TIDMETX
RNS Number : 5960Y
e-Therapeutics plc
13 May 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS AMED)
AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED).
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 E-THERAPEUTICS PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (EACH A "RESTRICTED JURISDICTION").
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
13 May 2021
e-therapeutics plc
("e-therapeutics" or the "Company")
Retail Offer
e-therapeutics plc (AIM: ETX.L) is pleased to announce a
conditional offer for subscription via PrimaryBid (the "Retail
Offer") of new ordinary shares of 0.1p each in the Company ("Retail
Shares") at an issue price of 24 pence per new ordinary share (the
"Issue Price"), being a discount of approximately 17 per cent to
the closing mid-price of 28.8 pence per new ordinary share on 12
May 2021, being the latest practicable date prior to the time and
date of this announcement.
The Company is also conducting a conditional placing and
subscription of new ordinary shares at the Issue Price by way of a
placing by SP Angel Corporate Finance LLP (the "Placing") and
direct subscriptions with the Company by individual investors (the
"Subscription"), as announced earlier today. The price payable by
investors for shares in the Placing, as well as for shares in the
Subscription, is equal to the Issue Price.
The Retail Offer, the Placing and the Subscription (together the
"Fundraise") are conditional on, inter alia, shareholder approval
being received at the Company's Annual General Meeting to be held
on or around 16 June 2021. The new ordinary shares to be issued
pursuant to the Fundraise will be admitted to trading on the AIM
market of the London Stock Exchange ("Admission"). Admission is
expected to take place at 8.00 a.m. on or around 17 June 2021. The
Retail Offer will not be completed without the Placing and
Subscription also being completed.
The Company will use the funds raised to facilitate a number of
initiatives, with a focus on expanding its proprietary,
disease-agnostic, drug discovery and development platform
capabilities and asset pipeline, and in particular to :
-- Generate experimental hepatocyte specific proprietary data
for the Company's in silico discovery engine;
-- Advance two to three RNAi therapeutic programmes through preclinical development;
-- Aim to complete a First in Human (FIH) clinical study for one
RNAi asset to provide additional validation;
-- Further development of the Company's computational platform
and general working capital including team expansion; and
-- Explore RNAi in other cell types.
Retail Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the Retail Offer by applying exclusively through the
PrimaryBid mobile app available on the Apple App Store and Google
Play.
The Retail Offer, via the PrimaryBid mobile app, will be open to
individual and institutional investors from 4.50 p.m. to 9.00 p.m.
on 13 May 2021. The Retail Offer may close early if it is
oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company on a pro rata basis, although preference to be given to the
Company's existing shareholders, subject to conditions which are
available to view on www.PrimaryBid.com and the PrimaryBid Mobile
app.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for Retail Shares has been
made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com.
The Retail 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 Company's existing Ordinary Shares.
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Enquiries:
e-therapeutics plc
Ali Mortazavi , CEO Tel: +44 (0)1993 883
Karl Keegan, CFO 125 www.etherapeutics.co.uk
Laura Roca-Alonso, CBO
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury/James Deal
SP Angel Corporate Finance LLP Tel: +44(0)20 3470
0470
Nominated Adviser and Broker
Matthew Johnson/Caroline Rowe (Corporate
Finance)
Vadim Alexandre/Rob Rees (Corporate
Broking)
Details of the Retail Offer
The Company values its retail investor base which has supported
the Company alongside institutional investors over several years.
Given the longstanding support of retail shareholders, the Company
believes that it is appropriate to provide retail and other
interested investors the opportunity to participate in the Retail
Offer. The Company is therefore offering the Retail Shares through
PrimaryBid.
Aggregate demand under the Retail Offer will be limited to EUR 8
million (equivalent to approximately GBP 6.89 million at the
exchange rate of GBP1 to EUR 1.16 as at 12 May 2021), as is legally
required. Accordingly, the Company is not required to prepare, and
has not prepared, a prospectus in connection with the Retail Offer
as it falls within the exemption set out in section 86(1)(3) and
86(4) of FSMA. The Retail Offer is not being made into any
Restricted Jurisdiction.
There is a minimum subscription of GBP100 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.primarybid.com . The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for Retail Shares, is available to all persons who register with
PrimaryBid.com.
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 Retail Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Retail Shares. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the Retail Shares if they are in
any doubt.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. No prospectus will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Retail Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or any
of its affiliates, agents, directors, officers or employees that
that would permit an offer of the Retail Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Retail Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. There will be no public
offering of securities in the United States.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the AIM Rules,
the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for 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 Retail Shares to be
issued or sold pursuant to the Retail Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
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END
IOEAJMATMTIBBRB
(END) Dow Jones Newswires
May 13, 2021 11:50 ET (15:50 GMT)
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