Retail Offer via PrimaryBid

RNS Number : 5604S

Angle PLC

14 July 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION 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 CONTAINS INSIDE INFORMATION.THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

14 July 2022

ANGLE plc

(" ANGLE ", the " Company " or the "Group" )

Retail Offer via PrimaryBid

· ANGLE plc announces a retail offer via PrimaryBid;

· The price will be determined at the close of the bookbuilding process in connection with the Placing;

· Investors can access the PrimaryBid Offer by visiting www.primarybid.com and downloading the PrimaryBid mobile app;

· The issue price for the Retail Offer Shares will be the Placing Price;

· There is a minimum subscription of £250 per investor in the Retail Offer;

· No commission is charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

ANGLE plc ( AIM : AGL ), a world-leading liquid biopsy company, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "Retail Offer")of new ordinary shares of 10 pence each in the Company ("Retail Offer Shares"). The Company is also conducting a placing of new ordinary shares (the "Placing Shares") by way of an accelerated bookbuilding process (the "Placing") as announced earlier today. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the bookbuilding process. The Company has further announced a subscription by certain directors of the Group (the "ManagementSubscription") of new ordinary shares (the "ManagementSubscription Shares")(together, the "Capital Raise").

The issue price for the Retail Offer Shares, as well as for the Management Subscription Shares, will be the Placing Price.

The Retail Offer is conditional on completion of the Placing and the new ordinary shares to be issued pursuant to the Capital Raise being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 19 July 2022. The Retail Offer will not be completed without the Placing also being completed.

The net proceeds of the Capital Raise will be used to support the Company's commercialisation plan and capitalise on the momentum gained from obtaining a world first US Food and Drug Administration ("FDA") product clearance for its Parsortix system.

Reason for the Retail Offer

The Company values its retail investor base, which has supported the Company alongside institutional investors over several years, and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for these services.

Details of the Retail Offer

The Retail Offer, via the PrimaryBid mobile app, will be open to individual investors following the release of this announcement. The Retail Offer is expected to close no later than 7.00 a.m. on 15 July 2022.  The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via 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 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 new Retail Offer 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 , please visit  www.PrimaryBid.com  or email PrimaryBid at [e-mail]. T he terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Offer Shares, is available to all persons who register with PrimaryBid.

The Retail Offer 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, as well as the new ordinary shares to be issued pursuant to the Placing and the Management Subscription.

ANGLE plc Andrew Newland, Chief Executive Ian Griffiths, Finance Director Andrew Holder, Head of Investor Relations	[phone]
PrimaryBid Limited Charles Spencer / James Deal	[e-mail]
Joh. Berenberg, Gossler & Co. KG, London Branch (NOMAD) Toby Flaux, Ciaran Walsh, Milo Bonser, Thomas Graham	[phone]
FTI Consulting Simon Conway, Ciara Martin Matthew Ventimiglia (US)	[phone] [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation .  Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

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 Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid mobile app before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt. 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING 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 OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA 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 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, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Retail Offer Shares is being made in any such jurisdiction.

No action has been taken by the Company or any person acting on its behalf that would permit an offer of the Retail Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Offer 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, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Regulation (EU) No 2017/1129 (as amended) or Regulation (EU) No 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, 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. The Retail Offer Shares will be offered and sold only outside of the United States to persons who are not U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S") in "offshore transactions" (as such term is defined in Regulation S) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of the Retail Offer Shares will be made in the United States or elsewhere.

The Retail Offer has not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Retail Offer, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company and its directors and any person acting on its or their behalf 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 or the London Stock Exchange.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Retail Offer. 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. 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. 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 Retail Offer Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or profit 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 for the current or future financial 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.

The Retail Offer Shares will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is authorised and regulated by the German Federal Financial Supervisory Authority subject to limited regulation by the Financial Conduct Authority (the "FCA") in the United Kingdom. Berenberg is acting exclusively for the Company and no one else in connection with the contents of this Announcement or any other matters described in this Announcement. Berenberg will not regard any other person as its client in relation to the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the content of this Announcement or any other matters referred to in this Announcement.

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