Conversion of Convertible Loan Notes

Roquefort Therapeutics PLC

07 November 2024

 

7 November 2024

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

Conversion of Convertible Loan Notes

Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company focused on developing first in class medicines in the high value and high growth immunology and oncology markets, announces it has received notices to convert a total face value of £267,106 convertible loan notes (the "CLNs") resulting in the issue of 6,586,604 new ordinary shares in the Company (the "CLN Shares").

In accordance with the terms of the CLNs, which were issued on 23 May 2024, all accrued interest on the CLNs at a rate of 12.5% per annum is included in the conversion into the Company's ordinary shares of £0.01 each ("Ordinary Shares"). The conversion price of the CLNs is 4.29p, being 90% of the price equal to the 10-day volume-weighted average price calculated backwards from the date, which is three business days prior to the notice of conversion given to the Company.

Following conversion of these CLNs, the Company has CLNs with a face value of £387,894 outstanding.

Director/PDMR Shareholding

The abovementioned notices to convert included notices from directors Stephen West, Ajan Reginald and Darrin Disley, as follows:

Director	CLN Face Value	CLN Shares	Total Ordinary Shares Held After CLN Shares Issued
Stephen West	£28,158	694,352	6,310,853
Ajan Reginald	£26,316	648,930	12,311,981
Darrin Disley	£21,053	519,149	2,015,050

Admission and Total Voting Rights

Application will be made for the CLN Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities, which is expected to occur on or around 12 November 2024 ("Admission"). The CLN Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the Company's issued share capital will comprise 135,736,602 Ordinary Shares in issue, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The figure of 135,736,602 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or of a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

Regulatory Information

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

ENDS

Enquiries:

Roquefort Therapeutics plc	[phone]
Stephen West (Chairman) / Ajan Reginald (CEO)
SP Angel Corporate Finance LLP (Broker) David Hignell / Vadim Alexandre / Devik Mehta	[phone]
Buchanan (Public Relations) Ben Romney / Jamie Hooper / George Beale	[phone]
Peak IR (Investor Relations) Seb Wykeham	[phone]

LEI: ‎254900P4SISIWOR9RH34

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ) is a Main Market listed biotech company developing first in class drugs in the high value and high growth immunology and oncology markets prior to partnering with big pharma.

Roquefort Therapeutics' portfolio consists of five novel patent-protected pre-clinical anti-cancer medicines.  The highly complementary profile of five best-in-class medicines consists of:

·    Midkine antibodies with significant in vivo efficacy and toxicology studies;

·    Midkine RNA therapeutics with novel anti-cancer gene editing action;

·    Midkine mRNA therapeutics with novel anti-cancer approach;

·    STAT-6 siRNA therapeutics targeting solid tumours with significant in vivo efficacy; and

·    MK cell therapy with direct and NK cell-mediated anti-cancer action

For further information on Roquefort Therapeutics, please visit www.roquefortplc.com and @RoquefortTherap on X (formerly Twitter).

The notification below, made in accordance with the requirements of the UK MAR, provides further detail:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Stephen West
2	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Roquefort Therapeutics plc
b)	LEI	254900P4SISIWOR9RH34
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 par value ISIN: GB00BMDQ2T15
b)	Nature of the transaction	Conversion of loan notes into 694,352 ordinary shares
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		4.29 pence per share	694,352
d	Aggregated information - Aggregated volume - Price	-       694,352 -       4.29p
e)	Date of the transactions	7 November 2024
f)	Place of the transactions	London Stock Exchange (XLON); Main Market

The notification below, made in accordance with the requirements of the UK MAR, provides further detail:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ajan Reginald
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Roquefort Therapeutics plc
b)	LEI	254900P4SISIWOR9RH34
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 par value ISIN: GB00BMDQ2T15
b)	Nature of the transaction	Conversion of loan notes into 648,930 ordinary shares
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		4.29 pence per share	648,930
d	Aggregated information - Aggregated volume - Price	-       648,930 -       4.29p
e)	Date of the transactions	7 November 2024
f)	Place of the transactions	London Stock Exchange (XLON); Main Market

The notification below, made in accordance with the requirements of the UK MAR, provides further detail:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dr Darrin Disley
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Roquefort Therapeutics plc
b)	LEI	254900P4SISIWOR9RH34
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.01 par value ISIN: GB00BMDQ2T15
b)	Nature of the transaction	Conversion of loan notes into 519,149 ordinary shares
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		4.29 pence per share	519,149
d	Aggregated information - Aggregated volume - Price	-       519,149 -       4.29p
e)	Date of the transactions	7 November 2024
f)	Place of the transactions	London Stock Exchange (XLON); Main Market

 

END