TIDMODX
RNS Number : 3664B
Omega Diagnostics Group PLC
11 February 2022
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
OMEGA DIAGNOSTICS GROUP PLC
("Omega" or the "Company" or the "Group")
Fundraising to raise gross proceeds of up to GBP7.0 million
Funds to drive growth in profitable Health & Nutrition
business,
and to provide the necessary finance to relocate CD4 production
to new Ely site
Notice of General Meeting
Omega (AIM: ODX), the specialist medical diagnostics company
focused on industry-leading Health & Nutrition and Global
Health (CD4 and COVID-19) products, announces that it has raised
gross proceeds of GBP5.0 million via a Placing and Subscription of
100,000,000 new ordinary shares of 4 pence each ("New Ordinary
Shares") to new institutional investors and a number of wealth
managers at an issue price of 5 pence per New Ordinary Share (the
"Issue Price").
Furthermore, the Company also proposes to raise up to an
additional GBP2.0 million by the issue of up to 40,596,089 New
Ordinary Shares pursuant to an Open Offer to Qualifying
Shareholders at the Issue Price ("Open Offer", together with the
Placing and Subscription, the "Fundraising"). The Issue Price
represents a discount of approximately 31 per cent to the closing
mid-market price of 7.25 pence on 10 February 2022, being the
latest practicable date prior to this announcement.
The net proceeds of the Fundraising, amounting to between GBP4.6
million and GBP6.6 million, depending on the take up of the Open
Offer, will be used to drive growth in the profitable and growing
Health and Nutrition Business, whilst also providing the necessary
finance to relocate CD4 production to the Company's new,
purpose-built manufacturing facility in Ely, Cambridgeshire, as
well as supporting a transition to a sub-contract model for
COVID-19 test manufacture.
Summary:
-- Placing of 98,700,000 New Ordinary Shares ("Placing Shares"),
at the Issue Price to raise gross proceeds of approximately GBP5.0
million.
-- The Placing Shares have been conditionally placed by finnCap
Ltd with new institutional and other investors (the "Placees").
-- Direct Subscription of 1,300,000 New Ordinary Shares at the
Issue Price to raise gross proceeds of GBP65,000 ("Subscription
Shares").
-- Open Offer of up to 40,596,089 New Ordinary Shares ("Open
Offer Shares") for Qualifying Shareholders on the basis of 2 New
Ordinary Shares for every 9 Existing Ordinary Shares held (with
excess application facility) to raise up to GBP2.0 million.
-- The New Ordinary Shares issued under the Fundraising will
represent approximately 77 per cent of the Company's existing
issued share capital (assuming full take-up of the Open Offer).
-- Subject to passing of the Resolutions and the General
Meeting, and the Business Purchase Agreement relating to the sale
of the Alva site to Orient Gene having become unconditional in all
respects, application will be made to the London Stock Exchange for
the Placing Shares, Subscription Shares and Open Offer Shares to be
admitted to trading on AIM on 8 March 2022.
-- Further details of the Placing, Subscription and Open Offer are set out below.
A Circular to Shareholders in respect of the Fundraising is
expected to be posted on 11 February 2022 giving notice of the
General Meeting to be held on 7 March 2022 at 11 a.m. at the
offices of Shepherd & Wedderburn, 1 Exchange Crescent,
Conference Square, Edinburgh, EH3 8UL. A copy of the Circular will
be available on the Company's website:
http://www.omegadiagnostics.com/Investor-Relations/Corporate-Information
Jag Grewal, CEO of Omega, commented:
"Having already announced the first stage of our planned
strategy to improve sales performance across the Group and to
reduce losses, the transfer of our Alva site to Orient Gene and
this fundraise delivers the additional capital for Omega to drive
growth in our Health & Nutrition division. At the conclusion of
our planned strategic review of CD4, the funding provides us with
the potential opportunity to relocate our CD4 production to our new
Ely site and improve operational efficiencies.
"I would like to put on record my thanks to new and existing
shareholders for their support and we look forward to updating the
market with regards our new strategy in the months ahead."
Contacts:
Omega Diagnostics Group PLC www.omegadx.com
Jag Grewal, Chief Executive Officer via Walbrook PR
Chris Lea, Chief Financial Officer
finnCap Ltd Tel: 020 7220 0500
Geoff Nash/Edward Whiley/George Dollemore (Corporate
Finance)
Alice Lane/ Charlotte Sutcliffe
(ECM)
Walbrook PR Limited Tel: 020 7933 8780 or omega@walbrookpr.com
Paul McManus Mob: 07980 541 893
Lianne Applegarth Mob: 07584 391 303
Sam Allen Mob: 07502 558 258
About Omega Diagnostics Group PLC
Omega manufactures and distributes high quality in-vitro
diagnostic products for use in hospitals, clinics, laboratories and
healthcare practitioners in over 75 countries and specialise in the
areas of health and nutrition and global health.
www.omegadx.com
Placing of 98,700,000 New Ordinary Shares,
Subscription of 1,300,000 New Ordinary Shares
and Open Offer of up to 40,596,089 New Ordinary Shares at 5
pence per share
and
Notice of General Meeting
1. Introduction
The Company announced today the Placing of 98,700,000 new
Ordinary Shares and Subscription of 1,300,000 new Ordinary Shares
at 5 pence per share to raise GBP5.0 million (before expenses) and
an associated Open Offer to raise up to GBP2.0 million. The net
proceeds of the Fundraising, amounting to between GBP4.6 million
and GBP6.6 million, depending on the take up of the Open Offer,
will be used to drive growth in the profitable and growing Health
and Nutrition Business, whilst also providing the necessary finance
to relocate CD4 production to the Company's new, purpose-built
manufacturing facility in Ely Cambridgeshire. In addition, the
proceeds of the Fundraise will support a transition to a
sub-contract model for COVID-19 antigen test manufacture, whilst
additional funds are being utilised to strengthen the Company's
balance sheet and for general working capital purposes.
The Placing, the Subscription and the Open Offer are conditional
on, inter alia, the passing of the Resolutions at the General
Meeting, the Business Purchase Agreement relating to the sale of
the Alva site to Orient Gene having become unconditional in all
respects and Admission taking place. It is expected that, subject
to passing the Resolutions, the Placing Shares, the Subscription
Shares and the Open Offer Shares will be admitted to trading on AIM
on 8 March 2022.
The Issue Price represents a discount of approximately 31 per
cent to the closing mid-market price of 7.25 pence on 10 February
2022, being the last practicable date prior to the announcement of
the Fundraise. The purpose of this announcement is to explain the
background to and reasons for the Fundraising, to explain why the
Board considers the Fundraising to be in the best interests of the
Company and its Shareholders, and why the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting, as they intend to do in respect of the
760,746 Ordinary Shares held, directly or indirectly, by them
representing approximately 0.42 per cent. of the total voting
rights of the Company.
2. Background to and Reasons for the Fundraising
As detailed in the interim results on 25 November 2021, the
performance in the six months to 30 September 2021 reflects early
signs of positive momentum for the Health and Nutrition and CD4
businesses that the Company believe are now well-positioned for
growth. After a strong Q4 last year the Company is seeing its
Health and Nutrition Division return to pre-pandemic revenue levels
and remains focused on substantial growth opportunities in both
China and the US. The Company is also very optimistic about the
prospects for its Global Health Division, which has delivered a
strengthening CD4 order book and good revenue growth, albeit from a
low base last year.
As announced on 10 December 2021, the Department of Health and
Social Care ("DHSC") did not progress with the contract to
manufacture COVID-19 antigen lateral flow tests ("LFTs"). The DHSC
failed to licence a suitable test from a test developer, as was
envisaged in the contract, and the Company was therefore unable to
move into Phase 2 of the contract, which would have seen Omega
manufacture LFTs using Government-funded equipment.
The Company has also recently announced, a management change
with the appointment of Jag Grewal to the position of Chief
Executive Officer. Jag has been a member of the Omega Board since
joining the Company in June 2011 and until recently, was Managing
Director of the Health and Nutrition Division. He has over 25
years' commercial experience in the industry and has an extensive
network in the fields of in vitro diagnostics, life science
research and drug discovery. The appointment of Jag as CEO, coupled
with Simon Douglas' appointment as Chairman one year ago and the
appointment of Chris Lea as CFO in August, has allowed the Board to
review the Company's strategy, particularly in the light of the
developments with the DHSC. This has been instrumental in shaping
the decision to refocus Omega on its core businesses, accepting
that any commercial opportunities for COVID-19 testing will now lie
outside of UK Government.
Earlier today, the Company announced the sale of its
manufacturing facility in Alva, Scotland to Accubio Limited, a
wholly owned subsidiary of Zhejiang Orient Gene Biotech Co. Ltd
("Orient Gene") for a cash consideration of GBP1m. Having
significantly expanded the Alva site to accommodate anticipated
COVID-19 volumes and with a small, but growing volume of CD4
production, the Alva cost base, relative to the revenues it
generates, became unsustainable. The Company reported in November
that there was a need to re-size its LFT business, to improve
operational efficiency and to substantially reduce costs. The Board
has concluded the best option is to withdraw from the Alva site,
which substantially reduces the fixed cost base of the Company.
As part of this strategy, it is planned to relocate the CD4
manufacturing line to the Company's soon-to-be completed,
purpose-built manufacturing facility in Ely. This will allow the
overheads of this new site to be shared across both of the
Company's Health and Nutrition and Global Health businesses. In
view of the costs and management resource involved in the transfer
of the CD4 production line, which will take place over an
approximate period of nine months, the Board intends to review
other strategic options for this product line prior to committing
to the expenditure associated with the transfer.
Without the DHSC contract for COVID-19 antigen LFTs, the Company
intends to pursue opportunities in the commercial testing market,
focusing on the travel and retail markets, alongside its existing
commercial partner, DAM Health Limited and other potential
partners. The Company does not intend to purchase the
Government-funded equipment for its own use, and is currently
facilitating discussion with partners who may be willing to
purchase the equipment. It is the Company's strategy to outsource
the manufacturing of its antigen tests to third parties, where the
Company believes lower manufacturing costs can be achieved and a
more acceptable return can be generated by the Company without
further investment in working capital.
The Board will therefore focus Omega's efforts on its core
business, primarily in pursuing sustainable growth opportunities in
the Health and Nutrition sector, maintaining its leadership
position and targeting significant organic growth through embracing
digital technologies and related marketing activities. The
Company's growth strategy in this segment will also focus on
geographic expansion in the USA, a health-conscious and mature
personal health and well-being market, as well as expansion of the
Company's current menu of tests available to customers, with the
introduction of complementary tests, allowing customers to more
comprehensively manage their patients and thus enabling the
Company's vision of delivering personalised nutrition for better
health.
US Growth Opportunity
The US Food Sensitivity testing market is estimated to be the
largest and most established market in the world. It is the leading
market for functional medicine laboratory testing with an
increasing demand for personalised medicine.
The Board believes the best route to market would be to
replicate the Company's CNS Laboratory service direct to health
care professionals and ultimately direct to consumer. Omega
differentiates itself from established players by taking the
Group's tried and tested market leading approach with education and
support, coupled with its digital strategy, to engage and empower
customers.
The total US market size is estimated by the Directors to be
$50-$100m and the Board believes that US revenues could potentially
be between GBP3 million and GBP6 million over the next 3-5
years.
Product Menu Expansion
Microbiome
The Group's intention is to build a wider menu of complementary
gut health tests and to sell these through its well-established
channels from a market leading position.
Understanding the microbiome is the new frontier of
understanding chronic inflammatory conditions arising from poor gut
health. Over recent years the gut microbiome in particular has been
linked to a plethora of diseases and conditions, from diabetes and
anxiety to obesity. The Group has also noticed a growing demand
from its existing customer base in this segment.
Nutrigenomics
Defined as the relationship between nutrients, diet, and gene
expression, Nutrigenomics allows the healthcare professional to
understand genetic strengths and weaknesses making specific
improvements that help achieve better health.
Combining all three provide a compelling value proposition that
will offer true personalised nutritional assessment. The Board
believes that menu expansion has the potential to generate material
revenue growth over the medium term. The Directors believe that
menu expansion from microbiome and nutrigenomics combined has the
potential to increase revenues by GBP2 million to GBP5 million p.a.
over the next five years.
Operational efficiency
The Group is well underway with its planned relocation to the
new facility in Ely, Cambridgeshire, with access to the new site
expected in late Q1 2022. The new facility is a 35,000 ft(2)
state-of-the-art manufacturing space and will accommodate the
Group's future expansion plans. In addition, the new site will be
temperature and humidity controlled to facilitate key manufacturing
processes and will be compliant to ISO 13485 and ISO 9001.
The Company intends to use the net proceeds of the Fundraising
as follows:
Estimate Use of Proceeds GBPm
Exit Alva manufacturing site 0.4
----------------
Relocate CD4 production to Ely 1.5
----------------
Establish Health & Nutrition US business 1.1
----------------
Broaden Health & Nutrition product range 0.4
----------------
Working Capital/costs 3.2
----------------
Total GBP6.6 million*
----------------
*Assuming take-up in full of the Open Offer by Qualifying
Shareholders. To the extent that less is taken up in the Open
Offer, the working capital element will be reduced
3. Group Segments
3.1. Health and Nutrition
The Group offers products to test for food intolerance, a
condition when there is a non-immediate adverse physiological
response to particular foods as distinct to an allergic reaction to
food. The Food Detective(R) product is designed for use by health
practitioners and is believed to be the world's only established
Point-of-Care food specific IgG test. FoodPrint(R) is a microarray
technology used by over 140 laboratories worldwide offering
significant benefits over traditional plate-based ELISA tests. The
Group also provides a laboratory testing service from its UK base
near Cambridge serving health care professionals and the consumer
directly. The division's products have a widespread coverage and
brand reach in over 70 countries.
In the six months to 30 September 2021, Health and Nutrition
revenue increased by 62% to GBP4.17m compared to H1 2020 and this
division has largely recovered from the impact of the coronavirus
pandemic. Growth during the period was driven by sales in North
America, Europe and the Middle East. Omega's team have worked
incredibly hard to educate consumers and drive awareness of
nutritional therapy through its Health and Nutrition Academy
webinars. These webinars have also focused on naturopathic
therapies, functional medicine and sports nutrition and Omega
remains confident that this will drive demand once markets fully
open back up. Comparative sales from China in the first half of the
year are skewed by a large stocking order placed the previous year
with Omega's partner utilising that inventory in 2021 to seed the
market. Sales ramp up in China is taking a little longer than
expected due to local market conditions and the challenges that
face any company looking to introduce a relatively new concept into
the Chinese consumer market.
During the period, the Health and Nutrition team have begun
marketing in a number of new and significant European territories,
but the focus on future growth outside of China remains with the US
and, as travel opens up with the US, Omega's team have more
opportunities to engage with key partners in this market.
In readiness for a future growth in this division the Company
expects to relocate this division to a new purpose-built facility
in Ely in late Q1 2022, which will improve operational efficiencies
and provide the additional capacity required to support this
division's growth expectations.
3.2 Global Health
The Group's VISITECT(R) CD4 products are disposable, lateral
flow Point-of-Care tests for determining CD4 levels in people
living with HIV. Omega believes VISITECT(R) CD4 is the only
instrument-free Point-of-Care established test in the market. Its
strengths include the fact there is no requirement for refrigerated
storage and that, relative to other CD4 tests that require an
accompanying desktop instrument, it is affordable and easy to
use.
CD4
The long-term prospects remain undiminished for the roll-out of
the Company's VISITECT(R) CD4 Advanced Disease test, the first and
the world's only instrument-free point of care test for monitoring
CD4 levels, essential for the effective management of advanced HIV.
Whilst Omega recorded only GBP167k of CD4 sales in the six months
ended 30 September 2021 it is encouraged by the progress being made
to implement CD4 testing in high HIV prevalence countries. At the
end of October 2021 Omega had confirmed orders worth over GBP0.8m
which are expected to be delivered in the second half, and the
Company has an encouraging pipeline into the next financial
year.
Key to the success of this roll-out is the Company's
relationship with agencies such as the Clinton Health Access
Initiative ("CHAI") and Unitaid, as they implement the WHO Advanced
HIV Disease strategy in a number of low and middle-income
countries. Following successful WHO prequalification last year,
Omega is seeing a growing number of implementation partners engage
through CHAI's Early Access Market Vehicle. Omega continues to
receive strong feedback from external clinical studies and
evaluations in key countries and can see positive indications that
long term funders are supporting the roll out of the Advanced
Disease initiative. The Company is now cleared to supply into 21
countries, up from the 15 country approvals announced in its year
end results in July.
The Company is pleased to have received several purchase orders
via the procurement and logistics partners of the US President's
Emergency Plan for AIDS Relief ("PEPFAR"), the world's largest
funding contributor to the global HIV response. The Company's
VISITECT(R) CD4 Advanced Disease test has been included in the
PEPFAR 2022 Country and Regional Operational Plan Guidance for all
PEPFAR-supported countries. The Company's test has again been
highlighted as a semi-quantitative lateral flow assay which is able
to differentiate CD4 value above and below 200 cells/mm(3) and
therefore should be used where existing instruments are not
available or are available and without existing or planned service
and maintenance and/or resource support, but not functional.
The Company continues to make progress with Médecins San
Frontier ("MSF") which has a six-country deployment plan for the
introduction of CD4 Advanced Disease in Africa, and it has
commenced product deliveries and is currently supporting
implementation with in-country training of MSF health workers.
The Company also continues to engage with a number of UN
operation agencies to roll out its CD4 test and the ongoing
momentum and progress made in implementation means that it remains
confident in the market potential for its product. The addressable
market is estimated to be in excess of $20m, with the potential for
the Company to generate revenues of GBP6-GBP10m per annum in 3-5
years' time.
COVID-19
In the first half of the financial year, the Company recorded
COVID-19 revenues of GBP1.29m, up 136% on the same period last
year.
As reported in the Company's interim it did not receive
confirmation from the DHSC regarding which test it required Omega
to manufacture and dialogues with the third parties introduced to
Omega by the DHSC did not result in a commercial agreement to
manufacture tests to be procured by the UK Government.
Accordingly, the Company has increased its efforts in securing
manufacturing and supply agreements for the commercial sale of
COVID-19 LFTs, and the first fruits of these efforts has been the
securing of its partnership agreement with DAM Health Limited ("DAM
Health"), a leader in fit-to-fly testing and one of the UK's
fastest growing and largest in-clinic and mobile test providers for
COVID-19. The Company has already received an initial purchase
order to supply VISITECT(R) professional use COVID-19 antigen tests
worth over GBP750,000. As the Company's tests are rolled out to DAM
Health's over 100 clinics throughout the UK and Europe, it expects
to receive further stocking orders, particularly as DAM Health
clinics currently undertake around 200,000 in-clinic COVID tests
every month.
The Company remains encouraged by other emerging commercial
opportunities for its VISITECT(R) COVID-19 Antigen test that is
expected to be unlocked following further regulatory approvals.
In terms of regulatory approvals, the Company is still waiting
for the UK Health Security Agency to clear the backlog of desktop
reviews for products seeking approval under the new Medical Devices
(Coronavirus Test Device Approvals) (Amendment) Regulations 2021
("CTDA"). Omega remain in the review process under CTDA
regulations, which were introduced on 1 November 2021. Omega has
now submitted all available data ahead of the deadline of 10
February 2022 and is currently awaiting response from the UK Health
Security Agency.
The Company recently confirmed conditional CE mark certification
for self-test use for its COVID-19 Antigen test, which permits
Omega to sell into Europe now, but remains conditional upon the
subsequent submission of additional information by 31 March 2022,
conditions which the Company expects to meet. The Company remains
in discussions with commercial partners about how best to service
the European market and other territories that recognise the CE
mark. Omega's commercial offering will be via B2B partners and
distributors, and not through a direct-to-consumer strategy.
The Company notes that its lead partner in the Rapid Test
Consortium, Abingdon Health, remains optimistic about the
opportunities for AbC-19(TM) however with the planned withdrawal
from the Alva site, the Company will no longer be in a position to
participate in the Rapid Test Consortium.
As announced on 10 December 2021, the Company is in dispute with
the DHSC regarding the potential repayment of a pre-production
payment of GBP2.5m (net of VAT). The Board of Omega, having taken
legal advice, do not believe that the Company is required to repay
the pre-production payment and that it is entitled to recover
additional losses incurred under the contract. Discussions with the
DHSC are ongoing.
4. Current Trading
The Company remains focused on improving operational
efficiencies and sensibly controlling costs. The Company is
confident that revenues in the second half will see significant
growth in both Health and Nutrition and for its CD4 product, whilst
COVID-19 revenues are now likely to be minimal given the delays in
gaining CTDA approval for the Company's professional antigen test
and the very recent CE-marking of the antigen self-test. Overall,
the Company believes that it will see an improved sales performance
across the Group for the full year as compared with the year ended
31 March 2021 and to see trading losses slightly reduced in the
second half.
As a result of the agreement to exit the Alva site, the Company
will be reporting an exceptional, non-cash impairment charge of
approximately GBP3.5m, reflecting the impairment of assets
associated with the Alva site.
5. Details of the Placing and Subscription
The Company is proposing to raise, in aggregate, GBP5.0 million
(before expenses) by means of the Placing and Subscription. The
Placing Shares and Subscription Shares will represent approximately
55 per cent. of the Existing Ordinary Shares. The aggregate net
proceeds after costs related to the Placing and Subscription are
expected to be GBP4.6 million. The Placing and Subscription Shares
shall, when issued, rank in full for any dividend or other
distribution declared, made or paid after Admission and otherwise
equally in all respects with the Existing Ordinary Shares.
Application will be made to London Stock Exchange for the
Placing Shares and Subscription Shares to be admitted to trading on
AIM and it is anticipated that trading in the Placing Shares and
Subscription Shares will commence on AIM at 8.00 a.m. on 8 March
2022.
The Placing is conditional upon, amongst other things:
-- the Placing Agreement becoming unconditional in re spect of
such obligations that fall to be
performed prior to Admission (save for Admission) and not having been terminated;
-- the Resolutions being passed at the General Meeting;
-- admission of the Placing Shares and Subscription Shares to
trading on AIM becoming effective by not later than 8.00 a.m. on 8
March 2022. or such later date (being not later than the Longstop
Date) as the Company and finnCap may agree; and
-- the Business Purchase Agreement relating to the sale of the
Alva site to Orient Gene having become unconditional in all
respects.
Pursuant to the terms of the Placing Agreement, finnCap as agent
for the Company , has agreed to use its reasonable endeavours to
procur e placees for the Placing Shares at the Issue Price; the
Placing Agreement contains warranties fr om the Company in favour
of finnCap in relation to, inter alia, the accuracy of the
information contained in the documents relating to the Placing and
certain other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify finnCap in relation
to certain liabilities that it
may incur in re spect of the Placing.
finnCap may terminate the Placing Agreement in certain
circumstances (including for br each of warranty at any time prior
to Admission, if such breach is reasonably considered by finnCap to
be material in the context of the Placing) and in the event of a
force majeure event or material adverse change occurring at any
time prior to Admission.
6. Details of the Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate at the same price per Ordinary Share as the Placing and
Subscription and accordingly the Company is making the Open Offer
to Qualifying Shareholders. The Company is proposing to raise a
maximum of approximately GBP2.0 million (before expenses) (assuming
full take up of the Open Offer but being less than the EUR8 million
maximum amount permitted without requiring the publication by the
Company of a prospectus under the Prospectus Regulation Rules)
through the issue of up to 40,596,089 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 5 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not applied for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility .
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the
Issue Price on the following basis:
2 Open Offer Shares for every 9 Existing Or dinary Shares held
by the Qualifying
Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer
Shares will be rounded down to the nearest whole number of Open
Offer Shares. Fractional entitlements which would otherwise arise
will not be issued to the Qualifying Shareholders but will be
aggregated and made available under the Excess Application
Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open
Offer Entitlement. Not all Shareholders will be Qualifying
Shareholders. Shareholders who are located in, or are citizens of,
or have a registered office in the Restricted Jurisdictions will
not qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form (for Qualifying Non-CREST Shareholders) and as
credited to stock accounts in CREST (for Qualifying CREST
Shareholders). Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. If applications
under the Excess Application Facility are received for more than
the total number of Open Offer Shares available following take up
of Open Offer Entitlements, such applications will be scaled back
pro rata to existing shareholdings. It should be noted that
applications under the Excess Application Facility may not be
satisfied in full.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST at 8.00 a.m. on 14 February 2022. The
Open Offer Entitlements will be enabled for settlement in CREST
until 11 a.m. on 28 February 2022. Applications through the CREST
system may only be made by the Qualifying CREST Shareholder
originally entitled or by a person entitled by virtue of bona fide
market claims. The Open Offer Shares must be paid in full on
application. The latest time and date for receipt of completed
Application Forms or CREST applications and payment in respect of
the Open Offer is 11 a.m. on 28 February 2022.
The Open Offer is conditional on the Placing becoming
unconditional in all respects and not being terminated before
Admission (as the case may be). Accordingly, if the conditions to
the Placing are not satisfied or waived (where capable of waiver),
the Open Offer will not proceed and the Open Offer Shares will not
be issued and all monies received by the Receiving Agent will be
returned to the applicants (at the applicant's risk and without
interest) as soon as possible, but within 14 days thereafter. Any
Open Offer Entitlements admitted to CREST will thereafter be
disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the New Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
7. Related Party Transactions
Director Position Current Current Participation Participation Entitlements Resultant
Number % Holding in the in the in the holding
of Ordinary Placing Subscription Open Offer % if full
Shares entitlements
are taken
up
Simon Douglas Chairman 0 0 0 400,000* 0 0.12%
-------------- ------------ ---------- ------------- ------------- ------------ -------------
Jag Grewal CEO 235,746 0.13 400,000 0 52,388 0.21%
-------------- ------------ ---------- ------------- ------------- ------------ -------------
Chris Lea CFO 0 0 0 400,000 0 0.12%
-------------- ------------ ---------- ------------- ------------- ------------ -------------
Jeremy Non-Executive
Millard Director 525,000 0.29 0 400,000 116,666 0.32%
-------------- ------------ ---------- ------------- ------------- ------------ -------------
*In addition two adult children of Simon Douglas are subscribing
for 100,000 shares in aggregate
Jag Grewal has agreed to subscribe for 400,000 New Ordinary
Shares as part of the Placing. Jag is a related party of the
Company for the purposes of the AIM Rules by virtue of his status
as Director of the Company. William Rhodes , being the independent
director for this purpose, considers, having consulted with the
Company's nominated adviser, finnCap, that the terms of the Placing
with such related party is fair and reasonable insofar as the
Company's Shareholders are concerned.
Simon Douglas, Chris Lea and Jeremy Millard have agreed to
subscribe for 400,000 New Ordinary Shares each as part of the
Subscription. Each of them is a related party of the Company for
the purposes of the AIM Rules by virtue of their status as
Directors of the Company. William Rhodes , being the independent
director for this purpose, considers, having consulted with the
Company's nominated adviser, finnCap, that the terms of the
Subscription with such related parties is fair and reasonable
insofar as the Company's Shareholders are concerned.
8. Effect of the Fundraise
Upon Admission, and assuming full take up of the Open Offer
Entitlements, the Enlarged Issued Share Capital is expected to be
323,278,493 Ordinary Shares. On this basis, the New Ordinary Shares
will re pr esent appr
oximately 43.4 per cent. of the Company ' s Enlarged Issued Share Capital.
Following the issue of the New Ordinary Shares pursuant to the
Fundraising, assuming full take up of the Open Offer Entitlements,
Qualifying Shareholders who do not take up any of their Open Offer
Entitlements nor participate in the Fundraise will suffer a
dilution of appr oximately 43.4 per cent. to their interests in the
Company . If a
Qualifying Shareholder takes up his Open Offer
Entitlement in full, and does not participate in the Placing a
nd Subscription, he will suffer a dilution of appr oximately 30.9
per cent. to his intere st in the Company .
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Admission" the admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated
by London Stock Exchange
"AIM Rules " the AIM Rules for Companies, published
by London Stock Exchange
"Application Form " the application form for use by
Qualifying Non-CREST Shareholders
in connection with the Open Offer
"Board" the board of directors of the
Company
"Bookrunner" finnCap
"Company" or "Omega" Omega Diagnostics Group plc
"CREST" The relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & Ireland Limited
"CREST Regulations " the Uncertificated Securities
Regulations 2001 (S.I. 2001 No.
3755)
"Dealing Day " a day on which the London Stock
Exchange is open for business
in London
"Directors" the directors of the Company
"Enlarged Issued Share Capital all of the Ordinary Shares in
" issue upon Admission of the New
Ordinary Shares
" Eur oclear " Euroclear UK & Ireland Limited,
the operator of CREST
"Excess Application Facility the arrangement pursuant to which
" Qualifying Shareholders may apply
for additional Open Offer Shares
in excess of their Open Offer
Entitlement in accordance with
the terms and conditions of the
Open Offer
"Excess CREST Open Offer" in respect of each Qualifying
CREST Shareholder, his Excess
Open Offer Entitlement
"Excess Open Offer Entitlements" an entitlement for each Qualifying
Shareholder to apply to subscribe
for Open Offer Shares in addition
to his Open Offer Entitlement
pursuant to the Excess Application
Facility which is conditional
on him taking up his Open Offer
Entitlement in full and which
may be subject to scaling
"Excess Shares " Open Offer Shares applied for
by Qualifying Shareholders under
the Excess Application Facility
"Ex-entitlement Date " the date on which the Existing
Ordinary Shares are marked "ex"
for entitlement under the Open
Offer, being 8:00 a.m. 11 February
" Existing Or dinary Shares the 182,682,404 existing ordinary
" shares of 4 pence each in issue
at the date of this announcement
all of which are admitted to trading
on AIM
"FCA" the Financial Conduct Authority
"finnCap" finnCap Limited
"Form of Pr oxy " the form of proxy for use by Shareholders
in connection with the General
Meeting
"FSMA" the Financial Services and Markets
Act 2000
"Fundraising" t ogether the Placing, the Subscription
and the Open Offer
"General Meeting " the general meeting of the Company
convened for 11 a.m. on 7 March
" Gr oup " the gr oup comprising the Company
and its subsidiary undertakings
"Issue Price" 5 p ence per New Ordinary Share
"London Stock Exchange " L ondon Stock Exchange plc
"Longstop Date" 31 March 2022
"Money Laundering Regulations Terrorist Financing and Transfer
" of Funds (Information on the Payer)
Regulations 2017, the Criminal
Justice Act 2003 and the Proceeds
of Crime Act 2002
"New Or dinary Shares " t ogether , the Placing Shares,
the Subscription Shares a nd the
Open Of fer Shar e s
"Or dinary Shares " o r d inary shares of 4 pence
each in the capital of the Company
"Open Offer " the conditional invitation by
the Company to Qualifying Shareholders
to apply to subscribe for the
Open Offer Shares at the Issue
Price
"Open Offer Entitlement " the individual entitlements of
Qualifying Shareholders to subscribe
for Open Offer Shares allocated
to Qualifying Shareholders pursuant
to the Open Offer
"Open Offer Shares " the up to 40,596,089 new Ordinary
Shares to be issued by the Company
pursuant to the Open Offer
"Overseas Shareholders " Shareholders with a registere
d addr ess outside the United
Kingdom
"Placing" the placing of the Placing Shares
pursuant to the Placing Agreement
"Placing Agr eement " the agreement dated 10 February
2022 between the Company and finnCap
relating to the Placing
"Placing Shares" 98,700,000 new Ordinary Shares
to be issued pursuant to the Placing
"Prospectus Regulation" means Regulation (EU) 2017/1129
on the prospectus to be published
when securities are offered to
the pubic or admitted to trading
on a regulated market
" Prospectus Regulation Rules the prospectus rules and regulations
" made by the FCA pursuant to section
73A of FSMA (as emended from time
to time)
" Qualifying CREST Shareholders Qualifying Shareholders holding
" Existing Ordinary Shares in uncertificated
form
" Qualifying Non-CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares in certificated
form
" Qualifying Shareholders holders of Existing Ordinary Shares
" on the register of members of
the Company at the Record Date
but excluding any Overseas Shareholder
who has a registered address in
any Restricted Jurisdiction
"Receiving Agent " or "Registrar" Shar e Registrars Limited
"Record Date" c lose of business on 10 February
2022
"Regulatory Information Service a service appr oved by the FCA
" for the distribution to the public
of regulatory announcements and
included within the list maintained
on the FCA ' s website
"Resolutions" the resolutions set out in the
Notice of General Meeting forming
part of this Circular
"Restricted Jurisdiction " has the meaning set out on page
3 o f this Circular
"Shareholders" holders of Ordinary Shares
"Subscription" the subscription to be made by
Simon Douglas, Chris Lea and Jeremy
Millard, Chairman, CFO and Non-Executive
Director of the Company respectively,
for 400,000 New Ordinary Shares
each at the Issue Price
"Subscription Shares " the 1,3 00,000 New Ordinary Shares
to be issued pursuant to the Subscription
"UK" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States " the United States of America,
each State thereof, its territories
and possessions (including the
District of Columbia) and all
other areas subject to its jurisdiction
"uncertificated" or " in uncertificated an Ordinary Share recor ded on
form" a company ' s share register as
being held in uncertificated form
in CREST and title to which, by
virtue of the CREST Regulations,
may be transferred by means of
CREST
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
"EUR" or " Eur o s " are references to a lawful currency
of the European Union
PLACING, S UBSCRIPTION AND OPEN OFFER STA TISTICS
Issue Price 5 pence
Number of Ordinary Shares in issue
on the date of this announcement 182,682,404
Number of Placing Shares 98,700,000
Number of Subscription Shares 1,300,000
Number of Open Offer Shares up to 40,596,089
Enlarged Issued Share Capital upon
Admission 323,278,493
New Ordinary Shares as a percentage 76.96 per cent.
of the Existing Ordinary Shares*
Gross proceeds of the Placing and Subscription GBP5.0 million
Gross proceeds of the Open Offer* GBP2.0 million
Gross proceeds of the Fundraising GBP7.0 million
Net proceeds of the Fundraising GBP6.6 million
Open Offer Statistics
Open Offer basic entitlement 2 Open Offer Shares for
every 9 Existing Ordinary
Shares
Open Offer Shares as a percentage of 12.6 per cent.
the Enlarged Issued Share Capital upon
Admission*
Open Offer Basic Entitlements ISIN GB00BL6LW742
Open Offer Excess Entitlements ISIN GB00BL6LW858
*Assuming take-up in full of the Open Offer by Qualifying
Shareholders
EXPECTED TIMET ABLE
2022
Record Date for Entitlements Open Offer Close of business on
10 February
Announcement of Launch of Placing, Open Offer 07:00 a.m. 11 February
and Subscription
Ex-entitlement date for Open Offer 8:00 a.m. 11 February
Publication and Posting of the Circular, Form 11 February
of Proxy and, in respect of Qualifying non-CREST
Shareholders, the Application Form
Open Offer Entitlements and Excess Open Offer 14 February
Entitlement credited to CREST accounts for Qualifying
Shareholders
Recommended latest time and date for requesting 4:30 p.m. 22 February
withdrawal of Open Offer Entitlements from CREST
Recommended latest time and date for depositing 3:00 p.m. 23 February
Open Offer Entitlements into CREST
Latest time and date for splitting Application 3:00 p.m. 24 February
Forms (to satisfy bona fide market claims only)
Latest time and date for receipt of completed 11:00 a.m. 28 February
Application Forms from Qualifying Non-CREST
Shareholders and payment in full under the Open
Offer or settlement of relevant CREST instructions
(as appropriate)
Announcement of result of Open Offer 1 March
Latest time and date for receipt of Forms of 11:00 a.m. 5 March
Proxy or electronic proxy appointments for use
at the General Meeting
General Meeting 11:00 a.m. 7 March
Announcement of result of the General Meeting 7 March
Admission and commencement of dealings in the 08:00 a.m. 8 March
New Ordinary Shares on AIM
New Ordinary Shares in uncertificated form expected 8 March
to be credited to accounts in CREST (uncertificated
holders only)
Expected date of despatch of definitive share Week commencing 14
certificates for the New Ordinary Shares in March
certificated form (certificated holders only)
Longstop date 31 March
Notes :
-- Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and finnCap. If any of the
above times and/or dates should change, the revised times and/or
dates will be announced through a Regulatory Information
Service.
-- All of the above times refer to London time unless otherwise stated.
-- All events listed in the above timetable following the
General Meeting are conditional on the passing of the Resolutions
at the General Meeting.
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END
MSCEAEAFFEFAEEA
(END) Dow Jones Newswires
February 11, 2022 02:00 ET (07:00 GMT)
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