THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES
OR THE DISTRICT
OF COLUMBIA (COLLECTIVELY THE "UNITED STATES"),
AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA (THE "EEA"), OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PEEL HUNT LLP WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
530083). THIS IS A FINANCIAL PROMOTION AND IS NOT INTENDED TO BE
INVESTMENT ADVICE.
28 February 2024
Avacta Group
plc
("Avacta" or the
"Company")
Proposed REX Retail
Offer
Avacta Group plc (AIM: AVCT), a life sciences company developing innovative,
targeted oncology drugs and diagnostics, today announces its intention to raise funds by means of a
proposed retail offer via the Retail Capital Markets 'REX' portal
(the "REX Offer") of
ordinary shares ("Ordinary
Shares") of 10 pence each in the capital of the Company (the
"REX Offer Shares"). The
aggregate gross proceeds of the REX Offer shall not exceed £6.8
million.
In addition to the REX Offer, the
Company is also conducting:
· a
non-pre-emptive firm placing of new Ordinary Shares (the
"Firm Placing") and a
direct subscription by directors (the "Direct Subscription") of up to
27,520,485 new Ordinary Shares; and
· a
conditional placing of new Ordinary Shares (the "Conditional Placing" and, together with
the Firm Placing, the "Placing"). The Conditional Placing and
the REX Offer are conditional upon (amongst other things)
shareholder approval at a general meeting of the Company expected
to take place on 18 March 2024 (the "General Meeting") as detailed in the
Company's separate announcement made earlier today.
The price of the REX Offer Shares is
50 pence per REX Offer Share (the "Offer Price"), which is the same issue
price as for the Firm Placing, the Conditional Placing and the
Direct Subscription. The Offer Price represents a 34.0 per cent.
discount to the middle-market closing price of the Ordinary Shares
on 27 February 2024 (being the last business day prior to the
announcement of the Placing, the Direct Subscription and the REX
Offer).
For the avoidance of doubt, the REX
Offer is not part of the Placing or the Direct
Subscription.
The REX Offer is conditional upon,
among other things:
1. completion of the Firm
Placing, the Direct Subscription and the Conditional
Placing;
2. approval by the
Company's shareholders of a resolution to grant the directors of
the Company the requisite authority and power to allot the
Conditional Placing Shares and the REX Offer Shares, which is to be
proposed at a general meeting of the Company expected to be
convened on 18 March 2024;
3. the REX Offer Shares
being admitted to trading on AIM, the market of that name operated
by London Stock Exchange plc ("Admission"). Admission is expected to
take place at or around 8.00 a.m. on 19 March 2024.
REX Offer
The Company values its retail
shareholder base and believes that it is appropriate to provide
retail investors in the United Kingdom the opportunity to
participate in the current fundraising.
Therefore, the Company is making the
REX Offer open to eligible investors in the United Kingdom
following release of this announcement through certain financial
intermediaries.
Investors should contact their
broker or wealth manager to participate in the REX
Offer.
The REX Offer is expected to close
at or around 11:00 a.m. on 4 March 2024. Eligible investors should
note that financial intermediaries may have earlier closing
times.
At the time of this announcement the
following intermediaries have confirmed their participation in the
REX Offer:
· AJ
Bell
· Hargreaves Lansdown
· interactive investor
Retail brokers wishing to
participate in the REX Offer on behalf of retail investors, should
contact info@rexretail.com.
To be eligible to participate in the
REX Offer, applicants must be a customer of a participating
intermediary, which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.
There is a minimum subscription of
£50 per investor. The terms and conditions on which investors
subscribe will be provided by the relevant financial
intermediaries, including relevant commission or fee
charges.
The Company reserves the right in
its absolute and sole discretion to: (i) scale back any order under
the REX Offer; and (ii) reject any application for subscription
under the REX Offer without giving any reason for such
rejection.
Allocations under the REX Offer are
expected to be in keeping with the principle of soft pre-emption,
subject to the Company's discretion
It is vital to note that once an
application for REX Offer Shares has been made and accepted via an
intermediary, it cannot be withdrawn.
The REX Offer Shares, when issued,
will be credited as fully paid and will rank pari passu in all respects with the
Company's then existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such shares after the date of issue.
It is a term of the REX Offer that
the aggregate total value of the REX Offer Shares allotted and
issued pursuant to the REX Offer does not exceed £6.8
million.
The REX Offer is being made in the
United Kingdom under the exemption from the requirement to publish
a prospectus in section 86(1)(e) of FSMA. As such, there is no need
for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The REX
Offer is not being made into any jurisdiction other than the United
Kingdom.
No offering document, prospectus or
admission document has been or will be prepared or submitted to be
approved by the Financial Conduct Authority (or any other
authority) in relation to the REX Offer, and investors' commitments
will be made solely on the basis of the information contained in
this announcement and information that has been published by or on
behalf of the Company prior to the publication of this announcement
by notification to a Regulatory Information Service in accordance
with the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules, the Market Abuse Regulation (EU Regulation No.
596/2014) ("MAR") and MAR
as assimilated into United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It
should be noted that a subscription for REX Offer Shares and
investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the REX Offer Shares
if they are in any doubt.
An investment in the Company will
place capital at risk. The value of your investment in the Company
and any income from it is not guaranteed and can fall as well as
rise due to stock market and currency movements. When you sell your
investment, you may get back less than the amount originally
invested.
Neither past performance nor any
forecasts should be considered a reliable indicator of future
results.
For Further Information
Avacta Group plc
Alastair Smith, Chief Executive
Officer
Tony Gardiner, Chief Financial
Officer
Michael Vinegrad,
Group Communications Director
|
T: +44 (0) 1904 21 7070
www.Avacta.com
|
ICR Consilium (Media and
IR)
Mary-Jane Elliott / Jessica Hodgson
/ Sukaina Virji
|
avacta@consilium-comms.com
|
REX
Retail
Info@rexretail.com
|
|
Further information on the Company
can be found on its website at www.avacta.com/investors
The Company's LEI is
2138009U3EG31OPMGH36
This announcement should be read in its entirety. In
particular, the information in the "Important Notices" section of
this announcement should be read and understood.
Important Notices
The content of this announcement has
been prepared by and is the sole responsibility of the
Company.
THIS ANNOUNCEMENT 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, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE
REPLUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
No action has been taken by the
Company or any person acting on its behalf or any of its or their
affiliates that would permit an offer of the REX Offer Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such REX Offer Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about, and to observe, such
restrictions.
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. The REX Offer Shares have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities
Act") or under the applicable state securities laws of the
United States and may not be offered or sold directly or indirectly
in or into the United States, except pursuant to an applicable
exemption from registration. No public offering of the REX Offer
Shares is being made in the United States. The REX Offer Shares are
being offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S"). In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
The REX Offer has not been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any United
States regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing,
Direct Subscription or REX Offer, or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
This announcement or any part of it
does not constitute an offer to sell or issue or a solicitation of
an offer to buy or subscribe for REX Offer Shares in the United
States, Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the
REX Offer Shares referred to herein is being made in any such
jurisdiction.
The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
REX is a proprietary technology
platform owned and operated by Peel Hunt LLP (registered address at
7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN 530083). Peel
Hunt LLP ("Peel Hunt") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
REX Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the REX Offer, Admission
and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the
income from them is not guaranteed and can fall as well as rise due
to stock market and currency movements. When you sell your
investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a
reliable indicator of future results. Returns may increase or
decrease as a result of currency fluctuations.
Certain statements in this
announcement are forward-looking statements which are based on the
Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters
that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.
These forward-looking statements
speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and Peel Hunt
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.
The information in this announcement
is for background purposes only and does not purport to be full or
complete. Neither Peel Hunt nor any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Any indication in this announcement
of the price at which the Ordinary Share have been bought or sold
in the past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
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.
The REX Offer Shares to be issued or sold pursuant to the REX Offer
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.