4 April 2024
Sareum Holdings plc
("Sareum" or the "Company")
Completion of Equity Fundraise
Admission and Total Voting Rights
Sareum Holdings plc is pleased to announce that, further to its announcements of 28 March 2024 and 2 April 2024, the Placing, Subscription, Director Subscription and WRAP Retail Offer will complete today, raising gross proceeds of £2.29m through the issue of, in aggregate, 22,889,733 new Ordinary Shares at the Placing Price of 10 pence per new Ordinary Share (the "Fundraising Shares").
Placing, Subscription and Director Subscription
Further to its announcement on 28 March 2024, the Company has raised gross proceeds of £1.17m through the issue of a total of 11,700,000 Fundraising Shares at the Placing Price, comprising 9,550,000 Placing Shares pursuant to the Placing by Hybridan LLP, 2,055,000 Subscription Shares pursuant to the Subscription by certain high net worth individuals and 195,000 new Ordinary Shares pursuant to the Director Subscription (of which 100,000 new Ordinary Shares were settled via the WRAP Retail Offer in respect of Dr Stephen Parker's subscription and 95,000 new Ordinary Shares are being issued via a direct subscription with the Company).
Enlarged WRAP Retail Offer
Further to its announcement on 2 April 2024, the Company is also pleased to confirm the completion of the significantly oversubscribed WRAP Retail Offer, which closed at 12:00 BST on 2 April 2024, raising gross proceeds of £1.12m through the issue of a total of 11,189,733 Fundraising Shares at the Placing Price.
Adviser Fees Shares and Director Salary Deferral
In addition to the Fundraising Shares, as announced on 28 March 2024, the Company will also today issue 576,698 Salary Conversion Shares in lieu of amounts owed to certain Directors from historically deferred salaries and 450,000 Adviser Fee Shares to certain advisers to settle amounts due in respect of professional fees.
Admission and Total Voting Rights
The Company has applied for a total of 23,916,431 new Ordinary Shares to be admitted to trading on AIM at 8:00 a.m. on 5 April 2024 ("Admission") pursuant to the Fundraising Shares, the Salary Conversion Shares and the Adviser Fee Shares ("New Ordinary Shares").
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, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after Admission.
Following Admission, the total number of Ordinary Shares in issue will be 95,678,309 and the total number of voting rights will therefore be 95,678,309, and this figure 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 a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcements made by the Company at 07:00 a.m. on 28 March 2024.
For Further Information:
| Sareum Holdings plc Tim Mitchell, CEO Lauren Williams, Head of Investor Relations
| 01223 497700 ir@sareum.co.uk |
| Strand Hanson Limited (Nominated Adviser) James Dance / James Bellman
| 020 7409 3494 |
| Hybridan LLP (Joint Corporate Broker and Sole Broker to the Placing) Claire Noyce
| 020 3764 2341 |
| Consilium Strategic Communications (Financial PR) Jessica Hodgson / Davide Salvi / Kumail Waljee | 0203 709 5700 |
Further information on the Company can be found on its website at https://sareum.com/.
The Company's LEI is 213800PKERN2DY8FFM72.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
The notification below is made in accordance with the requirements of the EU's Market Abuse Regulation:
PDMR Notification Form:
The below form is disclosed in accordance with the requirements of the EU's Market Abuse Regulation and in relation to certain dealings by directors pursuant to the Director Subscription and issue of Salary Conversion Shares:
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Tim Mitchell | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | Chief Executive Officer | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Sareum Holdings plc | ||||||
b) | LEI: | 213800PKERN2DY8FFM72 | ||||||
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)b) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings plc GB00B02RFS12 | ||||||
| | Nature of the transaction: | 1. Purchase of shares 2. Conversion of debt into ordinary shares | ||||||
c) | Price(s) and volume(s):
|
| ||||||
d) | Aggregated information: · Aggregated volume: · Price: |
271,359 10 pence per ordinary share | ||||||
e) | Date of the transaction: | 28 March 2024 | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Stephen Parker | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | Non-Executive Chairman | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Sareum Holdings plc | ||||||
b) | LEI: | 213800PKERN2DY8FFM72 | ||||||
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)b) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings plc GB00B02RFS12 | ||||||
| | Nature of the transaction: | 1. Purchase of shares 2. Conversion of debt into ordinary shares | ||||||
c) | Price(s) and volume(s):
|
| ||||||
d) | Aggregated information: · Aggregated volume: · Price: |
204,854 10 pence per ordinary share | ||||||
e) | Date of the transaction: | 28 March 2024 | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Clive Birch | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | Non-Executive Director | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Sareum Holdings plc | ||||||
b) | LEI: | 213800PKERN2DY8FFM72 | ||||||
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)b) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings plc GB00B02RFS12 | ||||||
| | Nature of the transaction: | 1. Purchase of shares 2. Conversion of debt into ordinary shares | ||||||
c) | Price(s) and volume(s):
|
| ||||||
d) | Aggregated information: · Aggregated volume: · Price: |
74,126 10 pence per ordinary share | ||||||
e) | Date of the transaction: | 28 March 2024 | ||||||
f) | Place of the transaction: | Outside a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | John Reader | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Chief Scientific Officer | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Sareum Holdings plc | ||||
b) | LEI: | 213800PKERN2DY8FFM72 | ||||
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)b) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 0.0125 pence each in the share capital of Sareum Holdings plc GB00B02RFS12 | ||||
| | Nature of the transaction: | Conversion of debt into ordinary shares | ||||
c) | Price(s) and volume(s):
|
| ||||
d) | Aggregated information: · Aggregated volume: · Price: |
N/A Single Transaction | ||||
e) | Date of the transaction: | 28 March 2024 | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
Important Notices
The content of this announcement has been prepared by and is the sole responsibility of the Company
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The WRAP Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares is being made in the United States. The WRAP Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
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, 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.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
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. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
It is further noted that the WRAP Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
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