TIDMBERM
RNS Number : 2218B
Bermele PLC
29 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES
OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF
AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
For Immediate Release 29 January 2020
Capitalised terms in this announcement shall have the same
meaning as in the Circular that was posted to shareholders on 28
January 2020.
Bermele plc
("Bermele" or the "Company")
Placing to raise up to GBP200,000 and Notice of General
Meeting
Bermele plc is pleased to announce a conditional placing to
raise GBP200,000 before expenses ("Placing"). The net proceeds of
the Placing will be used:
-- to strengthen the Company's balance sheet in advance of an acquisition; and
-- to ensure the Company has sufficient working capital to cover
the anticipated costs of any advisory fees in relation to an
acquisition.
The Placing will require the issue and allotment by the Company
of 20,000,000 new Ordinary Shares (New Ordinary Shares) at the
Placing Price of 1 pence per Ordinary Share to certain
investors.
The Placing is conditional, inter alia, upon Shareholders
approving the Resolutions contained in a Notice of General Meeting
was sent to Shareholders on 28 January 2020. Admission of the new
Ordinary Shares is expected to occur on or about the 14 February
2020. The Placing is not underwritten. In the event the Resolutions
are not approved at the General Meeting, the Placing will not take
place.
Background to and reasons for the Transaction
Bermele was formed for the purpose of acquiring a business or
businesses operating in the pharmaceutical and biotechnology
sectors. The acquisition of either the assets, or the share capital
of a target company, would be treated as a reverse takeover and in
order to maintain its listing the Company would be required to
apply to have its shares readmitted to the standard segment of the
Official List and to trading on the Main Market of the London Stock
Exchange.
The Board has reviewed a number of potential acquisition
opportunities since its admission in the pharmaceutical and
biotechnology sectors, with the intention of delivering a material
inflection point of value for shareholders and demonstrating a
significant proprietary intellectual property position.
The Directors wish to complete a Placing to raise additional
working capital to ensure the Company has sufficient resources to
initiate such an acquisition. The Company has reviewed a number of
potential acquisition opportunities, some of which are outside the
pharmaceutical and biotechnology sectors, but which the Directors
believe to be appropriate to consider. Accordingly, the Company
wishes to expand its investment criteria.
Use of proceeds
The purpose of the Placing is strengthen the Company's balance
sheet in advance of an acquisition and to ensure the Company has
sufficient working capital to cover the anticipated costs of any
advisory fees in relation to an acquisition.
The Placing
The Company has conditionally agreed with certain investors a
placing to raise GBP190,000 (net of expenses) through the issuance
of 20,000,000 New Ordinary Shares at 1 pence per share. The Placing
is conditional on the passing of Resolutions 1 and 2 at the General
Meeting, to allow the Company sufficient authority to issue the New
Ordinary Shares in the Company and obtaining authority from its
shareholders to disapply the pre-emption rights in relation to such
issue.
If any of the conditions are not satisfied, the New Ordinary
Shares will not be issued and all monies received from the Placees
will be returned to the Placees (at the Placees' risk and without
interest) as soon as possible thereafter. The Placing is not being
underwritten.
The New Ordinary 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 existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
In addition it is proposed that 2,000,000 New Ordinary Shares be
issued in settlement of certain outstanding fees in the amount of
GBP20,000 owed by the Company.
Admission, Settlement and Dealings
Application will be made to the FCA for admission of the New
Ordinary Shares to the standard segment of the Official List and to
trading on the Main Market of the London Stock Exchange. It is
expected that Admission will occur and that dealings in the New
Ordinary Shares will commence on or about 14 February 2020 at which
time it is also expected that the New Ordinary Shares will be
enabled for settlement in CREST.
General Meeting
The Directors do not currently have the authority to allot all
of the New Ordinary Shares on a non-pre-emptive basis and,
accordingly, the Board is seeking the approval of Shareholders to
allot the New Ordinary Shares at the General Meeting. In addition,
the Board is seeking the approval of shareholders to dis-apply
pre-emption rights in respect of the New Ordinary Shares.
Finally the Directors are seeking approval of shareholders to
seek acquisitions outside of the pharmaceutical and biotechnology
sectors.
A notice has been sent to shareholders convening a general
meeting of the Company to be held at the offices of Shakespeare
Martineau LLP at LLP, 6(th) Floor, 60 Gracechurch Street, London
EC3V OHR at 11.00 a.m. on 13 February 2020, at which the following
Resolutions will be proposed to approve:
Ordinary Resolution
1. authority for the Directors to allot the New Ordinary Shares
up to a maximum aggregate amount of GBP40,000 (being up to
40,000,000 New Ordinary Shares);
Special Resolutions
2. the disapplication of the statutory pre-emption rights in
connection with the allotment of up to 40,0000,000 New Ordinary
Shares; and
3. to alter the Company's investment criteria to enable it to
seek acquisitions outside of the pharmaceutical and biotechnology
sectors.
To be passed, Resolution 1 (proposed to be passed as an ordinary
resolution) will require a simple majority, and Resolution 2 and 3
(proposed to be passed as special resolutions) will require a
majority of not less than 75 per cent. of persons voting in person
or by proxy in favour of the relevant Resolution.
The authorities to be granted pursuant to Resolutions 1 and 2
shall expire on whichever is the earlier of the conclusion of the
Annual General Meeting of the Company in 2021 or the date falling
fifteen months from the date of the passing of Resolutions 1 and 2
(unless renewed, varied or revoked by the Company prior to or on
that date).
Circular and Form of Proxy
A Circular and Form of Proxy was sent to Shareholders on 28
January 2020 and will be available from the Company's website:
https://www.bermele.com/investors/
Recommendation
The Directors consider the Resolutions and the Placing to be in
the best interests of the Company and its Shareholders as a whole.
The Directors unanimously recommend that Shareholders vote in
favour of all the Resolutions at the General Meeting.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Enquiries:
Bermele Plc +44 (0) 20 3475 9760
info@bermele.com
Novum Securities Limited
Colin Rowbury +44 (0) 20 7399 9400
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END
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January 29, 2020 02:00 ET (07:00 GMT)
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