Result of Placing

RNS Number : 2810D

Avacta Group PLC

18 October 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT 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, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

18 October 2022

Avacta Group plc

("Avacta" or the "Company")

Result of Placing

The Company is pleased to announce the successful completion of the non-pre-emptive placing of new ordinary shares in the capital of the Company (the "Ordinary Shares") announced earlier today (the "Placing").

A total of 7,368,427 new Ordinary Shares (the "Placing Shares") have been placed at a price of 95 pence per Placing Share (the "Offer Price") by Stifel Nicolaus Europe Limited ("Stifel") , acting as sole bookrunner in respect of the Placing. Concurrently with the Placing, the Company's chair, Dr Eliot Forster, has subscribed for 15,000 new Ordinary Shares at the Offer Price (the "Management Subscription Shares" and the "Management Subscription", respectively) pursuant to a subscription letter entered into with the Company.

Together, the Placing Shares and the Management Subscription Shares in aggregate comprise 7,383,427 new Ordinary Shares, raising total gross proceeds of approximately £7 million. The Offer Price represents a discount of approximately 4.0 per cent. to the middle market closing price of an Ordinary Share on 17 October 2022. The Placing Shares and the Subscription Shares together represent approximately 3 per cent. of the issued share capital of the Company prior to the Placing and the Subscription.

The Company consulted with a number of its major shareholders prior to the Placing and is pleased by the support it has received from both existing and new shareholders.

An application has been made to London Stock Exchange plc for the Placing Shares and the Management Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that settlement of the Placing Shares and the Management Subscription Shares and Admission will become effective and dealings in the Placing Shares and the Management Subscription Shares will commence at 8.00 a.m. on 20 October 2022. The Placing and the Management Subscription are conditional upon, among other things, Admission becoming effective and the placing agreement entered into earlier today between the Company and Stifel not being terminated in accordance with its terms.

The Placing Shares and Management Subscription Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Total voting rights

Following Admission, the Company's enlarged issued ordinary share capital will be 263,732,659. 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Circular and Open Offer

A Circular, including further details of the Open Offer, is expected to be dispatched to Qualifying Shareholders tomorrow, and will also be available on the Company's website at the same time at www.avacta.com.

Convertible Bond Offering

The Convertible Bond Offering announced earlier today, pursuant to which the Company's wholly-owned subsidiary, Addition Finance (Jersey) Limited, has agreed to issue convertible bonds of £55 million in aggregate principal amount with an issue price of 95 per cent, of the principal amount (resulting in gross cash proceeds of  £52.25m) due 2027 to a fund advised by Heights Capital Ireland LLC, a global equity and equity-linked focused investor, is expected to settle on 20 October 2022.

Capitalised terms used but not otherwise defined in the text of this announcement shall have the meaning given to them in the Company's announcement from earlier today.

Alastair Smith, Chief Executive Officer of Avacta, commented:

"We are delighted to announce the successful financing and would like to thank all of our existing and new investors for supporting the Company in connection with the strategic acquisition of Launch Diagnostics. This financing allows us to progress our M&A-led growth strategy for Avacta's diagnostics division and progress a pipeline of potential acquisitions in the European diagnostics sector to build a fully integrated and differentiated diagnostics business with global reach alongside the continued funding of Avacta's Therapeutics division to progress AVA6000 through the clinic and further develop the broader oncology pipeline."

This announcement is released by the Company and contains inside information under the UK Market Abuse Regulation, encompassing information relating to the Fundraise described above. The person responsible for arranging for the release of this announcement on behalf of the Company is Tony Gardiner, Chief Financial Officer.

Enquiries

Avacta Group plc Alastair Smith, Chief Executive Officer Tony Gardiner, Chief Financial Officer Michael Vinegrad, Group Communications Director	Tel: [phone] www.avacta.com
Stifel Nicolaus Europe Limited (Sole Bookrunner, Sole Private Placement Agent, Sole Broker and Nomad) Nicholas Moore / Nick Adams / Samira Essebiyea / Nick Harland / Dhiren Suares / William Palmer-Brown	Tel: [phone] www.stifel.com
FTI Consulting (Financial Media and IR) Simon Conway / Alex Shaw / George Kendrick	Tel: [phone] [e-mail]
Zyme Communications (Trade and Regional Media) Lily Jeffery	Tel: [phone] [e-mail]

Important Notices

THIS ANNOUNCEMENT 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 OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE " UNITED STATES "), AUSTRALIA, CANADA, JAPAN OR 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 or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company, Stifel Nicolaus Europe Limited (" Stifel ") or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or an offering of the Convertible Bonds or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares or to the Convertible Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Stifel 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 Regulation (EU) No 2017/1129 (as amended) (the " EU Prospectus Regulation ") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (" EUWA ") (the " UK Prospectus Regulation ")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The securities referred to herein 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. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act (" Regulation S ")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) (" QIBs ") and who have executed and delivered to the Company and Stifel an Investor Representation Letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing Shares or the Convertible Bonds will be made in the United States or elsewhere.

The Placing 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 Placing, or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No person shall, without the consent of the Jersey Financial Services Commission, circulate in Jersey any offer for subscription, sale or exchange of the Convertible Bonds.

This announcement has not been approved by the London Stock Exchange.

Members of the public are not eligible to take part in the Placing or the Convertible Bond Offering.

This announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the " EEA "), qualified investors (" Qualified Investors ") within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation and who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Order "); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order (" UK Qualified Investors "); or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being " Relevant Persons ").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of the UK Prospectus Regulation; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (" FSMA ") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (" MiFID II "); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the " PRIIPs Regulation ") for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction in which such activities would be unlawful.

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 Company and its subsidiaries from time to time (including after the Acquisition completes) (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, its directors, Stifel, their respective affiliates 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.

Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively for the Company and the Issuer and no one else in connection with the Placing and the Convertible Bond Offering, the contents of this announcement or any other matters described in this announcement. Stifel will not regard any other person as its client in relation to the Placing, the Convertible Bond Offering, the content of this Announcement or any other matters described in this announcement and will not be responsible to anyone (including any Placees or bondholders) other than the Company and the Issuer for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the Convertible Bond Offering the content of this announcement or any other matters referred to in this announcement.

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 Stifel or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or 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.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraise. 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 Placing Shares, the Management Subscription Shares, the Open Offer Shares or the Convertible Bonds. 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, business, financial 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.

All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the FSMA does not apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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.

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.

 

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