Results of Placing and Subscription

RNS Number : 3951G

NetScientific PLC

26 May 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE ORDINARY SHARES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

26 May 2017

NetScientific plc

Results of Placing and Subscription

NetScientific plc (AIM:NSCI) (the "Company"), the transatlantic healthcare IP commercialisation Group, is pleased to announce the completion of commitments under the Placing and Subscription announced on 25 May 2017 to raise a total of £8.1 million in new funds.

Commitments have been obtained to subscribe for a total of 14,083,332 Placing Shares and 3,833,330 Subscription Shares from existing and new institutional and other investors at an issue price of 45.0 pence per new Ordinary Share (the "Issue Price") to raise a total of £8.1 million for the Company (before expenses).  The Placing Shares and Subscription Shares together represent approximately 35.1 per cent. of the issued ordinary share capital of the Company prior to the Placing and Subscription.  The Issue Price represents a discount of 15.1 per cent. to the Company's mid-market closing price as at 24 May 2017, being the last practicable day before the announcement of the Placing and Subscription.

The net proceeds of the Placing and Subscription are principally to continue the acceleration of the development of the Company's actively managed portfolio companies, and advance these toward commercialisation and potential exit opportunities. NetScientific's actively managed portfolio companies are Vortex, Glycotest, Wanda and ProAxsis.  The Company also holds a minority position in PDS Biotechnology.

The Additional Fundraising of up to 3,333,333 New Ordinary Shares at 45.0 pence per Ordinary Share to raise up to approximately £1.5 million will close at 11.00 a.m. on Friday 9 June 2017. The Additional Fundraising will be by way of a private placing or subscription at the Directors' discretion, and is not open to the public.

Completion of the Placing, Subscription and Additional Fundraising remain subject, inter alia, to the passing of the Resolutions at the General Meeting and to the Admission of the New Ordinary Shares to trading on AIM.  A circular to shareholders convening the General Meeting is expected to be posted on Friday 26 May 2017, and will also be available on the Company's website at the same time at http://www.netscientific.net/. Stifel Nicolaus Europe Limited ("Stifel") is acting as nominated adviser and bookrunner to the Company.  Liberum Capital Limited ("Liberum") is acting as placing agent to the Company. It is expected that Admission will become effective and that dealings in the New Ordinary Shares on AIM will commence at 8.00 a.m. on or around Tuesday 13 June 2017 (or such later date as the Company, Stifel and Liberum may agree, provided that such date does not extend beyond 8.00 a.m. on 30 June 2017).

The capitalised terms used in this announcement have the meaning as defined in the announcement published by the Company on 25 May 2017 unless otherwise stated.

Francois R. Martelet, M.D., Chief Executive Officer of NetScientific, said:

"We are delighted to have raised £8.1 million in funds from existing and new investors. This new finance will most importantly allow us to continue to support our portfolio of companies, several of which are approaching critical commercial inflection points. More broadly, it will allow us to invest in new pipeline opportunities and further develop our infrastructure. The capital we have raised will underpin the delivery of life-changing innovation to patients and value to shareholders through these dynamic companies. We would like to thank our existing shareholders for their support and look forward to working with our new investors as we move through the next critical stage of our development."

Related Party Transaction

The commitments of Woodford Investment Management Ltd ("Woodford") and Invesco Asset Management Limited ("Invesco") in the Placing, which have now been confirmed, constitute related party transactions under the AIM Rules for Companies by virtue of Woodford and Invesco each being a substantial shareholder in the Company. The Directors consider, having consulted with Stifel, the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as the Company's Shareholders are concerned. Woodford has committed to an investment of 8,027,777 New Ordinary Shares at the Issue Price and Invesco has committed to an investment of 4,444,444 New Ordinary Shares at the Issue Price.

Inside Information

This announcement contains inside information. The person responsible for arranging for the release of this announcement on behalf of the Company is Ian Postlethwaite, the Company's Chief Financial Officer.

A copy of this announcement has been posted on the Company's website at http://www.netscientific.net/

For more information, please contact:

NetScientific plc
François R. Martelet, M.D., CEO			Tel: [phone]
Ian Postlethwaite, CFO
Stifel Nicolaus Europe Limited (NOMAD, broker and bookrunner)			Tel: [phone]
Jonathan Senior / David Arch / Ben Maddison
Liberum Capital Limited  (placing agent)			Tel: [phone]
David Parsons / Christopher Britton
Consilium Strategic Communications Mary-Jane Elliott / Jessica Hodgson / Chris Welsh / Laura Thornton [e-mail]		Tel: [phone]

About NetScientific

NetScientific is a transatlantic healthcare technology group with an investment strategy focused on sourcing, funding and commercialising technologies that significantly improve the health and well-being of people with chronic diseases. For more information, please visit the website at www.netscientific.net

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of, the Company.

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000.

This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the EU prospectus directive (which means directive 2003/71/EC, as amended from time to time, including directive 2010/73/EC, and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive") ("Qualified Investors"); and (b) persons in the United Kingdom who are qualified investors and (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (ii) are persons falling within Article 48(2) ("Certified High Net Worth Individuals") of the Order; (iii) are persons falling within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (iv) are persons to whom it may otherwise be lawfully communicated; or (c) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated by the FCA in the United Kingdom and is acting exclusively as nominated adviser and bookrunner to the Company (for the purposes of the AIM Rules for Companies) and no one else in connection with Admission, the Placing and the matters set out in this announcement.  Stifel will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Stifel nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any recipient of this announcement, no liability is accepted by Stifel for the accuracy of any information or opinions contained in this announcement or for omissions of any material information for which it is not responsible.  Stifel is not making any representation or warranty, express or implied, as to the contents of this announcement.  The responsibilities of Stifel as the Company's nominated adviser and bookrunner solely for the purposes of the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to invest in the Company in reliance on any parts of this announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no other person in connection with the Placing.  Liberum will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Liberum nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any person to whom this announcement is issued, no liability is accepted by Liberum for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible.  Liberum is not making any representation or warranty, express or implied, as to the contents of this announcement.

This document may not be published, distributed, forwarded or transmitted directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.

The New Ordinary Shares described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The New Ordinary Shares are being offered only outside of the United States in reliance on Regulation S under the US Securities Act.

Furthermore, the New Ordinary Shares have not been and will not be registered under the applicable laws of any of Canada, Australia, Japan or the Republic of South Africa or of any other jurisdiction where to do so would be unlawful and, consequently, may not be offered or sold to any national, resident or citizen thereof. The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

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