TIDMROQ
RNS Number : 0448T
Roquefort Investments PLC
22 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY
JURISDICTION.
22 November 2021
Roquefort Investments plc
("Roquefort Investments" or the "Company")
Conditional Placing to Raise GBP3 Million (Before Expenses)
Roquefort Investments (LSE:ROQ), the London listed investment
company established to acquire businesses focused on early-stage
opportunities in the medical biotechnology sector , is pleased to
announce that it has conditionally raised GBP3 million (before
expenses) (the "Placing") via the proposed issue of 30,000,000 new
Ordinary Shares (the "Placing Shares") at a price of 10 pence per
new Ordinary Share (the "Placing Price").
As announced on 18 November 2021 the Company has entered into a
conditional share sale and purchase agreement (the "Acquisition
Agreement") with Provelmare Holding S.A. pursuant to which
Roquefort Investments has agreed to acquire the entire issued share
capital of Lyramid Pty Limited for an initial consideration of GBP1
million payable 50% in cash and 50% in shares (the "Acquisition").
The Acquisition is conditional, inter alia, on a successful
Placing.
The net proceeds of the Placing are estimated at GBP2,560,000.
The net proceeds, together with existing cash, are intended to be
used to fund the cash component of the consideration for the
Acquisition, pre-clinical drug development and working capital.
On 19 November 2021 the Company circulated a notice of general
meeting to shareholders to seek shareholder approval inter alia for
the issue of new Ordinary Shares in connection with the Acquisition
and the Placing and to change the name of the Company to Roquefort
Therapeutics plc. The general meeting will take place at 10.00 a.m.
on 13 December 2021.
Should the Acquisition complete, it will constitute a Reverse
Takeover under the Listing Rules and accordingly the Company will
apply for the re-admission of its shares to the Official List and
the Main Market of the London Stock Exchange ("Admission"). The
Company's shares remain suspended from trading pending the
publication of a prospectus prepared in accordance with the
Prospectus Regulation Rules of the FCA and approved by the FCA, or
an announcement that the Acquisition is not proceeding.
Stephen West, Executive Chairman, commented:
"We are delighted to have conditionally raised GBP3 million. We
experienced substantial investor demand and the Placing was
significantly oversubscribed. We would like to thank the new
investors and our existing shareholders for endorsing the highly
attractive Lyramid opportunity that we secured within 6 months of
our IPO. The Placing will enable us to complete the Acquisition and
to fund the very exciting pre-clinical drug development programme
around Midkine-based therapeutics being pursued by Lyramid.
We believe that the Lyramid pre-clinical programme, utilising
oligonucleotide drugs, has the potential to deliver ground breaking
advances in the treatment of several disease targets including
COVID-19, cancer, autoimmune disorders and chronic inflammation -
and that this can be achieved rapidly and at a significantly lower
cost than historical traditional drug methods."
Enquiries:
Roquefort Investments plc
+44 (0)20 3290
Stephen West (Chairman) 9339
Optiva Securities Limited (Broker)
+44 (0)20 3411
Christian Dennis 1881
For further information, please visit www.roquefortinvest.com
and @roquefortinvest on Twitter.
LEI: 254900P4SISIWOR9RH34
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Upon the publication of this announcement via Regulatory
Information Service, this inside information is now considered to
be in the public domain.
DISCLAIMER
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations concerning, amongst other things,
the amount of capital which will be returned by the Company and the
taxation of such amounts in the hands of Shareholders. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement 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 Services and Markets Act 2000, the Listing Rules, the
Prospectus Regulation Rules or other applicable laws, regulations
or rules.
Further Information on the Placing
In conjunction with the Acquisition and subject to Admission,
the Company has conditionally raised GBP3 million (before expenses)
via the proposed issue of 30,000,000 new Ordinary Shares at a price
of 10 pence per new Ordinary Share.
The net proceeds of the Placing, together with existing cash,
will be used to finance the cash component of the consideration for
the Acquisition, for pre-clinical drug development and for working
capital.
A summary of the intended use of net proceeds of the Placing is
shown in the table below:
Use of Net Proceeds GBP'000
------------------------------------------------- --------
Cash consideration of the Acquisition 500
Estimated working capital adjustment for
the Acquisition 160
Lyramid pre-clinical drug development programme 1,000
Contingency for additional pre-clinical
development funds 500
Working capital of the Enlarged Group 400
------------------------------------------------- --------
Total 2,560
================================================= ========
The Company's Chairman, Stephen West, has agreed to subscribe
for GBP40,000 of new Ordinary Shares pursuant to the Placing.
The Company has engaged Optiva Securities Limited to act as the
Company's placing agent and adviser for the purposes of the
Placing. The Placing is not underwritten and is conditional, inter
alia, on:
-- the Acquisition Agreement becoming unconditional in all respects save for Admission;
-- approval by the FCA of the Prospectus and the publication of the Prospectus;
-- the resolutions being passed at the General Meeting being
held at 10.00 a.m. on 13 December 2021; and
-- Admission occurring no later than 8:00 a.m. on 28 February 2022.
The Placing will result in the issue of in total 30,000,000 new
Ordinary Shares (representing, in aggregate, approximately 41.7 per
cent., of the enlarged issued share capital). The Placing Shares,
when issued and fully paid, will rank pari passu in all respects
with the existing Ordinary Shares and therefore rank equally for
all dividends or other distributions declared, made or paid after
the date of issue of the Placing Shares.
The Placing Price of GBP0.10 represents a discount of 20% to the
Company's mid-market closing price as at 28 September 2021, being
the last date on which the Company's shares were traded prior to
the suspension.
PROSPECTUS
In order to implement the Acquisition, the Placing and
Admission, the Company is required to have approved by the FCA and
to publish a Prospectus, prepared in accordance with the Prospectus
Regulation Rules, and setting out further information on the
Acquisition, the Placing and Admission and the Enlarged Group.
Subject to receving FCA approval, the Prospectus will be available
at the Company's website: www.roquefortinvest.com as soon as
practicable following its publication and a further announcement
will be made in due course.
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END
IOEEANFFALKFFFA
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November 22, 2021 02:00 ET (07:00 GMT)
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