TIDMBIOM
RNS Number : 9409Z
Biome Technologies PLC
24 September 2020
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
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CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
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24 September 2020
Biome Technologies plc
("Biome", "the Company" or "the Group")
Proposed Fundraise of GBP1.1 million
Notice of General Meeting
Biome Technologies plc, a leading bioplastics and radio
frequency technology business, is pleased to announce that it has
conditionally raised GBP1.1 million before expenses (the
"Fundraise") by way of a placing of and subscription for 916,667
new ordinary shares in the Company ("New Ordinary Shares") at a
price of 120 pence per share (the "Issue Price").
Highlights
-- Biome proposes to raise gross proceeds of GBP1.1 million via
the Fundraise to accelerate Biome Bioplastics' growth and
development
-- Net proceeds of the Fundraise are expected to be used for:
-- Growth capital needed to support revenue growth with existing
customers and new bioplastics projects that are scaling up and are
expected to drive a significant increase in revenues over the next
18 months, and the associated working capital requirements
-- Maintaining an increased investment in sales activities,
development and logistics spending to support and further
accelerate the growth of the Bioplastics business
-- Undertaking the Financing now will enable the Company to
capture and support the momentum of the Bioplastics division
-- Market drivers in favour of bioplastics include the continued
focus by leading brands as well as the public on environmental
issues caused by non-biodegradable oil-based plastics and the need
for alternatives
-- Pipeline of projects underway with a range of mid-sized and
multi-national businesses expected to drive growth in the coming
years from existing customers as well as new customers and new
products
-- Key customers are based in the US - with the Group's
internationally outsourced manufacturing, the business is not
anticipating major disruption during withdrawal from the European
Union
The Fundraise comprises a placing of 875,000 new ordinary shares
(the "Placing") and a subscription for 41,667 new ordinary shares
(the "Subscription"). Of the New Ordinary Shares, 256,997 will be
issued pursuant to the Company's existing share authorities (the
"First Placing Shares"). The issue of 618,003 New Ordinary Shares
(the "Second Placing Shares") pursuant to the Placing and the issue
of 41,667 New Ordinary Shares pursuant to the Subscription (the
"Subscription Shares") are conditional on, inter alia, the approval
of Shareholders at a general meeting of the Company to be held on
12 October 2020, further details of which are set out below.
Paul Mines, Chief Executive Officer of Biome, commented:
"Biome Bioplastics had a tremendous first half, notwithstanding
the need to overcome issues arising from the pandemic and
associated lockdowns. This Fundraising will enable the business to
expand its customer and product base, accelerating its growth
further for the benefit of shareholders.
"
Total Voting Rights
Application has been made to the London Stock Exchange for the
First Placing Shares to be admitted to trading on AIM ("First
Admission"). It is expected that First Admission will become
effective and that dealings in the First Placing Shares on AIM will
commence on or around 1 October 2020. On First Admission, the
Company will have 3,055,522 ordinary shares of 5p each in issue,
each with one voting right. There are no shares held in treasury.
Therefore, the Company's total number of ordinary shares and voting
rights will be 3,055,522 and this figure may be used by
Shareholders from First Admission 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 FCA's Disclosure Guidance and Transparency
Rules.
Application will be made to the London Stock Exchange for the
Second Placing Shares to be admitted to trading on AIM ("Second
Admission"). It is expected that Second Admission will become
effective and that dealings in the Second Placing Shares on AIM
will commence on or around 14 October 2020. On Second Admission,
the Company will have 3,673,525 ordinary shares of 5p each in
issue, each with one voting right. There are no shares held in
treasury. Therefore, the Company's total number of ordinary shares
and voting rights will be 3,673,525 and this figure may be used by
Shareholders from Second Admission 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 FCA's Disclosure Guidance and Transparency
Rules.
Application will be made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM ("Third
Admission"). It is expected that Third Admission will become
effective and that dealings in the Subscription Shares on AIM will
commence on or around 11 December 2020. On Third Admission, the
Company will have 3,715,192 ordinary shares of 5p each in issue,
each with one voting right. There are no shares held in treasury.
Therefore, the Company's total number of ordinary shares and voting
rights will be 3,715,192 and this figure may be used by
Shareholders from Third Admission 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 FCA's Disclosure Guidance and Transparency
Rules.
Certain of the Directors and Persons Discharging Managerial
Responsibilities have participated in the Fundraise, pursuant to
the Placing. John Standen, Non-Executive Chairman, and his wife
Kathleen Standen have subscribed for 12,500 New Ordinary Shares in
aggregate, which represents an amount of GBP15,000 at the Issue
Price. Paul Mines, Chief Executive Officer, has subscribed for
12,500 New Ordinary Shares, which represents an amount of GBP15,000
at the Issue Price. Sally Morley, the Managing Director of Biome
Bioplastics, has subscribed for 4,167 New Ordinary Shares, which
represents an amount of GBP5,000.40 at the Issue Price. The FCA
notifications, made in accordance with the requirements of the EU
Market Abuse Regulation, are appended below.
A Circular containing the Notice of General Meeting will be
posted to Shareholders later today and will be made available
shortly on the Company's website at www.biometechnologiesplc.com
.
The above summary should be read in conjunction with the full
text of this announcement and the Circular, extracts from which are
set out below. All capitalised terms used throughout this
announcement shall have the meanings given to such terms in the
Definitions section of this announcement and as defined in the
Circular.
Extracts from the Circular
(The information below has been extracted from the Circular
without amendment. Therefore, references to pages or paragraphs
below refer to the relevant pages or paragraphs of the
Circular.)
Proposed Placing and Subscription
Notice of General Meeting
1. Introduction
The Company announced today that it proposes to raise GBP1.1
million (before expenses) by way of the Fundraise, comprising a
Placing of a total of 875,000 Placing Shares in two tranches as to
(i) 256,997 First Placing Shares; and (ii) 618,003 Second Placing
Shares, and the Subscription for 41,667 Subscription Shares, all at
the Issue Price of 120 pence per New Ordinary Share.
The allotment of the Second Placing Shares is conditional, inter
alia, upon First Admission having occurred and the Company
obtaining approval of Shareholders of the Resolutions to be
proposed at the General Meeting, to provide sufficient authority to
enable allotment of the Second Placing Shares, disapply statutory
pre-emption rights which would otherwise apply to the allotment of
the Second Placing Shares and to renew the allotment authority and
disapply statutory pre-emption rights which were previously
approved at the Company's annual general meeting. The Subscription
is conditional on First Admission, the passing of the Resolutions
at the General Meeting, Second Admission and the admission of the
Subscription Shares to trading on AIM.
It is intended that the net proceeds of the Fundraise will be
used to fund the growth and development of the Group's Biome
Bioplastics division. The purpose of this letter is to explain to
Shareholders the background to and reasons for the Fundraise and to
seek their approval of the Resolutions.
The Company is seeking the approval of Shareholders to the
Resolutions which are to be put to the General Meeting of the
Company to be held at Starpol Technology Centre, North Road,
Marchwood, Southampton, Hampshire SO40 4BL at 2.30 p.m. on 12
October 2020. The Notice of General Meeting is set out at the end
of this Circular.
All shareholders are encouraged to vote by proxy in accordance
with the instructions set out in the Notice of General Meeting. It
is particularly important that shareholders vote by proxy as they
will be unable to attend in person. All shareholders are encouraged
to appoint the Chairman of the meeting as their proxy rather than a
named person, as they will not be permitted to attend the physical
meeting. The Form of Proxy must be received by our Registrar as
soon as possible and by no later than 2.30 p.m. on 10 October 2020.
Shareholders' attention is drawn to paragraph 7 of Part I of this
document in respect of the COVID-19 pandemic.
2. Background to and reasons for the Fundraise
Biome is a growth-oriented, commercially-driven technology group
that comprises two divisions, Biome Bioplastics and Stanelco RF
Technologies. Biome Bioplastics is a leading developer of
highly-functional, bio-based and biodegradable plastics. Biome
Bioplastics' mission is to produce bioplastics that challenge the
dominance of oil-based polymers. Stanelco RF Technologies designs,
builds and services advanced radio frequency (RF) systems, with a
particular focus on the fibre-optics market.
Under the glare of environmental concerns, brands are changing
the plastics that they use, and revenues from Biome Bioplastics are
accelerating, particularly in the US market.
Biome Bioplastics is building its short and longer-term product
line and its customer base and the Board believes that its outlook
for 2021 and beyond shows excellent potential with an increased
diversity of customers. There is now an opportunity for significant
further growth of the Biome Bioplastics business via the deployment
of additional resources.
The Company therefore proposes to raise gross proceeds of GBP1.1
million via the Fundraise to secure the exciting bioplastics growth
opportunity.
The bioplastics market and opportunity
Over the last year, the 'plastics problem' has remained in the
global spotlight, and the enormity of the issues associated with
oil-based plastic waste continues to garner attention. It has
become evident that recycling alone is not the solution, and
although multi-faceted, the crux of the issue often lies with the
molecular structure of the materials themselves.
Bio-based and biodegradable/compostable plastics are being seen
as an important part of the solution to the oil-based persistent
plastics problem, with bio-based materials made from renewable
biomass being replacements for fossil-oil based materials. Studies
show that bio-based materials can play a role in reducing carbon
emissions from the manufacture and the lifecycle of plastic
products.
Compostable plastics also have a role to play, particularly in
food packaging, in terms of both collection of food waste and thus
diverting food waste away from landfill and in providing a suitable
end-of-life for such materials via composting (organic recycling).
The UK Government is in the process of mandating universal food
waste collection by 2023, indicating that there is a developing
pathway to disposal of compostable plastics.
The global market for bioplastics is predicted to grow by around
a 20 per cent compound annual growth rate over the next five years
([1]) , and the Bio-based and Biodegradable Industries Association
(BBIA) has reported that the UK market for bioplastics has doubled
since 2017. Although there are a number of factors that prevent
ubiquitous immediate adoption of bioplastics, the Board has
identified a variety of fast-growing, non-commodity niches in which
Biome Bioplastics can prosper.
The Biome Bioplastics Business
Biome Bioplastics develops and manufactures bioplastic
compounds, using bio-based/biodegradable polymers, natural
materials and other additives. Biome Bioplastics deploys a low
capital expenditure manufacturing model, using contracted
manufacturing facilities in Europe/the US to make its finished
products at scale. This allows for a rapid scale-up in the
production of new materials close to their point of use.
Biome Bioplastics has a strong focus on the US market where
brand interest, volumes of scale and supportive industrial
composting infrastructure are already in place. Biome Bioplastics
currently has a pipeline of approximately 20 key development
projects underway with a customer group that ranges from mid-size
to multi-national companies.
Biome Bioplastics has gained significant pace to its growth in
the last two years, as brands have increasingly selected its
compostable bio-based materials. This momentum has continued to
grow in 2020, despite the current COVID-19 crisis, with H1 2020
showing 71 per cent. revenue growth relative to the comparable
period in 2019.
A number of projects launched in 2019 and 2020 have contributed
significantly to Biome Bioplastics' growth, which are described
below:
-- a contract for a new material for a coffee pod used in the US
coffee market that is heat stable. Revenues started in Q3 2019 as
anticipated and are now consistently ahead of the Board's earlier
expectations.
-- a new material for a single serve nutrition pod being
manufactured in Switzerland and launched in the US market. Revenues
started in Q2 2019 and were expected to step-up in FY 2020.
However, the closure of gyms resulting from the COVID-19 pandemic
has stopped progress in the last six months. The Board understands
that the end customer is refocusing to online sales.
-- a contract for a new material for disposable cutlery for a
customer in the US market. Revenues began to accelerate in late
2019, were paused during the US COVID-19 restaurant shutdowns of
spring 2020 and are now gaining traction again. This material has
broader market applicability.
-- existing materials manufactured in Germany are being deployed
in a number of plastic film products for a US customer. Revenues
commenced in Q2 2019 and these materials have made consistent
progress with a broader set of customers.
In addition, the Board has a clear growth trajectory for Biome
Bioplastics in 2021 that rests, in the most part, on substantial
extensions of positions with existing customers. Key projects for
2021 and beyond include:
-- Continued growth from existing customers with existing
products, especially flexible film in both industrial and
particularly home compostable formats, for the North American
market.
-- Filtration mesh: the Company envisages growth with a second
end-customer with a material that has been proven with an existing
customer over the last three years. Implementation of this project
is underway.
-- Coffee pod material: the Company launched a project for a
heat stable material for coffee pods within the US at the end of
2019. Commercial sales of this product are gaining momentum.
-- Packaging film: the Company is working on seven new customer
projects that focus on the conversion of flexible packaging to
compostable formats. Six of these projects are for the North
American Market.
Biome Bioplastics continues its extensive Research and
Development on the production of its novel bio-based and
biodegradable hetero-aromatic polyesters, in order to further
differentiate its product range. Over the last seven years, Biome
Bioplastics has coordinated over GBP6 million of research and
development funding in conjunction with leading universities, in
pursuit of bringing novel bio-based polyesters to market. In August
2020, Biome Bioplastics was awarded GBP253,000 from the UK
Government's Innovate UK organisation, to support a collaborative
project with the University of Nottingham to scale-up its novel
materials over the next 18 months. The Board believes that Biome
Bioplastics' development pipeline represents an opportunity to
further differentiate the Group's product offering in the
medium-term, based on proprietary technology.
The Stanelco RF Technologies market and opportunity
Stanelco RF Technologies is a specialist Original Equipment
Manufacturer (OEM) engineering business that develops radio
frequency (RF) welding, heating and furnace technology-based
equipment, which uses the heating effect of electromagnetic waves
to heat and weld materials. The business operates in a variety of
international markets, with India and China as markets of scale.
The business has an international market-leading position in the
furnace market for fibre-optic cable production. These furnaces are
an important part of the fifth generation of cellular mobile data
technology (5G) rollout and the demand for the infrastructure
underpinning the global data capacity of the internet.
Stanelco RF Technologies saw a significant expansion in the
capacity of its customers during increased fibre-optic rollout in
2018 and 2019. This was followed by a softening in demand as Fibre
to the Premises (FTTP) and 5G roll-outs have been delayed as a
result of overcapacity compounded by geopolitical events. In
addition, COVID-19 has affected demand, as telecommunication
companies have slowed their fibre-optic deployment. Whilst COVID-19
is expected to enhance fibre-optic infrastructure requirements in
the longer-term, there is currently limited visibility on the
timing of such investment.
The Group continues to make a concerted effort to increase
Stanelco RF Technologies' geographic footprint and range of
applications and Stanelco RF Technologies already benefits from
recurring revenue from power generation, medical and general
industrial markets, primarily in the UK.
The Board recognises that further diversified revenues will take
time to develop and are unlikely to be of the scale enjoyed in the
fibre-optic furnace market, and as such, considers that Stanelco RF
Technologies' revenues will be modest in the foreseeable future.
The Group's current approach is to keep Stanelco RF Technologies'
costs and cashflows tightly controlled during this time of limited
demand.
3. Current trading and prospects
On 24 September 2020, the Company announced its unaudited
interim financial results for the period ended 30 June 2020. Group
revenues for the interim period were GBP2.5 million (H1 2019:
GBP3.4 million). The Biome Bioplastics division continued its
strong growth trajectory despite the impact of COVID-19, delivering
an increase in revenues of 71% on the comparable period, and has
now become the principal revenue generator for the Group. Revenues
in the Stanelco RF Technologies division sharply reduced by 82% due
to weak market demand and the impact of COVID-19. Vigorous cost
cutting measures reduced administrative expenses in the interim
period to GBP1.7 million (H1 2019: GBP2.2 million). The Group
recorded a loss before interest, depreciation, amortisation and
share option charges for the six months to 30 June 2020 of GBP0.5
million (H1 2019: GBP0.2 million loss).
In 2018 the Board adopted ambitious Key Performance Indicators
(KPIs) for the Group's 2018 - 2020 objective cycle, which will now
be adjusted and extended to the end of 2023 reflecting the
continued progress of the Biome Bioplastics division, the headwinds
facing the Stanelco RF technologies division and the impact of the
COVID-19 virus to date . Further details of the Board's adjusted
KPIs can be found in the Company's unaudited interim financial
results announcement for the period ended 30 June 2020.
Biome Bioplastics
Revenues in the Biome Bioplastics division continued to grow
during the first half of 2020, reaching GBP2.1 million for the
period (H1 2019: GBP1.2 million). Revenue in the second quarter of
2020 was GBP1.2 million and represented a new record for the Biome
Bioplastics division, despite the disruption caused by the
pandemic. Despite the lockdown and supply chain constraints in both
Europe and the US, the Biome Bioplastics division's workflows
proved resilient and production output met customer requirements
throughout the first half.
The Biome Bioplastics division's orderbook remains strong with a
range of products with a more predictable and improving growth
profile, particularly in the US market. An encouraging list of
prospects for 2021 has enabled the Board to form its expectations
of continued vigorous growth in this division for 2021.
Stanelco RF Technologies
Revenues for the first half of 2020 in the Stanelco RF
technologies division were GBP0.4 million (H1 2019: GBP2.2
million). The expectation is that, in time, the fibre optic market
will benefit from the pandemic through the enhanced pace of global
digitisation required to meet the demands of, for example,
increased home working and the 5G roll-out. However, in the short
term, demand is likely to remain weak. The Stanelco RF technologies
division also provides induction heating and welding equipment to
various end markets in the UK and continental Europe. Activity in
these markets in the second quarter of 2020 was very weak, with
many facilities closed and customers deferring the purchase of
capital goods. The Stanelco RF technologies division has
accordingly reduced costs and cash outflows where possible as well
as reviewing possible alternative markets for its technologies.
The Board is pleased that in the last few weeks, the enquiry
level has increased and there have been some small contract wins,
albeit overall demand levels remain subdued.
Looking further forward, the Board believes that the Stanelco RF
technologies division's prospects for 2021 will remain influenced
by continued overcapacity in the fibre optic cable market and
COVID-19 related uncertainties around demand and capital
expenditure in the industrial markets that the division serves.
4. Reasons for the Fundraise and use of proceeds
Revenues from Biome Bioplastics are already growing at pace and
the Board believes that its outlook for 2021 and beyond shows
excellent potential with an increased diversity of customers.
To maintain and build on this growth, the expected use of the
net proceeds of the Fundraise is set out below:
Item Timing Approximate
deployment
A. Growth capital needed to support FY 2021 GBP0.4 million
revenue growth with existing customers
and new bioplastics projects that
are scaling up and will drive
a significant increase in revenues
over the next 18 months, and the
associated working capital requirements.
-------------------- ---------------
B. Maintaining an increased investment FY 2020 and FY 2021 GBP0.6 million
in sales activities, development
and logistics spending to support
and further accelerate the growth
of the Biome Bioplastics business.
-------------------- ---------------
Total GBP1 million*
-------------------- ---------------
* Net of the estimated costs associated with the Fundraise.
5. Details of the Fundraise and Admission
The Fundraise will result in the issue of a total of 916,667 New
Ordinary Shares, representing, in aggregate, approximately 24.67
per cent. of the issued share capital of the Company as enlarged by
the issue of the New Ordinary Shares.
Applications will be made to London Stock Exchange for the New
Ordinary Shares to be admitted to trading on AIM and First
Admission is expected to occur on 1 October 2020 in respect of the
First Placing Shares and, subject to approval of the Resolutions,
Second Admission is expected to occur on 14 October 2020 in respect
of the Second Placing Shares. Admission of the Subscription Shares
to trading on AIM is expected to occur on 11 December 2020, subject
to, inter alia, First Admission, the passing of the Resolutions at
the General Meeting and Second Admission.
The New Ordinary Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares and
therefore will rank equally for all dividends or other
distributions declared, made or paid after the admission of the New
Ordinary Shares to trading on AIM.
Allenby Capital has entered into the Placing Agreement with the
Company under which Allenby Capital has, on the terms and subject
to the conditions set out therein (including Admission), undertaken
to use its reasonable endeavours to procure subscribers for a total
of 875,000 Placing Shares at the Issue Price. The Placing Agreement
contains certain warranties and indemnities from the Company in
favour of Allenby Capital. The Placing is not being underwritten by
Allenby Capital or any other person.
The Placing is conditional, inter alia , upon First Admission in
respect of the First Placing Shares and, First Admission having
occurred, upon the passing of the Resolutions and Second Admission
in respect of the Second Placing Shares and the Placing Agreement
not being terminated prior to First Admission or Second
Admission.
The First Placing is not conditional on the Second Placing.
Therefore, should the Resolutions not be passed the Second Placing
will not proceed, which will have an impact on the ability of the
Group to pursue its growth strategy.
Neither the First Placing nor the Second Placing are conditional
on the Subscription. The Subscription is conditional on First
Admission, the passing of the Resolutions, and Second Admission and
the admission of the Subscription Shares to trading on AIM.
6. Significant shareholder and management participations
Details of the subscriptions by certain of the Directors in the
Placing at the Issue Price and their resultant shareholdings
immediately following the admission of the New Ordinary Shares to
trading on AIM, are as follows:
Name Second Placing Value of the Ordinary Shares Percentage of
Shares being subscriptions held following Enlarged Share
subscribed at the Issue completion of Capital
Price the Fundraise
Paul Mines 12,500 GBP15,000 44,025 1.18%
John Standen* 12,500 GBP15,000 70,836 1.91%
* John Standen's participation in the Placing includes 6,250
Second Placing Shares subscribed for by his wife, Mrs K M
Standen.
Sally Morley, the Managing Director of Biome Bioplastics, who is
a person discharging managerial responsibilities, has subscribed in
the Placing at the Issue Price and her resultant shareholding on
Second Admission is as follows:
Name Second Placing Value of the Ordinary Shares Percentage of
Shares being subscriptions held following Enlarged Share
subscribed at the Issue completion of Capital
Price the Fundraise
Sally Morley 4,167 GBP5,000.40 4,521 0.12%
Assuming completion of the Fundraise, the Company is aware of
the following persons that will be interested in three per cent. or
more of the Enlarged Share Capital:
Name Ordinary Shares Ordinary Shares Percentage of Enlarged
currently held following Share Capital
held completion of
the Fundraise
Mr V Pereira* 600,689 667,356 17.96%
Mr JM Rushton-Turner 364,717 406,384 10.94%
*Mr V Pereira's holding includes 82,416 Ordinary Shares held by
his wife, Mrs G Pereira.
7. General Meeting
A notice convening a General Meeting of the Company, to be held
at Starpol Technology Centre, North Road, Marchwood, Southampton,
Hampshire SO40 4BL at 2.30 p.m. on 12 October 2020 is set out at
the end of this Circular. At the General Meeting, the following
Resolutions will be proposed:
1. Resolution numbered 1 is proposed as an ordinary resolution
to grant authority to the Directors to allot Ordinary Shares up to
an aggregate nominal amount of GBP32,983.50. This resolution will
give the Directors sufficient authority to allot the Second Placing
Shares and the Subscription Shares; and
2. Resolution numbered 2 is proposed as a special resolution to
dis-apply statutory pre-emption rights in respect of the allotment
of up to 659,670 new Ordinary Shares for cash. This number
represents 618,003 Second Placing Shares and the 41,667
Subscription Shares.
3. Resolution numbered 3 is proposed as an ordinary resolution
to grant authority to the Directors to allot Ordinary Shares up to
an aggregate nominal amount of GBP61,919.87, representing
approximately one third of the nominal value of the issued ordinary
share capital of the Company as enlarged by the Fundraise, renewing
and replacing the authority granted at the Company's annual general
meeting. There are no treasury shares in issue in the Company as at
the date of this letter. The Directors do not have any present
intention of exercising the authorities conferred by this
resolution but they consider it desirable that the specified amount
of authorised but unissued share capital is available for issue so
that they can more readily take advantage of possible
opportunities. Unless revoked, varied or extended, this authority
will expire at the conclusion of the next annual general meeting of
the Company or the date falling 18 months from the passing of the
resolution, whichever is the earlier.
4. Resolution numbered 4 is proposed as a special resolution to
dis-apply statutory pre-emption rights in respect of the allotment
of new Ordinary Shares for cash, up to a maximum nominal amount of
GBP18,575.96. This amount represents approximately ten per cent of
the nominal value of the issued ordinary share capital of the
Company as enlarged by the Fundraise, renewing and replacing the
authority granted at the Company's annual general meeting. Unless
revoked, varied or extended, this authority will expire at the
conclusion of the next annual general meeting of the Company or 18
months after the passing of the resolution, whichever is the
earlier.
Resolutions 1 and 3 will be proposed as ordinary resolutions and
Resolutions 2 and 4 as special resolutions.
At the time of writing, the UK has in force governmental
measures restricting physical public gatherings. In view of these
measures and the overriding health and safety concerns, we are
currently planning that the General Meeting (convened pursuant to
the notice at the end of this circular) will be held as a closed
meeting and convened with the minimum quorum of two shareholders
present.
As a result, we regret that shareholders will not be permitted
to attend the meeting in person and, in the interests of safety,
anyone seeking to attend in person will be refused entry.
We will continue to monitor developments closely and if
circumstances change such that physical attendance is possible, we
will communicate such change through public announcement and
publication on our website.
8. Action to be taken by Shareholders
The General Meeting will consist of the formal business set out
in the Notice of General Meeting, and no trading update or other
presentation will be given. Voting on the Resolutions will take
place by way of a poll.
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting. Shareholders are strongly
encouraged to complete, sign and return the Form of Proxy in
accordance with the instructions printed on it to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62
8HD as soon as possible and, in any event, so as to arrive no later
than 2.30 p.m. on 10 October 2020 .
All shareholders are encouraged to vote by proxy in accordance
with the instructions set out in the Notice of General Meeting. It
is particularly important that shareholders vote by proxy as they
will be unable to attend in person. All shareholders are encouraged
to appoint the Chairman of the meeting as their proxy rather than a
named person, as they will not be permitted to attend the physical
meeting.
Instructions for voting by proxy through CREST are set out in
paragraphs 9 to 11 of the notes to the notice of General
Meeting.
In the case of non-registered Shareholders who receive these
materials through their broker or other intermediary, the
Shareholder should complete and send a letter of direction in
accordance with the instructions provided by their broker or other
intermediary.
In order for the Second Placing and the Subscription to proceed,
Shareholders will need to approve certain of the Resolutions set
out in the Notice of General Meeting. If Resolutions 1 and 2 are
not passed at the General Meeting, the Second Placing and the
Subscription will not proceed which will have an impact on the
ability of the Group to pursue its growth strategy. Accordingly, it
is important that Shareholders vote in favour of the
Resolutions.
9. Irrevocable Undertakings
The Company has received irrevocable undertakings from certain
of its Shareholders to vote in favour of the resolutions to effect
the Fundraise at the General Meeting in respect of a total of
667,817 Ordinary Shares, being 23.86 per cent. of the Existing
Ordinary Shares, and 21.86 per cent. of the Company's issued share
capital immediately following First Admission.
10. Directors' Recommendation
The Board of Biome considers the Fundraise to be in the best
interests of the Company and its shareholders as a whole and
therefore the Directors unanimously recommend that shareholders
vote in favour of the Resolutions as they intend to do in respect
of their own shareholdings (and the shareholdings of their
connected parties) of, in aggregate, 93,932 Ordinary Shares
(representing approximately 3.36 per cent. of the Company's
existing issued share capital).
FUNDRAISE STATISTICS
Issue Price 120 pence
Number of Existing Ordinary Shares 2,798,525
Total number of New Ordinary Shares 916,667
Number of First Placing Shares 256,997
Number of Second Placing Shares 618,003
Number of Subscription Shares 41,667
Enlarged Share Capital following the Fundraise 3,715,192
Percentage of the Enlarged Share Capital comprised 24.67 per cent.
by the New Ordinary Shares
Estimated gross proceeds of the Fundraise GBP1.1 million
Estimated expenses of Fundraise GBP0.1 million
Estimated net proceeds of the Fundraise GBP1 million
ISIN GB00B9Z1M820
SEDOL B9Z1M82
LEI 213800B9QI14B1
2TAO51
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" together, or separately, the First Admission and/or
the Second Admission and/or the admission of the Subscription
Shares to trading
on AIM, as the context requires;
"AIM Rules" the AIM Rules for Companies, as published and
amended from time to time by the London Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's
nominated adviser and broker pursuant to the AIM Rules;
"Articles" the existing articles of association of the Company
as at the date of this Circular;
"Biome Bioplastics" Biome Bioplastics Limited, a wholly owned
subsidiary of the Company which operates in the field of bio-based
and
biodegradable plastics;
"Business Day" any day (other than a Saturday or Sunday) upon
which commercial banks are open for business in London, UK;
"Circular" this document;
"Company" or "Biome" Biome Technologies plc;
"CREST" the relevant system for the paperless settlement of
trades and the holding of uncertificated securities operated by
Euroclear
UK and Ireland in accordance with the CREST Regulations;
"CREST member" a person who has been admitted by Euroclear UK
and Ireland as a system-member (as defined in the CREST
Regulations);
"Directors" or "Board" the directors of the Company;
"Enlarged Share Capital" the issued ordinary share capital of
the Company immediately following the admission to trading on AIM
of the New Ordinary
Shares;
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Ordinary Shares" the existing Ordinary Shares as at the date of this Circular;
"FCA" the Financial Conduct Authority of the United Kingdom;
"First Admission" the admission to trading on AIM of the First
Placing Shares at the Issue Price, in accordance with the terms of
the Placing
and the AIM Rules;
"First Placing" the placing of the First Placing Shares at the
Issue Price, in accordance with the terms of the Placing;
"First Placing Shares" the 256,997 new Ordinary Shares which
have been conditionally placed with investors pursuant to the First
Placing;
"Form of Proxy" the form of proxy for use by Shareholders in
connection with the General Meeting;
"Fundraise" together, the Placing and the Subscription;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"FY" financial year;
"General Meeting" or "GM" the general meeting of Shareholders to
be held at Starpol Technology Centre, North Road, Marchwood,
Southampton,
Hampshire SO40 4BL at 2.30 p.m. on 12 October 2020 ;
"Group" the Company and its subsidiaries ;
"ISIN" International Securities Identification Number;
"Issue Price" 120 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Member Account ID" the identification code or number attached
to any member account in CREST;
"Notice of General Meeting" the notice of General Meeting set
out at the end of this Circular;
"New Ordinary Shares" together the First Placing Shares, the
Second Placing Shares and the Subscription Shares;
"Ordinary Shares" the ordinary shares of 5p each in the capital
of the Company;
"Placing" together, or separately, the proposed First Placing
and/or the Second Placing, as the context requires and as
described
in this Circular;
"Placing Agreement" the conditional agreement dated 24 September
2020 between the Company and Allenby Capital relating to the
Placing;
"Placing Shares" the 875,000 new Ordinary Shares which have been
conditionally placed by Allenby Capital with institutional and
other investors pursuant to the First Placing and the Second
Placing;
"Registrars" Neville Registrars Limited;
"Resolutions" the resolutions set out in the Notice of General
Meeting to be proposed at the General Meeting;
"Restricted Jurisdiction" each and any of the United States of
America, Australia, Canada, Japan, New Zealand, Russia, the
Republic of Ireland and the Republic of South Africa and any other
jurisdiction where extension or availability of the Fundraise would
breach any applicable law or regulations;
"Second Admission" the admission to trading on AIM of the Second
Placing Shares at the Issue Price, in accordance with the terms of
the
Placing and the AIM Rules;
"Second Placing" the placing of the Second Placing Shares at the
Issue Price, in accordance with the terms of the Placing;
"Second Placing Shares" the 618,003 new Ordinary Shares which
have been conditionally placed with investors pursuant to the
Second Placing;
"Shareholder(s)" holder(s) of Existing Ordinary Shares;
"Stanelco RF" Stanelco RF Technologies Limited , a wholly-owned
subsidiary of the Company which is an equipment manufacturer in
the specialised field of radio-frequency heating;
"sterling", "pounds sterling", the lawful currency of the United
Kingdom; "GBP", "pence" or "p"
"Subscription" the conditional subscription for the Subscription
Shares at the Issue Price pursuant to the Subscription Letter;
"Subscription Letter" the conditional subscription letter
between the Company and the participant in the Subscription;
"Subscription Shares" the 41,667 new Ordinary Shares which have
been subscribed for pursuant to the Subscription;
"US Person" a US person as defined in Regulation S promulgated
under the US Securities Act; and
"US Securities Act" the United States Securities Act of 1933 (as
amended).
For further information please contact:
Biome Technologies plc
Paul Mines, Chief Executive Officer
Donna Simpson-Strange, Company Secretary
info@biometechnologiesplc.co.uk
Tel: +44 (0) 2380 867 100
www.biometechnologiesplc.com
Allenby Capital
David Hart/Alex Brearley (Nominated Adviser)
Kelly Gardiner (Broker)
Tel: +44 (0) 20 3328 5656
www.allenbycapital.com
About Biome
Biome Technologies plc is an AIM quoted, growth-orientated,
commercially driven technology group. Our strategy is founded on
building market-leading positions based on patented technology and
serving international customers in valuable market sectors. We have
chosen to do this by developing products in application areas where
the value-added pricing can be justified and are not reliant on
government legislation. These products are driven by customer
requirements and are compatible with existing manufacturing
processes. They are market rather than technology-led.
The Group comprises two divisions, Biome Bioplastics Limited and
Stanelco RF Technologies Limited.
Biome Bioplastics is a leading developer of highly-functional,
bio-based and biodegradable plastics. The company's mission is to
produce bioplastics that challenge the dominance of oil-based
polymers.
Stanelco RF Technologies designs, builds and services advanced
radio frequency (RF) systems. Dielectric and induction heating
products are at the core of a product offering that ranges from
portable sealing devices to large furnaces for the fibre optics
markets.
www.biometechnologiesplc.com
www.biomebioplastics.com and www.thinkbioplastic.com
www.stanelcorftechnologies.com
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
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary 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, investors should note
that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; New Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the New Ordinary 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 Fundraise. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, only investors who have met the
criteria of professional clients and eligible counterparties have
been procured. 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
the New Ordinary Shares.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John Standen
------------------------------- ------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------
a) Position/status Director - Non-Executive Chairman
------------------------------- ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name Biome Technologies plc
------------------------------- ------------------------------------
b) LEI 213800B9QI14B12TAO51
------------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------
a) Description of the Ordinary shares of 5p in Biome
Financial instrument, Technologies plc. Identification
type of instrument code (ISIN) for Biome Technologies
plc ordinary shares: GB00B9Z1M820
Identification code
------------------------------- ------------------------------------
b) Nature of the transaction Participation in placing of new
ordinary shares
------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
120
p 6,250
----------
------------------------------- ------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- ------------------------------------
e) Date of the transaction 24 September 2020
------------------------------- ------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Kathleen Standen
------------------------------- ------------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------------
a) Position/status PCA of John Standen, PDMR - Non-Executive
Chairman
------------------------------- ------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Biome Technologies plc
------------------------------- ------------------------------------------
b) LEI 213800B9QI14B12TAO51
------------------------------- ------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------
a) Description of the Ordinary shares of 5p in Biome
Financial instrument, Technologies plc. Identification
type of instrument code (ISIN) for Biome Technologies
plc ordinary shares: GB00B9Z1M820
Identification code
------------------------------- ------------------------------------------
b) Nature of the transaction Participation in placing of new
ordinary shares
------------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
120 p 6,250
----------
------------------------------- ------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- ------------------------------------------
e) Date of the transaction 24 September 2020
------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
-----------------------------------------------------------------------------
a) Name Paul Mines
------------------------------- --------------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------
a) Position/status Director - Chief Executive Officer
------------------------------- --------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Biome Technologies plc
------------------------------- --------------------------------------------
b) LEI 213800B9QI14B12TAO51
------------------------------- --------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of 5p in Biome Technologies
Financial instrument, plc. Identification code (ISIN) for
type of instrument Biome Technologies plc ordinary shares:
GB00B9Z1M820
Identification code
------------------------------- --------------------------------------------
b) Nature of the transaction Participation in placing of new ordinary
shares
------------------------------- --------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
120
p 12,500
----------
------------------------------- --------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- --------------------------------------------
e) Date of the transaction 24 September 2020
------------------------------- --------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- --------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
-----------------------------------------------------------------------------
a) Name Sally Morley
------------------------------- --------------------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------
a) Position/status PDMR - Managing Director of Biome
Bioplastics Limited
------------------------------- --------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Biome Technologies plc
------------------------------- --------------------------------------------
b) LEI 213800B9QI14B12TAO51
------------------------------- --------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of 5p in Biome Technologies
Financial instrument, plc. Identification code (ISIN) for
type of instrument Biome Technologies plc ordinary shares:
GB00B9Z1M820
Identification code
------------------------------- --------------------------------------------
b) Nature of the transaction Participation in placing of new ordinary
shares
------------------------------- --------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
120
p 4,167
----------
------------------------------- --------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- --------------------------------------------
e) Date of the transaction 24 September 2020
------------------------------- --------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- --------------------------------------------
[1] Source: Hasso von Pogrell , MD European Bioplastics,
BIOPLASTICS MARKET GROWTH, TRS, AND FORECAST (2019-2024), Mordor
Intelligence.
This information is provided by RNS, the news service of the
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END
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