Publication of Prospectus

RNS Number : 9449V

Roquefort Investments PLC

16 December 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED ‎STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA ‎(OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD ‎CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. ‎

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ‎OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON ‎TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION.‎

16 December 2021

Roquefort Investments plc

("Roquefort Investments" or the "Company")

Publication of Prospectus

Roquefort Investments (LSE:ROQ), the London listed investment company established to acquire businesses focused on early-stage opportunities in the medical biotechnology sector , is pleased to announce that, further to the conditional share sale and purchase agreement (the "Acquisition Agreement") with Provelmare Holding S.A. as announced on 18 November 2021, the Company has today published its Prospectus in relation to the proposed acquisition of Lyramid Pty Limited ("Lyramid"), the conditional placing for new Ordinary Shares to raise gross proceeds of £3 million (the "Placing") and the issue of Consideration Shares (as described below).

As announced on 18 November 2021 the Company entered into the Acquisition Agreement pursuant to which Roquefort Investments agreed to acquire the entire issued share capital of Lyramid for an initial consideration of a cash payment of £500,000 and the issue of 5,000,000 new ordinary shares ("Consideration Shares") (the "Acquisition"). The Acquisition is conditional, inter alia, on Admission (as described below) and a successful Placing.

The net proceeds of the Placing after expenses are estimated at £2,563,492 (the "Net Placing Proceeds"). The Net Placing Proceeds, together with existing cash, are intended to be used to fund the cash component of the consideration for the Acquisition, pre-clinical drug development and working capital.

The Prospectus and an electronic copy of the Prospectus has been made available on the Company's website ( www.roquefortinvest.com ) The Prospectus will also be available for inspection at the National Storage Mechanism website:  ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).

The Company also confirms that it has today allotted the 5,000,000 Initial Consideration Shares and the 30,000,000 Placing Shares ("New Ordinary Shares"), conditionally on the re-admission of the Existing Ordinary Shares ‎and the admission of the New Ordinary Shares ‎to the Official List by way of a Standard Listing ‎and to trading on the London Stock Exchange's ‎Main Market for listed securities‎ ("Admission") at the issue price of £0.10 per New Ordinary Share.

Applications are being made to the FCA and to the London Stock Exchange for the re-admission of the Existing Ordinary Shares and for admission of the New Ordinary Shares ‎to the Official List by way of a Standard Listing ‎and to trading on the London Stock Exchange's ‎Main Market for listed securities.

It is expected that Admission will become effective at or around 8.00 a.m. on 21 December 2021 and that dealings in the New Ordinary Shares will commence at that time and that trading in the Existing Ordinary Shares will resume at that time.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company and will on issue be free of all claims, liens, charges, encumbrances and equities.

The Company confirms that with effect from Admission, the Company's issued share capital will comprise 71,900,000 ordinary shares of £0.01 each, with each share carrying the right to one vote. The Company does not hold any ordinary shares in treasury.

The above figure of 71,900,000 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.

Terms used in this announcement shall, unless the context otherwise requires, be as defined in the ‎announcement published by the Company on 18 November 2021 in relation to the Acquisition of Lyramid ‎and the Placing‎.‎

Expected Timetable of Principal Events

Publication of the Prospectus 16 December 2021

Completion of Acquisition                                                                               21 December 2021

Issue of New Ordinary Shares                                                                         21 December 2021

Admission and commencement of dealings                                                 8.00 a.m. on 21 December 2021

Ordinary Shares to be issued in uncertificated form credited

to stock accounts in CREST                                                                              21 December 2021

Ordinary Share certificates (for Placing Shares) despatched

in week commencing                                                                                        3 January 2022

All times are London times unless stated otherwise

Stephen West, Executive Chairman, commented:

"We're delighted to issue shareholders with the Prospectus in relation to the proposed acquisition of Lyramid.  This is a transformative transaction for Roquefort Investments and one which sets the Company on an exciting journey as Lyramid continues to progress its pre-clinical drug development programme around Midkine-based therapeutics.

We thank shareholders for their support through the process, as demonstrated by the strong demand for the recent Placing, and we look forward to the recommencement of trading next week."

Enquiries:

Roquefort Investments plc
Stephen West (Chairman)	[phone]
Buchanan (Public Relations) Ben Romney / Jamie Hooper Optiva Securities Limited (Broker)	[phone]
Christian Dennis	[phone]

For further information, please visit www.roquefortinvest.com and @roquefortinvest on Twitter.

LEI: ‎254900P4SISIWOR9RH34

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended‎ ("MAR"). Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

 

END

 

 

PDIQQLFFFLLLFBF