THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU REGULATION NO. 596/2014) (AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE "UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
19 July 2024
Arecor Therapeutics plc
("Arecor Therapeutics" or the "Company")
Result of Placing and Subscription and PDMR Dealing
Arecor Therapeutics (AIM: AREC), the biopharmaceutical group advancing today's therapies to enable healthier lives, is pleased to announce that following the announcement made earlier today (the "Launch Announcement") regarding the launch of the proposed placing (the "Placing"), it has successfully conditionally placed 5,800,293 new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares") at a price of 90 pence per share (the "Issue Price") to certain institutional investors, other professional investors, including international specialist healthcare funds, and certain Directors of the Company, raising gross proceeds of approximately £5.22 million.
In addition, certain existing Shareholders of the Company, one of whom is a Director, have, in aggregate, conditionally subscribed for 1,155,554 new Ordinary Shares at the Issue Price, raising £1.04 million (the "Subscription").
Together, the Placing and the Subscription will raise gross proceeds of £6.26 million through the issue of 6,955,847 new Ordinary Shares.
Further to the Launch Announcement, certain Directors have participated in the Placing and Subscription ("Director Participation"). The Director Participation comprises approximately £85,000 in aggregate through the issue of 94,442 new Ordinary Shares at the Issue Price.
The Issue Price represents a discount of approximately 2.7 per cent. to the closing mid-market price of 92.5 pence per Ordinary Share on 18 July 2024, being the last practicable date prior to the Launch Announcement.
Panmure Liberum is acting as nominated adviser, joint bookrunner and joint broker, WG Partners is acting as joint bookrunner and joint broker and Beech Hill Securities is acting as placement agent.
Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.
Retail Offer
As announced earlier today, the Company also launched the Retail Offer through the Winterflood Retail Access platform to raise up to a further £1 million of gross proceeds (the "Retail Offer" and together with the Placing and Subscription, the "Fundraising"). The Retail Offer is expected to close at 4:30 p.m. on 22 July 2024, or such later time and date as the Company, Panmure Liberum and Winterflood may agree, the results of which are expected to be announced on 23 July 2024.
Notice of General Meeting
The Fundraising is conditional upon, inter alia, the passing of the Resolutions at the General Meeting which is expected to be held at the offices of Covington & Burling LLP at 1:00 p.m. on 8 August 2024. The Company intends to publish and send a circular to Shareholders in connection with the Fundraising (the "Circular") on or around 23 July 2024. The Circular will also be available on the Company's website: https://arecor.com/.
Admission
Application will be made for the Placing Shares, Subscription Shares and Retail Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 9 August 2024, subject to, amongst other things, the approval of the Resolutions at the General Meeting.
Related Party Transactions
BGF Investment Management Limited
BGF Investment Management Limited ("BGF") is considered to be a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies by virtue of its status as a substantial shareholder of the Company.
BGF has conditionally agreed to subscribe for 1,111,111 Placing Shares at the Issue Price as part of the Placing (the "BGF RPT")
Director participation
The following Directors, all of which are deemed to be a Related Parties pursuant to Rule 13 of the AIM Rules for Companies, have conditionally subscribed for new Ordinary Shares at the Issue Price in the following amounts as part of the Subscription (in respect of Alan Smith) and as part of the Placing (in respect of the other Directors listed below) (the "Directors' RPT"):
| Director | Existing beneficial shareholding | New Ordinary Shares subscribed for | Shareholding on Admission | Shareholding as a percentage of the enlarged share capital upon Admission* | |
| Andy Richards | 223,834 | 27,777 | 251,611 | 0.65% | |
| Sarah Howell | 867,738 | 16,666 | 884,404 | 2.29% | |
| Sam Fazeli | 115,708 | 27,777 | 143,485 | 0.37% | |
| Alan Smith | 181,765 | 22,222 | 203,987 | 0.53% | |
Jeremy Morgan and Christine Soden, being the Directors who are independent of the BGF RPT and the Directors' RPT, having consulted with the Company's nominated adviser, Panmure Liberum, consider that the terms of the BGF RPT and Directors' RPT are fair and reasonable insofar as its shareholders are concerned.
*assuming the Retail Offer is fully subscribed
| Arecor Therapeutics plc Sarah Howell, Ph.D, Chief Executive Officer
| Tel: +44 (0) 1223 426060 Email: info@arecor.com
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| Panmure Liberum Limited (NOMAD, Joint Bookrunner and Joint Broker) Emma Earl, Freddy Crossley, Mark Rogers (Corporate Finance) Rupert Dearden (Corporate Broking)
| Tel: +44 (0) 20 7886 2500 | ||
| Tel: +44 (0) 20 3705 9321
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| Beech Hill Securities, Inc. (Placement Agent) George Billington, Thomas Lawrence
| Tel: +1 212 350 7200
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| ICR Consilium Chris Gardner, David Daley, Lindsey Neville | Tel: +44 (0) 20 3709 5700 Email: arecor@consilium-comms.com
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About Arecor
Arecor Therapeutics plc is a globally focused biopharmaceutical company transforming patient care by bringing innovative medicines to market through the enhancement of existing therapeutic products. By applying our innovative proprietary technology platform, Arestat™, we are developing an internal portfolio of proprietary products in diabetes and other indications, as well as working with leading pharmaceutical and biotechnology companies to deliver therapeutic products. The Arestat™ platform is supported by an extensive patent portfolio.
For further details please see our website, www.arecor.com
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Panmure Liberum, WG Partners or Beech Hill Securities, nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
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 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.
This Announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.
This Announcement does not constitute, or form part of, any offer or any solicitation of an offer to subscribe for any shares or other securities, nor shall it (or any part of it) or the fact of its dissemination form the basis of, or be relied on in connection with, any contract with respect thereto.
Panmure Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Panmure Liberum 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 in relation to the Placing or any other matters referred to in this Announcement.
WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement.
Beech Hill Securities, which is authorised and regulated in the United States by the Financial Industry Regulatory Authority, is acting as a placing agent to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement.
None of Panmure Liberum, WG Partners, Beech Hill Securities, their affiliates nor any of their respective Representatives, 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 for any loss howsoever arising from any use of the Announcement or its contents. Panmure Liberum, WG Partners, Beech Hill Securities, their affiliates and their respective Representatives, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Placing, Subscription and Retail Offer will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
The information below (set out in accordance with the requirements of EU Market Abuse Regulation) provides further detail:
PDMR Notification Forms: conditional upon, inter alia, the passing of the Resolutions at the General Meeting:
| | Details of the person discharging managerial responsibilities / person closely associated | ||||||
| a) | Name | 1) Andy Richards 2) Sarah Howell 3) Sam Fazeli 4) Alan Smith | |||||
| 2 | Reason for the notification | ||||||
| a) | Position/status | 1) Non-Executive Chairman 2) Chief Executive Officer 3) Independent Non-Executive Director 4) 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 | | Arecor Therapeutics plc | ||||
| b) | LEI | | 98450093D12I3A8DDD58
| ||||
| 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 1 pence each | ||||
| Identification code | | ISIN: GB00BMWLM973 | |||||
| | | | |||||
| b) | Nature of the transaction | | Subscription of new Ordinary Shares | ||||
| c)
| Price(s) and volume(s) | | | | | | |
| | | | Price(s) | Volume(s) | | ||
| | | 1) | 90 pence | 27,777 | | ||
| | | 2) | 90 pence | 16,666 | | ||
| | | 3) | 90 pence | 27,777 | | ||
| | | 4) | 90 pence | 22,222 | | ||
| | | | | | | ||
| d)
| Aggregated information Aggregate volume Price |
94,442 Ordinary Shares 90 pence | |||||
| | | | |||||
| e) | Date of the transaction | 19 July 2024 | |||||
| f) | Place of the transaction | Outside of a trading venue | |||||
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