Result of Placing, PrimaryBid and Subscription

RNS Number : 2521U

Abingdon Health PLC

01 December 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

  1 December 2021

Abingdon Health plc

("Abingdon Health", the "Group" or the "Company")

Result of Placing, Subscription and PrimaryBid Offer

York, U.K. 1 December 2021: Abingdon Health plc (AIM: ABDX), a leading international developer and manufacturer of high quality and effective rapid tests, is pleased to announce that, further to the announcement made on 1 December 2021 regarding the Fundraising (the "Launch Announcement"), it has conditionally raised gross proceeds of approximately £5.5 million via the Placing, the Subscription and the PrimaryBid Offer from existing and new investors at the Issue Price of 25 pence per share.

A total of 18,800,000 Placing Shares (comprising 4,784,955 First Placing Shares and 14,015,045 Second Placing Shares) have been placed by Singer Capital Markets Securities Limited at an Issue Price of 25 pence per Placing Share to raise gross proceeds for the Company of £4.7 million. The gross proceeds of the Placing includes a subscription for approximately £0.5 million of Placing Shares by the Participating Directors.

In addition to the Placing, one of the Company's Shareholders has subscribed for 1,200,000 Subscription Shares at the Issue Price, to raise further gross proceed for the Company of £300,000. Concurrent with the Placing and the Subscription, certain investors have also subscribed for 2,000,000 PrimaryBid Shares, raising gross proceeds of £0.5 million.

The Placing Shares, Subscription Shares and PrimaryBid Shares together represent approximately 23.0 per cent. of the existing issued share capital of the Company.

The net proceeds receivable by the Company from the Placing, Subscription and PrimaryBid Offer, together with the net proceeds from the Open Offer once closed, will be used to support the Company's working capital position as well as investment in new product development as set out in the Launch Announcement.

The First Placing is conditional upon, amongst other things, First Admission becoming effective. The Second Placing, the Subscription and the PrimaryBid Offer are conditional upon, amongst other things, the passing of the Resolutions to be proposed at a general meeting of Shareholders to be held at 10:30 a.m. on 20 December 2021 at the offices of Abingdon Health plc, York Biotech Campus, Sand Hutton, York, YO41 1LZ (the "General Meeting"). The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Dr. Chris Hand, Chairman of Abingdon Health plc, said:

"I would like to thank our existing shareholders for their support and welcome new investors to the company. We are also pleased to be launching the open offer, thereby providing an opportunity for our wider shareholder base to participate in the fundraising.

"The proceeds from the fundraising will provide us with the further funding we need for investment in working capital ahead of anticipated order inflow and also enable us to capitalise on new and exciting growth opportunities in our markets. The last twelve months have clearly been challenging for us, however, throughout this period our enthusiasm for  the role that lateral flow tests can play in combatting COVID-19 and  other multiple diseases and for other on-site testing needs  remains undiminished. We look forward to updating both our existing Shareholders and new investors on our progress."

Participation by the Participating Directors in the Placing, Shareholder Subscription and Related Party Transactions

The Participating Directors have participated in the Second Placing. The number of Second Placing Shares conditionally subscribed for by each of the Participating Directors pursuant to the Second Placing, and their resulting shareholdings on Second Admission are set out below:

Participating Director*	Number of Existing Ordinary Shares	Number of Second Placing Shares subscribed for	Number of Ordinary Shares held on Second Admission	Percentage of Ordinary Shares on Second Admission**
Dr Chris Hand (Chairman)	11,228,868	999,599	12,228,467	10.0%
Chris Yates (CEO)	6,513,844	1,000,000	7,513,844	6.2%

^* neither of the Participating Directors intends to take up their respective Open Offer Entitlements under the Open Offer
^** assuming all of the Open Offer Shares are taken up in full under the Open Offer

In addition, Max Duckworth is indirectly a substantial shareholder (as defined in the AIM Rules) in the Company and a former Director of the Company. Mr Duckworth has also participated in the Fundraising via the Subscription. The number of Subscription Shares allotted to Mr Duckworth and his resultant shareholdings on Second Admission are set out below:

Participating Shareholder*	Number of Existing Ordinary Shares	Number of New Subscription Shares subscribed for	Number of Ordinary Shares held on Second Admission	Percentage of Ordinary Shares on Second Admission**
Max Duckworth	13,379,388*	1,200,000	14,579,388	12.0%

^* Mr Duckworth's existing interests in Ordinary Shares are held via Thornapple LLP and CatenaLucis LLC, in which Mr Duckworth holds equity interests. CatenaLucis LLC and Thornapple LLP hold 7,266,264 Ordinary Shares (7.59% of the Company's current issued share capital) and 6,113,124 Ordinary Shares (6.39% of the Company's current issued share capital) respectively. Neither CatenaLucis LLC nor Thornapple LLP intend to take up their respective Open Offer Entitlements under the Open Offer.

^** assuming all of the Open Offer Shares are taken up in full under the Open Offer.

The participation of the Participating Directors in the Placing and the Subscription by Max Duckworth for Subscription Shares (as a Substantial Shareholder under the AIM Rules and a former director of the Company within the last twelve months) constitute related party transactions under rule 13 of the AIM Rules.

The Independent Directors of the Company in relation to the participation of the Participating Directors and Mr Duckworth in the Fundraising are Melanie Ross, Lyn Rees and Mary Tavener. The Independent Directors consider, having consulted with Singer Capital Markets Advisory LLP, acting in its capacity as the Company's nominated adviser, that the terms of the participations of the Participating Directors and Mr Duckworth in the Fundraising are fair and reasonable insofar as the Company's Shareholders are concerned.

General Meeting

The Fundraising (other than the First Placing) and the issue of the Second Admission Shares are conditional upon, amongst other things, the Resolutions being duly passed by Shareholders at the General Meeting to be held at 10:30 a.m. on 20 December 2021. A circular, which will provide further details of the Fundraising and will include a notice convening the General Meeting (the "Circular"), will be sent to Shareholders and be available on the Company's website on or around 2 December 2021.

Admission, settlement and dealings

Application will be made for the admission of 4,784,955 First Placing Shares to trading on AIM and dealings in the First Placing Shares are expected to occur at 8.00 a.m. on or around 3 December 2021. Immediately following First Admission, the Enlarged Share Capital is expected to comprise 100,484,069 Ordinary Shares (assuming that no Ordinary Shares other than the First Placing Shares are issued between the date of this announcement and the First Admission). Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury. Accordingly, immediately following First Admission, the total number of voting rights will be 100,484,069. From First Admission, this figure may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Application will be made for the admission of up to 21,215,045 Second Admission Shares to trading on AIM (comprising 14,015,045 Second Placing Shares, 1,200,000 Subscription Shares, 2,000,000 PrimaryBid Shares and up to 4,000,000 Open Offer Shares) and, subject to, inter alia, Shareholder approval, dealings in the Second Admission Shares are expected to occur at 8.00 a.m. on or around 21 December 2021.

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Enquiries:

Abingdon Health plc		www.abingdonhealth.com/investors/
Chris Yates,   Chief Executive Officer		Via Walbrook PR
Melanie Ross   , Chief Financial Officer
Chris Hand,  Non-Executive Chairman
Singer Capital Markets Securities Limited (Sole Bookrunner and Broker Singer Capital Markets Advisory LLP (Nominated Adviser)		Tel: [phone]
Shaun Dobson, Peter Steel, Alex Bond (Corporate Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited	Tel: [phone] or  [e-mail]
Paul McManus		Mob: [phone]

About Abingdon Health

Abingdon Health is a world leading developer and manufacturer of high-quality rapid tests across all industry sectors, including healthcare and COVID-19. Abingdon Health is the partner of choice for a growing global customer base and takes projects from initial concept through to routine and large-scale manufacturing and has also developed and marketed its own labelled tests.

The Company offers product development, regulatory support, technology transfer and manufacturing services for customers looking to develop new assays or transfer existing laboratory-based assays to a lateral flow format.  Abingdon Health aims to support the increase in need for rapid results across many industries and locations and produces lateral flow tests in areas such as infectious disease, clinical testing including companion diagnostics, animal health and environmental testing. Faster access to results allows for rapid decision making, targeted intervention and can support better outcomes. This ability has a significant role to play in improving life across the world. To support this aim Abingdon Health has also developed AppDx^®, a customisable image capturing technology that transforms a smartphone into a self-sufficient, standalone lateral-flow reader.

Founded in 2008, Abingdon Health is headquartered in York, England.

For more information visit:  www.abingdonhealth.com

IMPORTANT NOTICES

This Announcement and the information contained herein is for information purposes only and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Placing Restricted Jurisdictions"). The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be ordered, sold, or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and, in each case, in compliance with the securities law of any state or any other jurisdiction of the United States. No public offering of the New Ordinary Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Fundraising. This Announcement does not constitute or form part of an order to sell or issue or a solicitation of an order to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Placing Restricted Jurisdictions or any other jurisdiction in which such order or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Placing Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Singer Capital Markets or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required.

Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker and bookrunner exclusively to the Company and to no-one else in connection with the Placing and Admission and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matters referred to in this Announcement.

Singer Capital Markets Advisory LLP, which is authorised and regulated in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the Placing and Admission and to no-one else in connection with the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matters referred to in this Announcement. Singer Capital Markets Advisory LLP's responsibilities as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this Announcement or otherwise .

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company (except to the extent imposed by law or regulations), Singer Capital Markets or by their affiliates or their respective agents, directors, officers and employees as, or in relation, to the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on their behalf, the Company or any other person in connection with the Company, the Fundraising or Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Singer Capital Markets and its affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than to trading on AIM.

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.  

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. 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, 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. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by SCM.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, SCM and its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents may take up a portion of the shares of the Company in the Placing in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to SCM and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents as, acting in such capacity. In addition, SCM and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which SCM and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither SCM nor any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Placing Shares to be issued and/or purchased pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR 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 paragraphs 3.5 and 3.6 of the Conduct of Business Sourcebook published by the FCA ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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 any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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 the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

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 "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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 EU 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 EU Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU 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 the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing.

 

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