TIDMBIOM
RNS Number : 0425M
Biome Technologies PLC
12 September 2019
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
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12 September 2019
Biome Technologies plc
("Biome", "the Company" or "the Group")
Proposed Placing to raise GBP1.3 million
Directors' Placing participations and related party
transactions
Notice of General Meeting
Biome Technologies plc, a leading bioplastics and radio
frequency technology business, is pleased to announce that it has
conditionally raised approximately GBP1.3 million (before expenses)
by way of a placing (the "Placing") of 433,337 new ordinary shares
in the Company ("Placing Shares") at a price of 300 pence per share
(the "Issue Price").
It is intended that the net proceeds of the Placing will be used
to fund growth and development of the Group's Biome Bioplastics
division. The Placing is subject, inter alia, to shareholder
approval at a general meeting of the Company (the "General
Meeting").
Highlights
-- Biome proposes to raise gross proceeds of approximately
GBP1.3 million via the Placing to fund Biome Bioplastics' growth
and development
-- Opportunity for significant further growth of the Biome
Bioplastics business via the deployment of additional resources
-- Pipeline of approximately 15 key bioplastics development
projects underway with a customer group that ranges from mid-sized
businesses to multi-nationals
-- Net proceeds of the Placing are expected to be used for:
o Growth capital needs for several bioplastics projects that are
scaling up and will drive a significant increase in revenues over
the next 18 months as manufacturing ramps-up in UK, Germany and the
USA
o Maintaining an increased investment in sales activities and
development spending to support and further accelerate the growth
of Biome Bioplastics' business
o Investment in bioplastics Industrial Biotechnology Research
and Development that will support growth beyond the two-year
timescale
-- Placing Shares will represent approximately 15.5 per cent of
the issued share capital of the Company as enlarged by the issue of
the Placing Shares
Paul Mines, Chief Executive Officer of Biome, commented:
"Against a background of growing interest in our bioplastics
materials, these additional funds will enable the Group to proceed
with multiple projects to deliver its ambitious revenue growth
targets as well as invest in the development of the next generation
of high-performance products."
John Standen, Non-Executive Chairman, and his wife Kathleen
Standen have subscribed for 5,000 Placing Shares in aggregate,
which represents an amount of GBP15,000 at the Issue Price. Paul
Mines, Chief Executive Officer, has subscribed for 5,000 Placing
Shares, which represents an amount of GBP15,000 at the Issue Price.
The FCA notifications, made in accordance with the requirements of
the EU Market Abuse Regulation, are appended below.
Upon Admission, the Company's issued ordinary share capital will
consist of 2,798,525 Ordinary Shares with one voting right each.
The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 2,798,525. With effect from Admission, this
figure may be used by Shareholders in the Company 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 share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
A Circular containing the Notice of General Meeting will be
posted to shareholders later today and will be made available
shortly on the Company's website at
www.biometechnologiesplc.com.
The above summary should be read in conjunction with the full
text of this announcement and the Circular, extracts from which are
set out below. All capitalised terms used throughout this
announcement shall have the meanings given to such terms in the
Definitions section of this announcement and as defined in the
Circular.
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant
pages or paragraphs of the Circular. References to 'this document'
refer to the Circular.)
1. Introduction
The Company announced today that it proposes to raise
approximately GBP1.3 million (before expenses) by way of a placing
of the Placing Shares at the Issue Price of 300 pence per new
Ordinary Share. It is intended that the net proceeds of the Placing
will be used to fund growth and development of the Group's Biome
Bioplastics division. The purpose of this letter is to explain to
Shareholders the background to and reasons for the Placing and to
seek their approval of the Resolutions.
The allotment of the Placing Shares is conditional, inter alia,
upon the Company obtaining approval of shareholders of the
Resolutions to be proposed at the General Meeting to provide
sufficient authority to enable the allotment of the Placing Shares
and disapply statutory pre-emption rights which would otherwise
apply to the allotment of the Placing Shares.
Accordingly, the Company is seeking the approval of Shareholders
to the Resolutions which are to be put to the General Meeting of
the Company to be held at the offices of Osborne Clarke LLP, One
London Wall London EC2Y 5EB at 2.30 p.m. on 30 September 2019. If
the Resolutions are not passed by Shareholders at the General
Meeting, the Placing as currently envisaged will not proceed. The
Notice of General Meeting is set out at the end of the
Circular.
Whether or not you intend to attend the General Meeting you are
encouraged to complete the return the enclosed Form of Proxy in
accordance with the instructions printed thereon. The Form of Proxy
must be received by our Registrar as soon as possible and by no
later than 2.30 p.m. on 28 September 2019.
The Placing Shares to be issued pursuant to the Placing are to
be admitted to trading on AIM, which, should the Resolutions be
passed at the General Meeting, is expected to take place on 2
October 2019.
2. Background to and reasons for the Placing
The Group is a growth-orientated, commercially driven technology
group. Its strategy is founded on building market-leading positions
based on patented technology and serving international customers in
valuable market sectors. Products are developed for application
areas where value-added pricing can be justified and are not
reliant on government legislation. These products are driven by
customer requirements and are compatible with existing
manufacturing processes. The business is market rather than
technology-led.
The Group comprises two divisions, Biome Bioplastics and
Stanelco RF Technologies. Biome Bioplastics is a leading developer
of highly-functional, bio-based and biodegradable plastics. Biome
Bioplastics' mission is to produce bioplastics that challenge the
dominance of oil-based polymers. Stanelco RF Technologies designs,
builds and services advanced radio frequency (RF) systems.
Under the glare of environmental concerns, brands are changing
the plastics that they use, and revenues from Biome Bioplastics
have begun to accelerate (particularly in the US market). There is
now an opportunity for significant further growth of the Biome
Bioplastics business via the deployment of additional
resources.
The Company therefore proposes to raise gross proceeds of
approximately GBP1.3 million via the Placing to fund Biome
Bioplastics' growth and development.
The bioplastics market and opportunity
An estimated 8.3 billion tonnes of plastic waste has been
generated globally since the 1950s (Science, 2017) and
approximately 80% of this still remains in landfill or in the
environment. Oil-based plastics are produced at a rate of
approximately 350 million tonnes per annum, which is growing.
Although incredibly useful, such materials have been developed with
a focus on performance rather than recyclability and environmental
impact. The enormity of the plastics problem is now apparent and
although multi-tiered, the crux of the issue often lies with the
molecular structure of the materials. For several reasons recycling
alone is not the answer.
Bio-based and biodegradable/compostable plastics are being seen
as an important part of the solution to the "plastics problem",
with bio-based materials made from renewable biomass being
replacements for fossil-oil based materials. Studies show that
bio-based materials can play a role in reducing carbon emissions
from the manufacture and the lifecycle of plastic products.
Compostable plastics also have a role to play, particularly in food
packaging, in terms of both diverting food waste away from landfill
and in providing a suitable end-of-life for such materials via
composting (organic recycling).
The bioplastics market has been growing for several years with
the recent focus on environmental damage bringing greater focus on
the sector. Many commentators are anticipating significant further
growth in the global bioplastics market in the coming years. Whilst
the UK market has lagged behind the likes of Italy, Germany and the
US, the Directors believe that a change of direction now appears
underway. This is evidenced by the UK Plastics Pact, a coalition of
companies that account for some 80% of consumer packaging in the
UK, which have signed up to a target that requires all packaging to
be recyclable or compostable by 2025.
The Biome Bioplastics Business
Biome Bioplastics develops and manufactures bioplastic
compounds, using bio-based/biodegradable polymers, natural
materials and other additives. It works closely with customers in
two to four year development cycles to deliver highly
differentiated products. Biome's capability has been built from
over 10 years of development and is based on extensive knowledge of
the sector and the performance of its materials.
Biome Bioplastics deploys a low capital expenditure
manufacturing model, using contracted manufacturing facilities in
Europe/the US to make its finished products at scale. This allows
for a rapid scale-up in the production of new materials close to
their point of use. The business' existing portfolio of
commercialised products includes materials used in oxygen barrier
packaging for coffee, high temperature rigid materials and
non-woven filtration product used in coffee pods.
Biome Bioplastics has a strong focus on the US market where
brand interest, volumes of scale and supportive industrial
composting infrastructure are already in place. Most of the
products sold are bespoke compounds and the business has a pipeline
of approximately 15 key development projects underway with a
customer group that ranges from mid-sized businesses to
multi-nationals.
Since 2013, Biome Bioplastics' medium-term research and
development has been focused on the production of bio-based and
biodegradable aromatic polyesters using Industrial Biotechnology.
Using biomass inputs and biological conversion processes, Biome
Bioplastics has been able to create what the Directors consider to
be a new generation of bioplastics with outstanding functionality,
at laboratory scale. During this process, Biome Bioplastics
pioneered novel bio-manufacturing and polymerisation processes,
which enables access to a significant number of pathways to create
a series of monomers and co-polymers.
Biome Bioplastics' extended team is working with leading
universities, research bodies, scale-up facilities and government,
in order to accelerate its work in Industrial Biotechnology. The
Group's network comprises some of the leading expertise and
facilities available in the world. Over the last four years Biome
Bioplastics has coordinated over GBP6 million of research and
development funding in pursuit of the goal of bringing novel
bio-based polyesters to market. Four patent applications on this
Industrial Biotechnology work have been filed in major markets and
having demonstrated the technology at laboratory scale, the next 24
months will focus on the scale-up of the processes and establishing
commercial viability.
A number of high-quality projects/products with significant
revenue potential have come through Biome Bioplastics' development
cycle and are launching in FY 2019 and 2020, namely:
-- a new material for disposable cutlery for a customer in the
US market started with initial revenues in Q2 2019 and is being
ramped up in Q3 2019. This material has broader market
applicability;
-- a new material for the structure of a coffee pod used in the
US coffee market that is heat stable. Revenues are anticipated to
start in Q3 2019;
-- a new material for a single serve nutrition pod being
manufactured in Switzerland and launched in the US market. Revenues
started in Q2 2019 and are expected to step-up in FY 2020; and
-- existing materials (manufactured in Germany) are being
deployed in a number of plastic film products for a US customer.
Revenues commenced Q2 2019.
It is anticipated that these projects will support growth in
Biome Bioplastics' revenues in the coming years.
The Stanelco RF Technologies market and opportunity
Stanelco RF Technologies is a specialist Original Equipment
Manufacturer (OEM) engineering business that develops radio
frequency (RF) welding, heating and furnace technology-based
equipment, which uses the heating effect of electromagnetic waves
to heat and weld materials. The business operates in a variety of
international markets with India and China as markets of scale.
The business has an international market-leading position in the
furnace market for fibre-optic cable production. These furnaces are
an important part of the 5G mobile technology rollout and the
demand for the infrastructure underlying the global data capacity
for the internet.
Recently, the fibre-optic market has seen rapid growth, driven
by investment in significant new capacity in Asia. Stanelco RF
Technologies moved quickly to realise this growth opportunity and
scaled-up its production of furnaces to more than double that of
2017. This scale-up included expansion at the Group's Southampton
facilities and a 30% increase in production staff. To maintain its
leading position Stanelco RF Technologies continues to make
significant further investment in the next generation of furnace
technologies.
The Group has made a concerted effort to increase Stanelco RF
Technologies' geographic footprint and range of applications. In FY
2017/2018, it launched several new "standard" power supply products
into new industrial markets, with dedicated sales and technical
support staff. The business now benefits from repeat revenues from
power generation, medical and general industrial markets, primarily
in the UK.
3. Current trading and prospects
Earlier today, the Company announced its unaudited interim
financial results for the period ended 30 June 2019. Group revenues
for the first half of 2019 were GBP3.6 million (H1 2018: GBP4.4
million), which reflected a more normal level of revenue at the
Stanelco RF Technologies division after its exceptional performance
in 2018. The Group recorded a small loss before interest,
depreciation, amortisation and share option charges in the first
half of 2019 of GBP0.2 million (H1 2018: GBP0.5 million
profit).
Biome Bioplastics
Revenues in the Biome Bioplastics division for the first half of
2019 were GBP1.4 million (H1 2018: GBP0.9 million) with the
turnover reflecting increases in existing products as well as the
early phase of commercialisation of three new products with
customers in the USA. It is anticipated that revenues for these
products will increase over the coming quarters as they scale up in
line with customers' demands.
The commercial opportunities in bioplastics that the Group is
sourcing are growing in scale and improving in quality. To further
Biome Bioplastics' strong product development pipeline, a number of
new commercial and technical team members have been recruited into
the business in the last 12 months and they are all now making
significant contributions alongside their more experienced
colleagues. Biome Bioplastics has continued with its mid-term
strategy to develop a new range of bioplastics, with the aim of
generating bio-based and biodegradable plastic products with
increased performance that can be produced at a cost more
comparable to traditional plastics made from petro-chemicals.
Additionally, during the first half the year, development work
commenced on scale up of one of the new monomers in conjunction
with Nottingham University.
Stanelco RF Technologies
Revenues for the first half of 2019 in the RF Technologies
division were GBP2.2 million (H1 2018: GBP3.5 million) reflecting a
return to the more normalised levels of fibre optic furnace demand
from the previously reported exceptional demand recorded in 2018.
The division signed a GBP1.3 million contract for the supply of a
number of fibre optic furnaces in the second half of 2019 and it is
against this backdrop that the Board continues to expect full year
revenues for this division to be in line with those of 2017.
4. Reasons for the Placing and use of proceeds
Revenues from Biome Bioplastics have, in the first six months of
2019, begun to accelerate, particularly in the US market.
To maintain and build on this growth, investment is required in
both:
-- the costs associated with scaling up manufacture (in the US, Germany and UK); and
-- the acquisition of raw materials, stocks and debtors as production volumes increase.
Further, Biome Bioplastics is working on a variety of further
projects with implementations that stretch through 2020 and beyond
and the business continues to receive an elevated level of new
enquiries. Progressing these will require investment to bring them
to market.
The Directors believe that continuing the Biome Bioplastics'
research and development investment in new disruptive technology
has the potential to further differentiate the business and this
investment will be leveraged by grant funding to establish the
initial commercial viability of the associated novel polyesters and
supporting monomers.
The timing and expected use of the net proceeds of the Placing
is set out below:
Item Timing Approximate
deployment
A. Growth capital needs for several H2 2019 and FY 2020 GBP0.80 million
bioplastics projects that are
scaling up and will drive a significant
increase in revenues over the
next 18 months as manufacturing
ramps-up in UK, Germany and the
USA.
---------------------------- ----------------
B. Maintaining an increased investment Supporting increased GBP0.25 million
in sales activities and development commercial and technical
spending to support and further activity over 24
accelerate the growth of Biome months
Bioplastics' business
---------------------------- ----------------
C. Investment in bioplastics Industrial Project related expenditure GBP0.15 million
Biotechnology Research and Development via periodic spending
that will support growth beyond over 24 months
the two-year timescale
---------------------------- ----------------
Total GBP1.2 million*
---------------------------- ----------------
* Net of the estimated costs associated with the Placing.
5. Details of the Placing and Admission
The Placing will result in the issue of a total of 433,337 new
Ordinary Shares, representing, in aggregate, approximately 15.5 per
cent. of the Enlarged Share Capital. The Placing Shares, when
issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares of the Company and will therefore rank
equally for all dividends or other distributions declared, made or
paid following Admission.
The Issue Price of 300 pence approximately represents a 14.3 per
cent. discount to the closing middle market price of an Ordinary
Share of 350 pence on 11 September 2019, being the latest
practicable date prior to the announcement of the Placing.
An application will be made to London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and such admission
is expected to occur on 2 October 2019, subject to approval of the
Resolutions.
Allenby Capital has entered into the Placing Agreement with the
Company under which Allenby Capital has, on the terms and subject
to the conditions set out therein (including Admission), undertaken
to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing Agreement contains
certain warranties and indemnities from the Company in favour of
Allenby Capital. The Placing is not being underwritten by Allenby
Capital or any other person.
The Placing is conditional, inter alia, upon the passing of the
Resolutions and Admission and the Placing Agreement not being
terminated prior to Admission (and in any event no later than 15
October 2019).
6. Significant shareholder and Director participations
Details of the subscriptions by certain of the Directors at the
Issue Price and their resultant shareholdings on Admission are as
follows:
Name Placing Shares Value of the Ordinary Shares Percentage
being subscribed subscriptions held on Admission of Enlarged
at the Issue Share Capital
Price held on Admission
Paul Mines 5,000 GBP15,000 31,525 1.13%
John Standen* 5,000 GBP15,000 58,336 2.08%
* John Standen's participation in the Placing includes 2,500
Placing Shares subscribed for by his wife, Mrs K M Standen.
The subscriptions by Paul Mines and John Standen (and his wife)
in the Placing are deemed to be related party transactions pursuant
to rule 13 of the AIM Rules for Companies. Accordingly, the
Independent Directors consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of subscription
to the Placing Shares by Paul Mines and John Standen (and his wife)
are fair and reasonable insofar as Shareholders are concerned.
Assuming completion of the Placing, the Company is aware of the
following persons that will be interested in three per cent. or
more of the Enlarged Share Capital:
Name Ordinary Shares Ordinary Shares Percentage of enlarged
currently held on Admission share capital held
held on Admission
Mr V Pereira* 534,022 600,689 21.46%
Mr JM Rushton-Turner 288,050 364,717 13.03%
Miss G Pereira 79,286 79,286 2.83%
Miss B Pereira 78,149 78,149 2.79%
*Mr V A Pereira's holding includes 82,416 Ordinary Shares held
by his wife, Mrs G Pereira.
Mr V Pereira and Mr JM Rushton-Turner are subscribing for 66,667
and 76,667 Placing Shares respectively, representing GBP200,001 and
GBP230,001 respectively at the Issue Price. As Mr V Pereira and Mr
JM Rushton-Turner each currently hold more than 10 per cent. of the
Ordinary Shares, both of the subscriptions of Placing Shares by
them are deemed to be related party transactions pursuant to rule
13 of the AIM Rules for Companies.
Accordingly, the Independent Directors consider, having
consulted with the Company's nominated adviser, Allenby Capital,
that the terms of subscription to the Placing Shares by Mr V
Pereira and Mr JM Rushton-Turner are fair and reasonable insofar as
Shareholders are concerned.
7. General Meeting
A notice convening a General Meeting of the Company, to be held
at the offices of Osborne Clarke LLP, One London Wall London EC2Y
5EB at 2.30 p.m. on 30 September 2019 is set out at the end of the
Circular. At the General Meeting, the following Resolutions will be
proposed:
1. Resolution numbered 1 is proposed as an ordinary resolution
to grant authority to the Directors to allot Ordinary Shares up to
an aggregate nominal amount of GBP21,666.85. This resolution will
give the Directors sufficient authority to allot the Placing Shares
pursuant to the Placing; and
2. Resolution numbered 2 is proposed as a special resolution to
dis-apply statutory pre-emption rights in respect of the allotment
of up to 433,337 new Ordinary Shares for cash. This number
represents 433,337 Placing Shares pursuant to the Placing.
Resolution 1 will be proposed as an ordinary resolution and
Resolution 2 as a special resolution.
8. Action to be taken by Shareholders
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting. Whether or not you intend to
be present the General Meeting, you are requested to complete, sign
and return the Form of Proxy in accordance with the instructions
printed on it to Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen B62 8HD as soon as possible and, in any
event, so as to arrive no later than 2.30 p.m. on 28 September
2019. Completion and return of the Form of Proxy will not affect
your right to attend and vote in person at the General Meeting if
you so wish.
Instructions for voting by proxy through CREST are set out in
paragraphs 9 to 11 of the notes to the notice of General
Meeting.
In the case of non-registered Shareholders who receive these
materials through their broker or other intermediary, the
Shareholder should complete and send a letter of direction in
accordance with the instructions provided by their broker or other
intermediary.
In order for the Placing to proceed, Shareholders will need to
approve both of the Resolutions set out in the Notice of General
Meeting. If the Resolutions are not passed at the General Meeting,
the Placing will not proceed which will have an impact on the
ability of the Group to pursue its growth strategy. Accordingly, it
is important that Shareholders vote in favour of the
Resolutions.
9. Directors' Recommendation
The Board of Biome considers the Placing to be in the best
interests of the Company and its shareholders as a whole and
therefore the Directors unanimously recommend that shareholders
vote in favour of the Resolutions as they intend to do in respect
of their own shareholdings (and the shareholdings of their
connected parties) of, in aggregate, 87,902 Ordinary Shares
(representing approximately 3.7% per cent. of the Company's
existing issued share capital).
PLACING STATISTICS
Issue Price 300 pence
Number of Existing Ordinary Shares 2,365,188
Total number of Placing Shares 433,337
Enlarged Share Capital following the Placing 2,798,525
Percentage of the Enlarged Share Capital comprised 15.5 per cent.
by the Placing Shares
Estimated gross proceeds of the Placing GBP1.3 million
Estimated expenses of Placing GBP0.1 million
Estimated net proceeds of the Placing GBP1.2 million
ISIN GB00B9Z1M820
SEDOL B9Z1M82
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" the admission of the Placing Shares to trading on
AIM becoming effective in accordance with the AIM Rules;
"AIM Rules" the AIM Rules for Companies, as published and
amended from
time to time by the London Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's
nominated adviser and
broker pursuant to the AIM Rules;
"Articles" the existing articles of association of the Company
as at the
date of the Circular;
"Biome Bioplastics" Biome Bioplastics Limited, a wholly owned
subsidiary of the Company which operates in the field of bio-based
and biodegradable plastics;
"Business Day" any day (other than a Saturday or Sunday) upon
which
commercial banks are open for business in London, UK;
"Circular" the circular sent to shareholders of the Company on
or around the date of this announcement;
"Company" or "Biome" Biome Technologies plc;
"CREST" the relevant system for the paperless settlement of
trades and the holding of uncertificated securities operated by
Euroclear UK and Ireland in accordance with the CREST
Regulations;
"CREST member" a person who has been admitted by Euroclear UK
and Ireland as a system- member (as defined in the CREST
Regulations);
"Directors" or "Board" the directors of the Company;
"Enlarged Share Capital" the issued ordinary share capital of
the Company immediately following Admission;
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited,
the operator of CREST;
"Existing Ordinary Shares" the existing Ordinary Shares as at
the date of the Circular;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders in
connection with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"General Meeting" or "GM" the general meeting of Shareholders to
be held at the offices of Osborne Clarke LLP, One London Wall
London EC2Y 5EB at 2.30 p.m. on 30 September 2019;
"Independent Directors" for the purposes of the Placing only,
Declan Brown and Michael Kayser;
"ISIN" International Securities Identification Number;
"Issue Price" 300 pence per Placing Share;
"London Stock Exchange" London Stock Exchange plc;
"Member Account ID" the identification code or number attached
to any member account
in CREST;
"Notice of General Meeting" the notice of General Meeting set
out at the end of the Circular;
"Ordinary Shares" the ordinary shares of 5p each in the capital
of the Company;
"Overseas Shareholder" a Shareholder who is resident in, or who
is a citizen of, or who has a registered address in a jurisdiction
outside the United Kingdom;
"Placees" the persons who have conditionally agreed to subscribe
for the Placing Shares;
"Placing" the placing of the Placing Shares at the Issue Price
as
described in the Circular;
"Placing Agreement" the conditional agreement dated 12 September
2019 between the Company and Allenby Capital relating to the
Placing;
"Placing Shares" the 433,337 new Ordinary Shares which have been
conditionally placed by Allenby Capital with institutional and
other investors pursuant to the Placing;
"Registrars" Neville Registrars Limited;
"Resolutions" the resolutions numbered 1 and 2 set out in the
Notice of
General Meeting to be proposed at the General Meeting;
"Restricted Jurisdiction" each and any of the United States of
America, Australia, Canada, Japan, New Zealand, Russia, the
Republic of Ireland and the Republic of South Africa and any other
jurisdiction where extension or availability of the Placing would
breach any applicable law or regulations;
"Shareholder(s)" holder(s) of Existing Ordinary Shares;
"Stanelco RF" Stanelco RF Technologies Limited, a wholly-owned
subsidiary of the Company which is an equipment manufacturer in the
specialised field of radio-frequency heating;
"sterling", "pounds sterling", the lawful currency of the United Kingdom;
"GBP", "pence" or "p"
"US$" or "US dollar" the lawful currency of the United States of
America;
"US Person" a US person as defined in Regulation S promulgated
under the US Securities Act; and
"US Securities Act" the United States Securities Act of 1933 (as
amended).
For further information please contact: Biome
Technologies plc
Paul Mines, Chief Executive Officer
Declan Brown, Group Finance Director
www.biometechnologiesplc.com Tel: +44 (0) 2380 867
100
Allenby Capital
David Hart/Alex Brearley (Nominated Adviser)
Kelly Gardiner (Broker)
www.allenbycapital.com Tel: +44 (0) 20 3328
5656
About Biome
Biome Technologies plc (Ticker: BIOM) is an AIM listed,
growth-orientated, commercially driven technology group. Our
strategy is founded on building market-leading positions based on
patented technology and serving international customers in valuable
market sectors. We have chosen to do this by developing products in
application areas where the value-added pricing can be justified
and that are not reliant on government legislation. These products
are driven by customer requirements and are compatible with
existing manufacturing processes. They are market rather than
technology-led.
The Group comprises two divisions, Biome Bioplastics Limited and
Stanelco RF Technologies Limited. Biome Bioplastics is a leading
developer of highly-functional, bio-based and biodegradable
plastics. The company's mission is to produce bioplastics that
challenge the dominance of oil-based polymers. Stanelco RF
Technologies designs, builds and services advanced radio frequency
(RF) systems. Dielectric and induction heating products are at the
core of a product offering that ranges from portable sealing
devices to large furnaces for the fibre optics markets.
In 2018, the Board adopted the following three high level KPIs
for the next three years to continue its ambitious momentum:
-- Compound revenue growth of 25% per annum across the Group and
40% compound revenue growth in the Bioplastics division
-- Diversify the Group's turnover by product and market to
ensure that no one product or end customer contributes more than
15% of revenues by 2020
-- Increase investment in the Group's next generation of
products by spending significantly more per annum on average than
the GBP0.3m per annum average spend over the previous strategic
objective cycle
www.biometechnologiesplc.com
www.biomebioplastics.com and www.thinkbioplastic.com
www.stanelcorftechnologies.com
#ThinkBioplastic is our digital educational platform, launched
in October 2018 in response to the emerging global plastic
conversation. It speaks to a wide audience, highlighting
bioplastics as a leading solution among several to reduce the
negative impact of plastic manufacture and disposal. Following the
much acclaimed first series of short videos the second series was
recently released.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John Standen
-------------------------------- --------------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------------
a) Position/status Director - Non-Executive Chairman
-------------------------------- --------------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a) Name Biome Technologies plc
-------------------------------- --------------------------------------------
b) LEI 213800B9QI14B12TAO51
-------------------------------- --------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------------
a) Description of the Financial Ordinary shares of 5p in Biome Technologies
instrument, type of instrument plc. Identification code (ISIN)
for Biome Technologies plc ordinary
shares: GB00B9Z1M820
Identification code
-------------------------------- --------------------------------------------
b) Nature of the transaction Participation in placing of new
ordinary shares
-------------------------------- --------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
300p 2,500
----------
-------------------------------- --------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- --------------------------------------------
e) Date of the transaction 12 September 2019
-------------------------------- --------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- --------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Kathleen Standen
-------------------------------- --------------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------------
a) Position/status PCA of John Standen, PDMR - Non-Executive
Chairman
-------------------------------- --------------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a) Name Biome Technologies plc
-------------------------------- --------------------------------------------
b) LEI 213800B9QI14B12TAO51
-------------------------------- --------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------------
a) Description of the Financial Ordinary shares of 5p in Biome Technologies
instrument, type of instrument plc. Identification code (ISIN)
for Biome Technologies plc ordinary
shares: GB00B9Z1M820
Identification code
-------------------------------- --------------------------------------------
b) Nature of the transaction Participation in placing of new
ordinary shares
-------------------------------- --------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
300p 2,500
----------
-------------------------------- --------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- --------------------------------------------
e) Date of the transaction 12 September 2019
-------------------------------- --------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- --------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
------------------------------------------------------------------------------
a) Name Paul Mines
-------------------------------- --------------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------------
a) Position/status Director - Chief Executive Officer
-------------------------------- --------------------------------------------
b) Initial notification/Amendment Initial Notification
-------------------------------- --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a) Name Biome Technologies plc
-------------------------------- --------------------------------------------
b) LEI 213800B9QI14B12TAO51
-------------------------------- --------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------------
a) Description of the Financial Ordinary shares of 5p in Biome Technologies
instrument, type of instrument plc. Identification code (ISIN)
for Biome Technologies plc ordinary
shares: GB00B9Z1M820
Identification code
-------------------------------- --------------------------------------------
b) Nature of the transaction Participation in placing of new
ordinary shares
-------------------------------- --------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
300p 5,000
----------
-------------------------------- --------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
-------------------------------- --------------------------------------------
e) Date of the transaction 12 September 2019
-------------------------------- --------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- --------------------------------------------
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
investors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, only investors who have met the criteria
of professional clients and eligible counterparties have been
procured. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
Placing Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEBIGDCBSBBGCB
(END) Dow Jones Newswires
September 12, 2019 02:05 ET (06:05 GMT)
Biome Technologies (LSE:BIOM)
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