Results of General Meeting

RNS Number : 2412V

Avacta Group PLC

09 January 2012

 



Press Release

9 January 2012

Avacta Group plc

("Avacta", or "the Company")

£5.13 million Conditional Placing with Existing Investors

Proposed Acquisition of Aptuscan Limited

Proposed New Equity Incentive Schemes

Waiver of Rule 9 of the City Code

Result of General Meeting

On 22 December 2011, Avacta Group plc (AIM:AVCT), a leading healthcare technology, reagents and consumables company providing proprietary analytical and diagnostics solutions to the life sciences/healthcare sector, announced a conditional placing of 1,026,000,000 new ordinary shares at 0.5p per share (the "Placing Shares") to raise £5.13 million (the "Placing") and the acquisition, conditional upon the Placing, of Aptuscan Limited ("Aptuscan") for an initial consideration of £1.48 million payable in ordinary shares in the Company (the "Acquisition").

The core intellectual property of Aptuscan relates to a non-antibody affinity reagent platform based on a small protein, the structure of which can be modified easily to create a very wide range of affinity reagents for different purposes. Potential applications include research reagents, key elements in analytical and diagnostic testing, purification reagents and therapeutics. The Directors consider that this may enable the Group to develop a broad range of proprietary affinity reagents for its markets with significant technical and commercial advantages over antibodies.

The Acquisition will provide the Group with near term commercial opportunities through:

·      the generation of in-house reagents to replace third party antibodies and improve the margins of the consumables used to carry out the tests on AX-1;

·      the expansion of the range of tests that can be carried out on AX-1 where third party antibodies are not available; and

·      the creation of biotechnology R&D and bioprocessing reagents for sale through the Group's established routes to market in its analytical business.

In addition, the acquisition will provide longer term commercial opportunities to:

·      enter the valuable¹, rapidly growing, protein microarrays market for high throughput drug/biomarker discovery; and

·    develop applications for the human health diagnostics market.

The proceeds of the Placing will be used to:

·      provide development capital for a wide range of analytical and diagnostic reagents based on Aptuscan's proprietary affinity protein scaffold;

·      accelerate the Avacta Animal Healthcare business through the more rapid expansion of the range of tests for its AX-1 diagnostic units and through the support of a blended sales/placement business model to grow the installed base quickly; and

·      provide development capital for further analytical and diagnostic products (with associated consumables and reagents), for which the Group has identified demand in the markets it currently serves.

Avacta is pleased to announce that all resolutions proposed at the General Meeting today were duly passed by Avacta shareholders and that the Placing is unconditional in all respects subject to admission of the Placing Shares to trading on AIM, which is expected to take place on or before 8.00am 10 January 2012 or such later date (being no later than 29 February 2012) as the broker and Company may agree.

Conditional upon the Placing, is the £1.48m acquisition of Aptuscan. The consideration is payable in 228,092,307 new ordinary shares in the Company (the "Consideration Shares").

Applications have been made to admit the Placing Shares and the Consideration Shares to trading on AIM ("Admission"). Dealings in the Placing Shares and the Consideration Shares are expected to commence at 8.00am on 10 January 2012.

The results of the General Meeting are shown below. On the Record Date (7 January 2012) there were 1,667,638,787 ordinary shares in issue, each carrying one vote per share:

Resolutions	Votes For	Votes Against	Votes Withheld	Total Votes Cast	Result
Ordinary
1	392,268,103	67,103	97,469	392,432,675	Pass
2	392,233,102	81,603	117,970	392,432,675	Pass
3	392,268,103	67,103	97,469	392,432,675	Pass
4*	182,875,757	81,603	97,469	183,054,829	Pass
Special
5	392,268,103	67,103	97,469	392,432,675	Pass
6	392,272,043	63,163	97,469	392,432,675	Pass

Where shareholders appointed the Chairman of the General Meeting as their proxy with discretion as to voting, these votes were cast in favour of all resolutions.

* voted on by a poll

Application has also been made to admit 2,386,010 new ordinary shares, to be issued as deferred consideration for the 2009 acquisition of Theragenetics Limited (the "Theragenetics Shares") and 232,727,808 new ordinary shares to be issued in connection with a joint share ownership plan (the "JSOP Shares"), as described in the circular posted to shareholders on 22 December 2011 (the "Circular") and approved by shareholders of Avacta at the General Meeting today, to trading on AIM. Dealings in the Theragenetics Shares and the JSOP Shares are also expected to commence at 8.00am on 10 January 2012.

Following admission of the Placing Shares, the Consideration Shares, the Theragenetics Shares and the JSOP Shares to trading on AIM, the IP Group Concert Party, as described in the Circular, will be interested in 1,060,620,260 ordinary shares in the Company, representing 33.60% of the enlarged issued share capital, which will be 3,156,844,912. In the event of the future issue in full of the Reactivlab Shares (as defined in the Circular), the IP Group Concert Party may become interested in ordinary shares amounting to 33.67% of the enlarged issued share capital.

The above figure (3,156,844,912 ordinary shares) may be used from 10 January 2012 by shareholders 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, Avacta under the FSA's Disclosure and Transparency Rules. 

Dr. Alastair Smith, Chief Executive Officer of Avacta said:

"I am very pleased that shareholders have supported the proposals at the General Meeting today. We have seen excellent progress in Avacta's activities in the first half of FY2012 and we remain on target to meet market expectations in this financial year with no requirement to raise funds for the core business. However, this rare opportunity to acquire a reagents platform which fits perfectly with Avacta's products, growth strategy and markets has catalysed a fund raise which will support a programme of new product and reagent development which should deliver considerable value to shareholders in the medium and longer term.

Avacta's strategy is focused on growing its recurring revenue from consumables and reagents to be used by its own, and others', technology platforms. The Placing will fully fund a substantial acceleration in our product, reagent and test development capability which will be carried out centrally and will not distract from the commercial activities of the two operating businesses which will be focused entirely on maintaining the excellent progress of Optim and of completing the transfer to manufacturing of AX-1 and generating first revenue from that product in this financial year.

In these very uncertain markets I am delighted that Avacta is fully funded and will be able to focus entirely on developing and commercialising its considerable assets for the foreseeable future.

I look forward to providing the market with a detailed business update at the half year."

For further information please contact:

Avacta Group plc Alastair Smith, Chief Executive Officer	Tel:  [phone] www.avacta.com
Nominated Adviser and Broker Panmure Gordon (UK) Limited Andrew Burnett/ Fred Walsh/ Charles Leigh-Pemberton/ Grishma Patel	Tel:  [phone] www.panmure.com
Media Enquiries Abchurch Communications Sarah Hollins/Adam Michael/Oliver Hibberd [e-mail]	Tel: [phone] www.abchurch-group.com

Terms defined in the Circular shall be given the same meaning in this announcement unless the context otherwise requires.

-Ends-

Notes to Editors:

Avacta Group plc, a world leading, UK-based healthcare equipment and instrumentation business, provides innovative, high value proprietary technologies and services to the life sciences/healthcare sector through two operating divisions:

Avacta Analytical provides high-end analytical instrumentation and services to the biopharmaceutical sector, expected to be a $200bn revenues market by 2013 and the fastest growing part of the pharmaceutical industry. The Group's technologies are aimed at reducing the risks and expense associated with biological drug development and thereby reducing the final cost of drugs to patients. The Group's lead analytical instrument, Optim, is distributed through Pall Corporation in the US and South East Asia, Isogen Life Sciences in Europe, Cold Spring Biotech Corp in China and Taiwan and DKSH in Japan. Avacta sells Optim directly in the UK.

Avacta Animal Healthprovides diagnostic products and services for the $1.5bn global veterinary diagnostics market. Its aim is to equip veterinary professionals with high quality animal health and well-being information, through point-of-care diagnostics, reagents and testing kits and laboratory based testing. Avacta's AX-1 point of care immunoassay system is aimed at providing the veterinarian with rapid blood test results in the clinic. The initial range of tests launched with the AX-1 relates to Avacta's world leading allergy testing brand Sensitest®. Avacta is currently developing further assays for the AX-1 system to diagnose other diseases in companion animals. Longer-term this technology will be transferred into the human clinical diagnostics market.

Avacta joined AIM in August 2006 and is based in Wetherby, England.

¹The Company estimates that the current protein microarray market size is around $2bn and growing at around 30 per cent. cagr based on data in market reports such as "The Future of Array Technologies, Business Insights Report, 2005" and others

 

END

 

 

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