Result of General Meeting

Aptamer Group PLC

17 August 2023

 

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE 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.

17 August 2023

Aptamer Group plc

("Aptamer Group", "APTA" or the "Company")

Result of General Meeting

Update on Fundraise, Strategy, Board Changes, Change of Broker, Broker Research Marketing Communication and PDMR Dealings

Aptamer Group (AIM:APTA), the developer of novel Optimer® binders to enable innovation in the life sciences industry, is pleased to announce that, further to the Company's announcement on 31 July 2023, at its general meeting held today, all resolutions were passed.

Accordingly, all of the proposals set out in the circular dated 31 July 2023 will proceed.

Fundraise

Further to the Company's announcement on 31 July 2023, following shareholder approval at the general meeting today, the Company has successfully raised £3.6 million (before costs) by way of a Placing and Subscription.  The Company intends to use the net proceeds of the Fundraise for working capital purposes, with the aim of reaching an EBITDA and cash break even position within two years.

In aggregate, 370,000,000 new Ordinary Shares have been issued at a price of 1p each in connection with the Fundraise, of which 10,318,390 new Ordinary Shares were admitted to trading on AIM on 4 August 2023 and the remaining 359,681,610 new Ordinary Shares are expected to be admitted to trading on AIM on 21 August 2023.

Certain of the existing Directors, all of the of Proposed Directors and certain senior managers have participated in the Fundraise, contributing £269,900 in aggregate to the total raised.  Following completion of the Fundraise, the continuing board and certain senior managers will hold in aggregate approximately 12.37 per cent of the issued share capital.

Strategy

The Company will focus on tight costs discipline with the intention of reaching an EBITDA and cash break even position within two years. 

Consequently, budgeted costs for premises, overheads and development, directors and staff are targeted to be reduced from approximately £6.4 million (unaudited) in the year ended 30 June 2023 to approximately £3.5 million for the current financial year.  This reset of the cost base is expected to be completed by the end of September 2023 with a reduction in operational headcount to the level required to meet forecasted revenues over the next several years. 

Research and development activities will focus on process improvements to reduce delivery timelines or increase margins, cost reduction activities, and driving recurring revenues through customer support.  It is intended that higher risk development work will in whole or part be funded via grants and collaborations that will be sought to minimise the impact on working capital requirements. 

In order to achieve EBITDA and cash break even position during the year ending 30 June 2025, the Company is targeting revenue of £3.0 million for the current financial year, rising to £6.0 million for the year ending 30 June 2026.  These figures are significantly lower than previous targets and reflect a change of emphasis in setting expectations.  These revised targets are mainly based on expectations of fee-for-service revenues for contract research, with minimal expectation for licensing revenues. 

Aptamer's model will remain to use its contract research relationships as a platform to build lower-risk fee-for-service revenues and horizon scan for material licence fee opportunities.  Under the revised strategy, the Company's focus will be on developing the core fee-for-service revenues to achieve profitability.  The Company has already announced the signing of four contracts with a combined value of up to £507,000 for the current financial year (subject to ongoing commercial and scientific attrition), which form part of a current rolling pipeline of £2.2 million (which is risk adjusted for commercial and scientific attrition) across 30 discrete projects. 

Aptamer will continue to target opportunities to licence its technology to the developers of diagnostic tests and therapeutics.  If successful, these opportunities have the potential to generate material recurring revenue streams.  Since IPO, Aptamer has found that whilst there is significant appetite for its technology, reaching and securing licensing agreements is taking much longer than anticipated and can be impacted by factors outside the Group's control.  Hence, the Group is re-focusing its efforts to ensure that it is sustainable on a lower level of fee-for-service work, whilst retaining the potential upside from these longer-term opportunities.

Board Changes

With effect from 21 August 2023, the board will comprise:

·    Stephen Hull (Executive Chairman)

·    Dr Arron Tolley (Chief Technical Officer)

·    Dr David Bunka (Chief Scientific Officer)

·    Dean Fielding (Independent Non-Executive Director)

·    Dr Adam Hargreaves (Independent Non-Executive Director).

In addition, on the senior leadership team, Andrew Rapson, the current Head of Finance, will become Chief Financial Officer and Alastair Fleming remains as Chief Operating Officer.

The resignations of Dr Ian Gilham (Executive Chairman), Dr Rob Quinn (Interim Chief Executive Officer and Chief Financial Officer), Dr John Richards (Non-Executive Director) and Angela Hildreth (Non-Executive Director) take effect from Second Admission (scheduled for 8.00am on 21 August 2023).

The Company intends to appoint a Chief Executive Officer when appropriate to do so.

Further information on the new directors and the participation of existing Directors, Proposed Directors and senior managers in the Fundraise, are set out at the end of this announcement.

Change of Broker

With immediate effect, Turner Pope Investments (TPI) Limited ("Turner Pope") has been appointed as the Company's sole broker.

Broker Research Marketing Communication

Turner Pope published a research marketing communication on the Company on 31 July 2023, which is available by registering at https://forms.office.com/e/fHknMG5Fn7

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the admission of the Conditional Placing Shares, Subscription Shares and Settlement Shares, a total of 359,681,610 shares, to trading on AIM ("Admission"). 

Admission is expected to occur on or around 8.00 a.m. on 21 August 2023. 

Following Admission the Company will have 439,091,717 ordinary shares of £0.001 each in issue.  The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights.  Therefore, this figure represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Rules.

Steve Hull, Proposed Executive Chairman, commented:

"We are delighted to have completed this £3.6m fundraise, which provides a platform for the Company to focus on its near-term strategy, implementing tight costs discipline with the intention of reaching an EBITDA and cash break even position within two years.  I am very pleased with the support shown by both departing Directors and incoming Directors in participating in the Fundraise, contributing £269,900 in total.  I'd also like to take the opportunity to thank the outgoing board."

For further information, please contact:

Aptamer Group plc Dr Rob Quinn	[phone]
SPARK Advisory Partners Limited - Nominated Adviser   Andrew Emmott / Mark Brady / Adam Dawes	[phone]
Turner Pope Investments (TPI) Ltd - Broker James Pope / Andrew Thacker	[phone]
Consilium Strategic Communications Matthew Neal / Lucy Featherstone [e-mail]	[phone]

Unless otherwise indicated, capitalised terms in this announcement have the meaning given to them in the Company's announcement dated 31 July 2023.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

About Aptamer Group plc

Aptamer develops custom affinity binders through its proprietary Optimer^® platform to enable new approaches in therapeutics, diagnostics, and research applications.  The Company strives to deliver transformational solutions that meet the needs of life science researchers and developers through the use of its proprietary Optimer platform.

Optimer binders are oligonucleotide affinity ligands that can function as an antibody alternative.  The global affinity ligand market is currently worth over $170 billion.  Optimer binders are engineered to address many of the issues found with alternative affinity molecules, such as antibodies, and offer new, innovative solutions to bioprocessing, diagnostic and pharmaceutical scientists.

Aptamer has successfully delivered projects for global pharma companies, diagnostic development companies, and research institutes covering a range of targets and applications with the objective of establishing royalty-bearing licenses.  Through the unique Optimer technology and processes, scientists and collaborators can make faster, more informed decisions that support discovery and development across the Life Sciences.

Directors', Proposed Directors' and senior managers' participation in the Fundraise

As previously announced, the following Directors, Proposed Directors and senior managers (PDMRs) participated in the Fundraise:

Name	Number of Shares in the Fundraising	Amount	Shareholding on Admission	Percentage of enlarged share capital
Directors
Dr Ian Gilham (Executive Chairman)	2,000,000	£20,000	2,021,367	0.46
Dr Rob Quinn (Interim Chief Executive Officer and Chief Financial Officer)	2,000,000	£20,000	2,000,000	0.46
Dr David Bunka (Chief Scientific Officer)	1,000,000	£10,000	13,524,200	3.08
Proposed Directors
Stephen Hull (Proposed Executive Chairman)*	1,000,000	£10,000	3,786,400	0.86
Dr Arron Tolley (Proposed Chief Technical Officer)	1,000,000	£10,000	16,794,200	3.82
Dean Fielding (Proposed Non-Executive Director)	1,490,000	£14,900	1,727,400	0.39
Dr Adam Hargreaves (Proposed Non-Executive Director)	17,500,000	£175,000	17,500,000	3.99
Senior managers (PDMRs)
Andrew Rapson (CFO)	500,000	£5,000	500,000	0.11
Alistair Fleming (COO)	500,000	£5,000	500,000	0.11
Total	26,990,000	£269,900	58,353,567	13.29

* includes 1,350,000 shares held by Mrs Valerie Hull, the wife of Mr Stephen Hull

Further Disclosure regarding the Proposed Directors

Stephen (Steve) Hull - Executive Chairman (aged 69 years)

Steve is an experienced company director and entrepreneur, having started, acquired, developed and successfully exited a number of businesses.  He was previously chairman of Aptamer Group until the IPO in December 2021.

Dr Arron Tolley - Chief Technology Officer (aged 45 years)

Arron is the founder of Aptamer Group and was CEO from 2008 - 2023.  Arron holds a Ph.D.  in Molecular Biology and Biophysics from the University of Leeds and a B.Sc.  in Molecular Medicine.  Arron has over 19 years' experience in the field of nucleic acid biology and has expertise in the development of aptamers against multiple target types, including complex cellular targets in model disease systems.  Arron led the growth of the company from a small laboratory built in the basement of his house to a successful aptamer development company.  Arron led the business through various stages of growth, and funding, including the AIM IPO in December 2021.  Arron has extensive experience in business development, business administration and translational science and holds an honorary professorship for translational science and entrepreneurship from the University of Surrey.

Dean Fielding - Independent Non-Executive Director (aged 57 years)

Dean is an independent non-executive director and chair of the audit committee at The Property Franchise Group plc.  He was previously Group Finance Director of LSL Property Services plc, Finance Director of Your Move and a non-executive director of Hunters Property plc, in addition to a variety of consultancy and other non-executive roles.

Dr Adam Hargreaves - Independent Non-Executive Director (aged 44 years)

Dr Adam Hargreaves is the founder of PathCelerate Limited, a contract research pharmaceutical efficacy and safety company.  Spanning a 20-year career, he previously worked for AstraZeneca, and has interests and skills in preclinical and translational small molecule, biologic, and RNA-based pharmaceuticals.  PathCelerate has provided preclinical and clinical drug discovery and development assistance to a number of global pharmaceutical companies, in addition to a wide and diverse range of small- and medium-sized biotechnology and medical device firms; assisting in the generation of numerous Investigational New Drug and Clinical Trial Application submissions.

Adam is a Fellow of the Royal College of Pathologists and is a board-certified Diplomate of the American College of Veterinary Pathology.  His PhD research encompassed oncology medicine safety and he has held posts including President of the British Society of Toxicologic Pathology and Visiting Professor at the University of Surrey, where he lectures in pharmaceutical efficacy and safety.  He is a keen investor in small-cap drug discovery and biotechnology AIM stocks, and takes a particular interest in how such companies attract both retail and institutional investment via portfolio expansion and pertinent news flow.

Directorships and former directorships

Stephen Hull (aged 69):

Current directorships and/or partnerships	Former directorships and/or partnerships (within the last five years):
SVG property investments ltd SVG properties llp Stonegrave construction limited Stonegrave properties limited	Noverre limited

Dr Arron Craig Tolley (aged 45):

Current directorships and/or partnerships	Former directorships and/or partnerships (within the last five years):
Aptamer Diagnostics Limited Aptamer Diagnostics Limited Aptamer Solutions Limited	Aptamer Therapeutics Limited Aptasort Limited

Dr Adam Hargreaves (aged 44):

Current directorships and/or partnerships	Former directorships and/or partnerships (within the last five years):
Pathcelerate Limited

Dean Andrew Fielding (aged 57):

Current directorships and/or partnerships	Former directorships and/or partnerships (within the last five years):
The Cyrenians Ltd Dexters London Limited The Property Franchise Group plc D.  Fielding Limited	Hunters Property plc

Save as disclosed above, there are no further disclosures in relation to the new directors pursuant to Schedule 2(g) of the AIM Rules for Companies.

The following disclosures are made in accordance with the requirements of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time, and provide detail in relation to the purchase of ordinary shares by directors and other PDMRs in the Company.

NOTIFICATIONS 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 David Bunka
2	Reason for the notification
a)	Position/status	Executive Director - PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aptamer Group plc
b)	LEI	213800Y4XGH3WJNBE686
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	Ordinary shares of £0.001 each
	Identification code	GB00BNRRP542
b)	Nature of the transaction	Acquisition of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 1,000,000
d)	Aggregated information	n/a
	- Aggregated volume
	- Price
e)	Date of the transaction	31 July 2023
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dr Arron Tolley
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aptamer Group plc
b)	LEI	213800Y4XGH3WJNBE686
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	Ordinary shares of £0.001 each
	Identification code	GB00BNRRP542
b)	Nature of the transaction	Acquisition of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 1,000,000
d)	Aggregated information	n/a
	- Aggregated volume
	- Price
e)	Date of the transaction	31 July 2023
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alistair Fleming
2	Reason for the notification
a)	Position/status	COO - PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aptamer Group plc
b)	LEI	213800Y4XGH3WJNBE686
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	Ordinary shares of £0.001 each
	Identification code	GB00BNRRP542
b)	Nature of the transaction	Acquisition of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 500,000
d)	Aggregated information	n/a
	- Aggregated volume
	- Price
e)	Date of the transaction	31 July 2023
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Rapson
2	Reason for the notification
a)	Position/status	CFO - PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aptamer Group plc
b)	LEI	213800Y4XGH3WJNBE686
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	Ordinary shares of £0.001 each
	Identification code	GB00BNRRP542
b)	Nature of the transaction	Acquisition of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 500,000
d)	Aggregated information	n/a
	- Aggregated volume
	- Price
e)	Date of the transaction	31 July 2023
f)	Place of the transaction	Off market

 

END