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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BIOME TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF BIOME TECHNOLOGIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
22 August 2024
Biome technologies plc
("Biome" or the "Company")
Result of Retail Offer
Director dealing
and
Total Voting Rights
Biome Technologies plc is pleased to announce that the Retail Offer launched on 16 August 2024 via REX has now closed.
The Company had intended to raise gross proceeds of £80,000 through the Retail Offer. However, there was significant Shareholder demand in the Retail Offer and, as a result, the Company has increased the size of the Retail Offer to £160,000 through the issue, subject to Shareholder approval at the General Meeting, of 3,200,000 new Ordinary Shares (the "Retail Offer Shares") at an issue price of 5 pence per new Ordinary Shares (the "Issue Price"). Accordingly, the Company has conditionally raised total gross proceeds of approximately £1,110,000 pursuant to the Subscription and the Retail Offer (the "Fundraising").
As a result of the increase in the size of the Retail Offer, in addition to the specific authorities sought by the Directors to allot up to 1,600,000 new Ordinary Shares pursuant to the Retail Offer as contained in the Notice of General Meeting, the Company intends to rely on a portion of the additional authority sought at the General Meeting to allot shares for cash on a non-pre-emptive basis in order to satisfy demand.
Despite this increase in the size of the Retail Offer, it has remained necessary to scale back applications under the Retail Offer so as not to exceed total proceeds of £160,000.
Director participation in the Retail Offer
John Standen, Non-Executive Chairman of Biome, and his spouse Mrs K M Standen, participated in the Retail Offer and will each receive 60,000 Retail Offer Shares at the Issue Price. The FCA notifications, made in accordance with the requirements of UK MAR, are appended below.
Admission and Total Voting Rights
Following Admission of the First Subscription Shares and the Conversion Shares yesterday, the number of Ordinary Shares that the Company has in issue is 29,555,814. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company as at today's date is 29,555,814. 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 Guidance and Transparency Rules.
Conditional on the passing of the Resolutions at the General Meeting, admission of the 3,200,000 Retail Offer Shares and the 18,800,000 Second Subscription Shares to trading on AIM ("Second Admission") is expected to take place at 8.00 a.m. on 5 September 2024 (being in any event no later than 8.00 a.m. on 16 September 2024).
A separate announcement will be made following the General Meeting as to the results of the General Meeting and the total voting rights in the Company following Second Admission.
The person responsible for arranging the release of this announcement on behalf of the Company is Paul Mines, Chief Executive Officer of the Company.
Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the announcement made by the Company on 16 August 2024 regarding the Fundraise.
Enquiries:
| Biome Technologies plc | Tel: +44 (0) 2380 867 100 |
| Paul Mines, Chief Executive Officer Donna Simpson-Strange, Company Secretary | |
| | |
| REX | Info@rexretail.com |
| | |
| Allenby Capital | Tel: +44 (0) 20 3328 5656 |
| David Hart/Alex Brearley/Lauren Wright (Nominated Adviser) | |
| Kelly Gardiner/Tony Quirke (Sales and Corporate Broking) | |
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.
Important Notices
The content of this announcement has been prepared by and is the sole responsibility of the Company.
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. In particular, 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 or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The 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 Retail Offer Shares is being made in the United States. The 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. 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 Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa 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.
REX is a proprietary technology platform owned and operated by Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt") 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 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 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 Peel Hunt 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 Peel Hunt 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. Peel Hunt 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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
All references to time in this announcement are to London time, unless otherwise stated.
It is further noted that the Retail Offer was 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).
The FCA notification, made in accordance with the requirements of UK MAR, is appended below.
Notification 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 | PDMR:
| ||
| 2 | Reason for the notification | |||
| a) | Position/status | See 1a) above | ||
| b)
| Initial notification /Amendment | Initial notification | ||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Biome Technologies plc | ||
| b) | LEI | 213800B9QI14B12TAO51 | ||
| 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 Identification code | Ordinary Shares of 5p in Biome Technologies plc. Identification code (ISIN) for Biome Technologies plc ordinary shares: GB00B9Z1M820
| ||
| b) | Nature of the transaction | Subscription for new Ordinary Shares via Retail Offer
| ||
| c) | Price(s) and volume(s) | Price: 5 pence Volume: 60,000 | ||
| d) | Aggregated information - Aggregated volume - Price | As above
| ||
| e) | Date of the transaction | 16 August 2024 | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | PCA:
| |
| 2 | Reason for the notification | ||
| a) | Position/status | Mrs Standen is a person closely associated with Biome Technologies plc's Non-Executive Chairman, John Standen, who is a person discharging managerial responsibilities | |
| b)
| Initial notification /Amendment | Initial notification | |
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Biome Technologies plc | |
| b) | LEI | 213800B9QI14B12TAO51 | |
| 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 Identification code | Ordinary Shares of 5p in Biome Technologies plc. Identification code (ISIN) for Biome Technologies plc ordinary shares: GB00B9Z1M820
| |
| b) | Nature of the transaction | Subscription for new Ordinary Shares via Retail Offer
| |
| c) | Price(s) and volume(s) | Price: 5 pence Volume: 60,000 | |
| d) | Aggregated information - Aggregated volume - Price | As above
| |
| e) | Date of the transaction | 16 August 2024 | |
| f) | Place of the transaction | Outside a trading venue | |
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