griffiths in the Capital
Raise constitutes a related party transaction under Rule 13 of the
AIM Rules.
The independent directors of the Company (excluding Andrew
Newland and Ian Griffiths, as related parties) consider, having
consulted with the Company's nominated adviser, Berenberg, that the
participation of Andrew Newland and Ian Griffiths in the Management
Subscription is fair and reasonable insofar as Shareholders are
concerned.
Total voting rights
Following Admission of the New Ordinary Shares, the Company will
have a total of 260,490,548 ordinary shares in issue. With effect
from Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the Company's announcement
published yesterday regarding the Capital Raise unless otherwise
stated.
ANGLE Founder and Chief Executive, Andrew Newland,
commented:
"We are pleased to have received support from both existing
shareholders and new investors for this capital raise despite the
challenging market conditions. The new funds will be used to
capitalise on the momentum gained following the ground-breaking FDA
clearance of our Parsortix liquid biopsy system in May this year.
This was the first ever FDA product clearance to harvest cancer
cells from a patient blood sample for subsequent analysis and
offers the prospect of a new era of personalised cancer care. The
new funding will allow us to accelerate multiple pathways to
commercialisation including clinical use of the system in breast
cancer, our growing pharma services business and the establishment
of new tests in ovarian and prostate cancer."
For further information:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
Andrew Holder, Head of Investor Relations
Berenberg (NOMAD, Joint Global Coordinator, Joint Bookrunner & Joint Broker)
Toby Flaux, Ciaran Walsh, Milo Bonser, Thomas Graham +44 (0) 20 3207 7800
Jefferies (Joint Global Coordinator, Joint Bookrunner & Joint Broker)
Max Jones, Thomas Bective, Michael Gold, Shaam Vora +44 (0) 20 7029 8000
Beech Hill (Joint Bookrunner)
George Billington, Thomas Lawrence
+1 212 350 7200
FTI Consulting
Simon Conway, Ciara Martin +44 (0) 203 727 1000
Matthew Ventimiglia (US) +1 212 850 5624
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation . Upon the publication of this
announcement via a regulatory information service, this information
is considered to be in the public domain.
Notes for editors
About ANGLE plc
ANGLE is a world leading liquid biopsy company with
sample-to-answer solutions. ANGLE's proven patent protected
platforms include a circulating tumor cell (CTC) harvesting
technology known as the Parsortix(R) system and a downstream
analysis system for cost effective, highly multiplexed analysis of
nucleic acids and proteins.
ANGLE's Parsortix(R) system is FDA cleared for its intended use
in metastatic breast cancer and is currently the first and only FDA
cleared medical device to harvest intact circulating cancer cells
from blood.
Intended use
The Parsortix(R) PC1 system is an in vitro diagnostic device
intended to enrich circulating tumor cells (CTCs) from peripheral
blood collected in K(2) EDTA tubes from patients diagnosed with
metastatic breast cancer. The system employs a microfluidic chamber
(a Parsortix cell separation cassette) to capture cells of a
certain size and deformability from the population of cells present
in blood. The cells retained in the cassette are harvested by the
Parsortix PC1 system for use in subsequent downstream assays. The
end user is responsible for the validation of any downstream assay.
The standalone device, as indicated, does not identify, enumerate
or characterize CTCs and cannot be used to make any
diagnostic/prognostic claims for CTCs, including monitoring
indications or as an aid in any disease management and/or treatment
decisions.
The Parsortix system enables a liquid biopsy (a simple blood
test) to be used to provide the circulating metastatic breast
cancer cells to the user in a format suitable for multiple types of
downstream analyses. The system is based on a microfluidic device
that captures cells based on a combination of their size and
compressibility. The system is epitope independent and can capture
all phenotypes of CTCs (epithelial, mesenchymal and EMTing CTCs) as
well as CTC clusters in a viable form (alive). CTCs harvested from
the system enable a complete picture of a cancer to be seen; as
being an intact cell they allow DNA, RNA and protein analysis as
well as cytological and morphological examination and may provide
comparable analysis to a tissue biopsy in metastatic breast cancer.
Because CTC analysis is a non-invasive process, unlike tissue
biopsy, it can be repeated as often as needed. This is important
because cancer develops and changes over time and there is a clear
medical need for up-to-date information on the status of a
patient's tumor. In addition, the live CTCs harvested by the
Parsortix system can be cultured, which offers the potential for
testing tumor response to drugs outside the patient.
The Parsortix technology is the subject of 26 granted patents in
Europe, the United States, China, Australia, Canada, India, Japan
and Mexico with three extensive families of patents are being
progressed worldwide.
In the United States, the Parsortix(R) PC1 system has received a
Class II Classification from FDA for use with metastatic breast
cancer patients. FDA clearance is seen as the global gold standard.
ANGLE's Parsortix system is the first ever FDA cleared system for
harvesting CTCs for subsequent analysis. ANGLE has applied the IVD
CE Mark to the same system for the same intended use in Europe.
ANGLE has also completed two separate 200 subject clinical
studies under a program designed to develop an ovarian cancer
pelvic mass triage test, with the results showing best in class
accuracy (AUC-ROC) of 95.1%. The pelvic mass triage assay has
undergone further refinement and optimisation and a 200 patient
clinical verification study has now completed enrolment.
ANGLE's technology for the multiplex evaluation of proteins and
nucleic acids of all types is called the HyCEAD(TM) platform and is
based on a patented flow through array technology. It provides for
low cost, highly multiplexed, rapid and sensitive capture of
targets from a wide variety of sample types. A proprietary
chemistry approach (the HyCEAD method) allows for the capture and
amplification of over 100 biomarkers simultaneously in a single
reaction. The HyCEAD system is extremely sensitive and is ideal for
measuring gene expression and other markers directly from Parsortix
harvests and was used in the ovarian cancer pelvic mass triage test
to achieve best in class accuracy (AUC-ROC) of 95.1%.
ANGLE's proprietary technologies can be combined to provide
automated, sample-to-answer results in both centralised laboratory
and point-of-use cartridge formats.
ANGLE has established formal collaborations with world-class
cancer centres and major corporates such as Abbott, Philips and
QIAGEN, and works closely with leading CTC translational research
customers. These Key Opinion Leaders (KOLs) are working to identify
applications with medical utility (clear benefit to patients), and
to secure clinical data that demonstrates that utility in patient
studies. The body of evidence as to the benefits of the Parsortix
system is growing rapidly from our own clinical studies in
metastatic breast cancer and ovarian cancer and also from KOLs with
63 peer-reviewed publications and numerous publicly available
posters from 31 independent cancer centres, available on our
website.
ANGLE has established clinical services laboratories in the UK
and the United States to accelerate commercialisation of the
Parsortix system and act as demonstrators to support product
development. The laboratories offer services globally to
pharmaceutical and biotech customers for use of Parsortix in cancer
drug trials and, once the laboratories are accredited and tests
validated, will provide Laboratory Developed Tests (LDTs) for
patient management.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
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, Canada, Australia, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Offer Shares is being made in
any such jurisdiction.
No action has been taken by the Company, Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg"), Jefferies International
Limited ("JIL"), Jefferies GmbH ("JEG", and together with JIL,
"Jefferies") or Beech Hill Securities, Inc. ("Beech Hill" and
together with Berenberg and Jefferies, the "Joint Bookrunners") or
any of their respective affiliates, or any person acting on its or
their behalf that would permit an offer of the Offer Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Offer Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Regulation (EU) No
2017/1129 (as amended) (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 (the "UK Prospectus
Regulation") to be published. Persons needing advice should consult
a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
The Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into 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 the securities laws of any State or any other
jurisdiction of the United States. Accordingly, the Offer Shares
will be offered and sold only (i) outside of the United States in
"offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws; and (ii) in the
case of the Placing Shares only, in the United States to persons
who are "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act) ("QIBs") and who have executed and
delivered to the Company and the Joint Bookrunners a US Investor
Letter substantially in the form provided to it, in each case,
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the
Offer Shares will be made in the United States or elsewhere.
The Capital Raise has not been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission
in the United States or any US regulatory authority, 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.
This Announcement has not been approved by the London Stock
Exchange, nor is it intended that it will be so approved.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed at and is only being
distributed to: (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; (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 having professional experience
in matters relating to investments who fall within the definition
of "investment professional" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order;
or (c) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
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 Offer Shares and the Offer Shares have not been,
nor will they be, registered under or offered in compliance with
the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Offer 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 in which such activities would be unlawful.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its directors, the Joint Bookrunners,
their respective affiliates and any person acting on its or their
behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London
Stock Exchange.
Berenberg is authorised and regulated by the German Federal
Financial Supervisory Authority subject to limited regulation by
the Financial Conduct Authority (the "FCA") in the United Kingdom.
JIL is authorised and regulated in the United Kingdom by the FCA.
JEG is authorised and regulated in Germany by the Bundesanstalt für
Finanzdienstleistungsaufsicht. Beech Hill is authorised and
regulated in the United States by the Financial Industry Regulatory
Authority. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the Placing, the
contents of this Announcement or any other matters described in
this Announcement. No Joint Bookrunner will regard any other person
as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement
and will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Joint Bookrunner or by any of its affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
In connection with the Placing, each Joint Bookrunner and any of
its affiliates may, acting as investors for their own account, take
up a portion of the shares of the Company in the Placing as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares and other securities of the
Company or related investments and may offer or sell such shares,
securities or other investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement to Placing
Shares being issued, offered or placed or otherwise dealt in should
be read as including any issue or offer to, or acquisition, placing
or dealing by, each Joint Bookrunner or any of its affiliates
acting in such capacity. In addition, each Joint Bookrunner or any
of its affiliates may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which any Joint Bookrunner or any of its affiliates
may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. No Joint Bookrunner,
nor any of its affiliates, intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period, and no statement in
this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company for the current or future financial years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
All offers of the Offer Shares will be made pursuant to an
exemption under the UK Prospectus Regulation or the EU Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended, does not
apply.
The Offer Shares to be issued or sold pursuant to the Capital
Raise will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content 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 has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such 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 the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the 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, the Joint Bookrunners 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 Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; 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 the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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