Publication of Circular

Angle PLC

06 June 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION 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 CONTAINS INSIDE INFORMATION.

6 June 2024

ANGLE plc (the "Company")

Publication of Circular

ANGLE plc (AIM: AGL), a world-leading liquid biopsy company, announces a Circular will shortly be published on the Company's website, https://angleplc.com/ (subject to certain access restrictions), and will be posted to Qualifying Shareholders (other than Overseas Shareholders) later today. This follows the Company's announcement on 5 June 2024 confirming the results of the Placing and Subscription. The Circular contains further information on the Company, the Fundraising and the terms and conditions of the Open Offer.

In order to provide Qualifying Shareholders (other than Overseas Shareholders) with an opportunity to participate in the Fundraising at the Issue Price, Qualifying Shareholders (other than Overseas Shareholders) will be invited, subject to the terms and conditions of the Open Offer, to apply for their Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:

1 Open Offer Share for every 19 Existing Ordinary Shares

held by them and registered in their names on the Record Date, rounded down to the nearest whole number of Open Offer Shares.

Qualifying Shareholders (other than Overseas Shareholders) are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Open Offer Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their Basic Entitlement will be apportioned between those Qualifying Shareholders who have applied for an Excess Open Offer Entitlement at the sole and absolute discretion of the Board, provided that no Qualifying Shareholder shall be required to subscribe for more Open Offer Shares than he or she has specified on the Application Form or through CREST.

The latest time and date for acceptance and payment in full under the Open Offer is 11.00 a.m. on 20 June 2024.

Unless otherwise stated, capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the Launch Announcement published by the Company on 5 June 2024.

The Expected Timetable of Principal Events is set out in the Appendix 1 of this announcement.

For further information:

ANGLE plc	[phone]
Andrew Newland, Chief Executive Ian Griffiths, Finance Director
Berenberg (NOMAD, Sole Global Co-ordinator, Joint Bookrunner & Corporate Broker) Toby Flaux, Ciaran Walsh, Milo Bonser, Brooke Harris-Lowing	[phone]
Beech Hill Securities (Joint Bookrunner) George Billington, Thomas Lawrence FTI Consulting (Financial PR) Simon Conway, Ciara Martin Matthew Ventimiglia (US)	[phone] [phone] [phone]

About ANGLE plc

ANGLE is a world-leading liquid biopsy company with innovative circulating tumour cell (CTC) solutions for use in research, drug development and clinical oncology using a simple blood sample. ANGLE's FDA cleared and patent protected circulating tumour cell (CTC) harvesting technology known as the Parsortix® PC1 System enables complete downstream analysis of the sample including whole cell imaging and proteomic analysis and full genomic and transcriptomic molecular analysis.

ANGLE's commercial businesses are focusing on diagnostic products and clinical services. Diagnostic products include the Parsortix® system, associated consumables and assays. The clinical services business is offered through ANGLE's GCLP-compliant laboratories.  Services include custom made assay development and clinical trial testing for pharma.

Over 90 peer-reviewed publications have demonstrated the performance of the Parsortix system. For more information, visit www.angleplc.com

APPENDIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2024
Record Date for entitlements under the Open Offer	6.00 p.m. on 4 June
Announcement of the Fundraising	5 June
Announcement of the result of the Placing and Subscription	5 June
Publication and posting of this document and, to Qualifying Non-CREST Shareholders only, the Application Form	6 June
Ex-entitlement date for the Open Offer	8.00 a.m. on 6 June
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	as soon as possible after 8.00 a.m. on 7 June
First Admission and commencement of dealings in the Placing Shares and the Subscription Shares on AIM	11 June
CREST Members' accounts expected to be credited in respect of Placing Shares and Subscription Shares in uncertificated form	as soon as possible after 8.00 a.m. on 11 June
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 14 June
Latest time and date for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 17 June
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 18 June
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 20 June
Announcement of the result of the Open Offer	21 June
Second Admission and commencement of dealings in the Open Offer Shares on AIM	8.00 a.m. on 24 June
CREST Members' accounts expected to be credited in respect of Open Offer Shares in uncertificated form	as soon as possible after 8.00 a.m. on 24 June
Expected despatch of definitive share certificates for the New Ordinary Shares in certificated form	within 10 Business Days of Second Admission

IMPORTANT NOTICES

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

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, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.

No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

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 (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, the Joint Bookrunners, 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.

Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority subject to limited regulation by the Financial Conduct Authority (the "FCA") in the United Kingdom. JIL is authorised and regulated in the United Kingdom by the FCA. JEG is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht. Beech Hill is authorised and regulated in the United States by the Financial Industry Regulatory Authority. Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. No Joint Bookrunner will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, 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 any Joint Bookrunner 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.

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.

 

END