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 IS FOR INFORMATION 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 AVACTA GROUP PLC.
5 March 2024
Avacta Group
plc
("Avacta" or the
"Company")
Result of REX Retail
Offer
Further to the announcement on 29
February 2024, in which the results of the Firm Placing,
Conditional Placing and the Direct Subscription were confirmed,
Avacta is pleased to announce that it will, subject to
shareholder approval at the General Meeting to be
convened at 11.00 a.m. on 18 March 2024,
issue 10,896,948 Ordinary Shares at a price of 50
pence per Ordinary Share in connection with the REX
Offer.
The REX Offer was limited to an
aggregate value of £6.8 million and received total applications in
excess of this amount. Avacta has determined only to allocate REX
Offer Shares to existing Avacta retail shareholders and therefore a
total of approximately £5.4 million (equating to 10,896,948 REX
Offer Shares) is expected to be raised pursuant to the REX Retail
Offer.
Consequently, 27,520,485
Ordinary Shares have been issued in connection
with the Firm Placing and Direct Subscription and,
conditional on shareholder approval at the General
Meeting to be convened at 11.00 a.m. on 18
March 2024, 34,776,072 Ordinary Shares will be issued in connection with the REX
Offer and the Conditional Placing, resulting in a total of
62,296,557 new Ordinary Shares being issued in the Firm Placing,
Conditional Placing, Direct Subscription and REX Offer, raising
total gross proceeds of circa. £31.1
million. Application will be made for the
REX Offer Shares to be admitted to trading on
AIM.
The Conditional Placing and the REX
Offer are conditional on, amongst other things, the passing of a resolution to grant the directors of the
Company the requisite authority and power to allot the Conditional
Placing Shares and REX Offer Shares by the requisite majority of
shareholders at a general meeting of the Company being convened
on 18 March 2024
and Second Admission. Admission of
the Firm Placing Shares and the Direct Subscription
Shares, which raised a total of £13.8 Million, took
place at 8.00 a.m. on 4 March 2024. Admission
of the REX Offer Shares and the Conditional Placing
Shares to raise a further £5.4 Million and £11.9 Million
respectively is expected to take place at 8.00 a.m.
on 19 March 2024, subject to the result of the
general meeting.
Following Admission of the Firm
Placing Shares, Direct Subscription Shares, Conditional Placing
Shares and REX Offer Shares, the number of Ordinary Shares that the
Company has in issue will be 350,512,279 (assuming no other Shares are issued before Second
Admission). The total number of voting
rights of the Company will be 350,512,279 and 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.
Capitalised terms used but not
defined in this announcement have the same meanings as set out in
the placing announcement of the Company released at
4:41 p.m. on
28 February 2024.
Alastair Smith, Avacta Group plc Chief Executive,
commented:
"As we set out in the RNS
announcement on 29 February 2024, the recent placing aimed to raise
approximately £20 million to support the continued clinical
development of AVA6000, the first of Avacta's
pre|CISIONTM peptide drug conjugates capable of
targeting a chemotherapy to the tumor to spare healthy
tissue.
"Without additional funds in excess
of £20m, the Company would not have been able to progress any of
its pre-clinical pipeline, which we believe will drive significant
future shareholder value well beyond AVA6000.
"Despite the difficult circumstances
surrounding the placing we therefore believe it is in the Company's
and shareholders' best interests to raise sufficient funds to both
progress AVA6000 and the broader pipeline. However, we have limited
the allocation under this REX Retail offer to existing shareholders
only in order to minimise further dilution at this
price.
"This
financing has brought several new high-quality institutions onto
the share register including a large European healthcare specialist
fund and, subject to the outcome of the general meeting, it
provides Avacta with funding to both advance AVA6000 through the
clinic as well as developing exciting pre-clinical assets which we
look forward to detailing later this year."
Avacta Group plc
Alastair Smith, Chief Executive
Officer
Tony Gardiner, Chief Financial
Officer
Michael Vinegrad,
Group Communications Director
|
T: +44 (0) 1904 217070
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
respective 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 was made or 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.