NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF
THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO
WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
THE
COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
PHYSIOMICS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS
AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS
FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF PHYSIOMICS PLC.
3 July 2024
Physiomics plc
("Physiomics" or the "Company")
WRAP Retail Offer for up to
£25,000
Physiomics plc (AIM:PYC) is pleased to announce
a retail offer via the Winterflood Retail Access Platform
("WRAP") to raise up to a
maximum of £25,000 (the "WRAP
Retail Offer") via the issue of up to 4,166,667 new ordinary
shares of £0.004 each in the capital of the Company ("Ordinary Shares") (the "WRAP Retail Offer Shares") at a price
of £0.006 per share.
In addition to the WRAP Retail Offer, the
Company has also today announced a placing of, in aggregate,
63,569,573 new Ordinary Shares (the "Placing Shares") to raise gross
proceeds of approximately £381,417 (before expenses) at a price of
£0.006 per Placing Share (the "Placing Price") (the "Placing"). The Placing Price represents
a discount of approximately 50 per cent. to the mid-market closing
price of an ordinary share on 2 July 2024 (being the latest
practicable date prior to this announcement). The issue price of
the WRAP Retail Offer Shares is equal to the Placing
Price.
A separate announcement has been made regarding
the Placing and its terms and sets out the reasons for the Placing
and use of proceeds. The proceeds of the WRAP Retail Offer
will be utilised in the same way as the proceeds of the
Placing.
For the avoidance of doubt, the WRAP Retail
Offer is not part of the Placing. Completion of the WRAP Retail
Offer is conditional, inter
alia, upon the completion of the Placing but completion of
the Placing is not conditional on the completion of the WRAP Retail
Offer.
The WRAP Retail Offer is conditional on the
WRAP Retail Offer Shares being admitted to trading on AIM
("Admission"). It is
anticipated that Admission will become effective and that dealings
in the WRAP Retail Offer Shares will commence on the AIM market of
the London Stock Exchange, at 8:00 a.m. on or around 9 July
2024.
WRAP Retail
Offer
The Company values its retail shareholder base
and believes that it is appropriate to provide its existing retail
shareholders in the United Kingdom the opportunity to participate
in its fundraising on the same terms as participants in the
Placing.
Accordingly, the Company is making the WRAP
Retail Offer open to eligible investors in the United Kingdom,
being existing shareholders of Physiomics, following release of
this announcement and through certain financial
intermediaries.
Existing shareholders can contact their broker
or wealth manager to participate in the WRAP Retail
Offer.
The WRAP Retail Offer is expected to close at
4:30 p.m. on 4 July 2024.
Eligible shareholders should note that financial intermediaries may
have earlier closing times.
Retail brokers wishing to participate in the
WRAP Retail Offer on behalf of existing retail shareholders, should
contact WRAP@winterflood.com.
To be eligible to participate in the WRAP
Retail Offer, applicants must be a customer of a participating
intermediary and, as at the date hereof or will be, prior to
placing an order for WRAP Retail Offer Shares, shareholders in the
Company 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 £250 per
investor under the WRAP Retail Offer. 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 to scale back
any order under the WRAP Retail Offer at its discretion. The
Company reserves the right to reject any application for
subscription under the WRAP Retail Offer without giving any reason
for such rejection.
It is vital to note that once an application
for WRAP Retail Offer Shares has been made and accepted via an
intermediary, it cannot be withdrawn.
The Placing Shares and WRAP Retail Offer Shares
will, when issued, be credited as fully paid and will rank
pari passu in all respects
with existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after
their date of issue.
It is a term of the WRAP Retail Offer that the
total value of the WRAP Retail Offer Shares available for
subscription at the Placing Price does not exceed
£25,000.
The WRAP Retail Offer is offered in the United
Kingdom under the exemption from the requirement to publish a
prospectus under section 86(1)(e) of the Financial Services and
Markets Act 2000 (as amended) ("FSMA"). As such, there is no need for
publication of a prospectus pursuant to the Prospectus Regulation
Rules of the Financial Conduct Authority (the "FCA"), or for approval of the same by
the FCA. The WRAP Retail 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 FCA (or any other authority) in relation to the WRAP Retail
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
date of this announcement by notification to a Regulatory
Information Service in accordance with the FCA's Disclosure
Guidance and Transparency Rules, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom 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 WRAP
Retail 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
WRAP Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital
at risk. The value of investments, and any income, can go down as
well as up, so investors could get back less than the amount
invested.
Neither past performance nor any forecasts
should be considered a reliable indicator of future
results.
Enquiries:
Physiomics
plc
Dr Peter Sargent, CEO
+44 (0)1235 841575
Hybridan LLP
(Broker)
Claire Louise Noyce
+44 (0) 203 764 2341
Strand Hanson
Limited (NOMAD)
James Dance & James Bellman
+44 (0)20 7409 3494
Winterflood
Retail Access Platform
Sophia Bechev & Joe Winkley
+44 (0)20 3100 0286
Notes to
Editor
About Physiomics
Physiomics plc combines cutting edge
PKPD and QSP modelling and data science techniques, along with deep
biology expertise, to help biotech and pharma companies streamline
their drug development journeys.
Our approach is to derive insight
from all relevant data in order to de-risk decision making and
optimise design research across discovery, pre-clinical and
clinical studies.
Through use of bespoke models and
our proprietary Virtual Tumour technology, the Physiomics team has
informed the development of over 100 commercial projects, over 50
targets and 75 drugs. Clients include Merck KGaA, Astellas, Bicycle
Therapeutics, Numab Therapeutics & CRUK.
Important
Notices
The content of this announcement, has been
prepared by and is the sole responsibility of the
Company.
This announcement and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such
jurisdiction.
The WRAP Retail 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. No public offering of the WRAP Retail
Offer Shares is being made in the United States. The WRAP Retail
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") to non-US persons (within the meaning of Regulation S).
In addition, the Company has not been, and will not be, registered
under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for WRAP Retail Offer Shares in the United States, Australia,
Canada, New Zealand, 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
securities referred to herein is being made in any such
jurisdiction.
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This announcement is not an offer of securities for
sale into the United States. The securities referred to
herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made
in the United States.
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.
WRAP is a proprietary technology platform owned
and operated by Winterflood Securities Ltd (registered address at
Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455).
Winterflood Securities Ltd ("Winterflood") is authorised and
regulated in the United Kingdom by the FCA and 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 WRAP Retail 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 WRAP Retail 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 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 Winterflood 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 FCA, 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. None of Winterflood or 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. Winterflood 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 shares 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 WRAP
Retail Offer Shares to be issued or sold pursuant to the WRAP
Retail Offer will not be admitted to trading on any stock exchange
other than AIM.
It is further noted that the WRAP Retail Offer
is only open to investors in the United Kingdom who fall within
Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, (which includes an
existing member of the Company).
Strand Hanson Limited ("Strand Hanson") which is authorised and
regulated by the FCA in the United Kingdom, is acting Nominated
Adviser to the Company in connection with the Placing and WRAP
Retail Offer. Strand Hanson has not authorised the contents of, or
any part of, this announcement, and no liability whatsoever is
accepted by Strand Hanson for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information. The responsibilities of Strand Hanson as the
Company's Nominated Adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to London
Stock Exchange plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this announcement, or
otherwise.
Hybridan LLP ("Hybridan") is authorised and regulated
by the FCA in the United Kingdom. Hybridan is acting solely as
broker and bookrunner exclusively for the Company and no one else
in connection with the Placing and the contents of this
announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
Placing or the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Hybridan by FSMA or the regulatory regime established thereunder,
Hybridan accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the Placing or
the contents of this announcement including its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any
other person, in connection with the Company and the contents of
this announcement, whether as to the past or the future. Hybridan
accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this
announcement or any such statement.
