TIDMABDX
RNS Number : 2521U
Abingdon Health PLC
01 December 2021
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, NEW ZEALAND, 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 OF THIS ANNOUNCEMENT.
1 December 2021
Abingdon Health plc
("Abingdon Health", the "Group" or the "Company")
Result of Placing, Subscription and PrimaryBid Offer
York, U.K. 1 December 2021: Abingdon Health plc (AIM: ABDX), a
leading international developer and manufacturer of high quality
and effective rapid tests, is pleased to announce that, further to
the announcement made on 1 December 2021 regarding the Fundraising
(the "Launch Announcement"), it has conditionally raised gross
proceeds of approximately GBP5.5 million via the Placing, the
Subscription and the PrimaryBid Offer from existing and new
investors at the Issue Price of 25 pence per share.
A total of 18,800,000 Placing Shares (comprising 4,784,955 First
Placing Shares and 14,015,045 Second Placing Shares) have been
placed by Singer Capital Markets Securities Limited at an Issue
Price of 25 pence per Placing Share to raise gross proceeds for the
Company of GBP4.7 million. The gross proceeds of the Placing
includes a subscription for approximately GBP0.5 million of Placing
Shares by the Participating Directors.
In addition to the Placing, one of the Company's Shareholders
has subscribed for 1,200,000 Subscription Shares at the Issue
Price, to raise further gross proceed for the Company of
GBP300,000. Concurrent with the Placing and the Subscription,
certain investors have also subscribed for 2,000,000 PrimaryBid
Shares, raising gross proceeds of GBP0.5 million.
The Placing Shares, Subscription Shares and PrimaryBid Shares
together represent approximately 23.0 per cent. of the existing
issued share capital of the Company.
The net proceeds receivable by the Company from the Placing,
Subscription and PrimaryBid Offer, together with the net proceeds
from the Open Offer once closed, will be used to support the
Company's working capital position as well as investment in new
product development as set out in the Launch Announcement.
The First Placing is conditional upon, amongst other things,
First Admission becoming effective. The Second Placing, the
Subscription and the PrimaryBid Offer are conditional upon, amongst
other things, the passing of the Resolutions to be proposed at a
general meeting of Shareholders to be held at 10:30 a.m. on 20
December 2021 at the offices of Abingdon Health plc, York Biotech
Campus, Sand Hutton, York, YO41 1LZ (the "General Meeting"). The
Placing is also conditional on the Placing Agreement not being
terminated in accordance with its terms.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement, unless the context provides otherwise.
Dr. Chris Hand, Chairman of Abingdon Health plc, said:
"I would like to thank our existing shareholders for their
support and welcome new investors to the company. We are also
pleased to be launching the open offer, thereby providing an
opportunity for our wider shareholder base to participate in the
fundraising.
"The proceeds from the fundraising will provide us with the
further funding we need for investment in working capital ahead of
anticipated order inflow and also enable us to capitalise on new
and exciting growth opportunities in our markets. The last twelve
months have clearly been challenging for us, however, throughout
this period our enthusiasm for the role that lateral flow tests can
play in combatting COVID-19 and other multiple diseases and for
other on-site testing needs remains undiminished. We look forward
to updating both our existing Shareholders and new investors on our
progress."
Participation by the Participating Directors in the Placing,
Shareholder Subscription and Related Party Transactions
The Participating Directors have participated in the Second
Placing. The number of Second Placing Shares conditionally
subscribed for by each of the Participating Directors pursuant to
the Second Placing, and their resulting shareholdings on Second
Admission are set out below:
Participating Number of Number of Number of Percentage
Director(*) Existing Second Placing Ordinary of Ordinary
Ordinary Shares subscribed Shares held Shares on
Shares for on Second Second Admission**
Admission
Dr Chris Hand
(Chairman) 11,228,868 999,599 12,228,467 10.0%
----------- ------------------- ------------- --------------------
Chris Yates
(CEO) 6,513,844 1,000,000 7,513,844 6.2%
----------- ------------------- ------------- --------------------
(*) neither of the Participating Directors intends to take up
their respective Open Offer Entitlements under the Open Offer (**)
assuming all of the Open Offer Shares are taken up in full under
the Open Offer
In addition, Max Duckworth is indirectly a substantial
shareholder (as defined in the AIM Rules) in the Company and a
former Director of the Company. Mr Duckworth has also participated
in the Fundraising via the Subscription. The number of Subscription
Shares allotted to Mr Duckworth and his resultant shareholdings on
Second Admission are set out below:
Participating Number of Existing Number of New Number of Percentage
Shareholder(*) Ordinary Shares Subscription Ordinary of Ordinary
Shares subscribed Shares held Shares on
for on Second Second Admission**
Admission
Max Duckworth 13,379,388* 1,200,000 14,579,388 12.0%
------------------- ------------------- ------------- --------------------
(*) Mr Duckworth's existing interests in Ordinary Shares are
held via Thornapple LLP and CatenaLucis LLC, in which Mr Duckworth
holds equity interests. CatenaLucis LLC and Thornapple LLP hold
7,266,264 Ordinary Shares (7.59% of the Company's current issued
share capital) and 6,113,124 Ordinary Shares (6.39% of the
Company's current issued share capital) respectively. Neither
CatenaLucis LLC nor Thornapple LLP intend to take up their
respective Open Offer Entitlements under the Open Offer.
(**) assuming all of the Open Offer Shares are taken up in full
under the Open Offer.
The participation of the Participating Directors in the Placing
and the Subscription by Max Duckworth for Subscription Shares (as a
Substantial Shareholder under the AIM Rules and a former director
of the Company within the last twelve months) constitute related
party transactions under rule 13 of the AIM Rules.
The Independent Directors of the Company in relation to the
participation of the Participating Directors and Mr Duckworth in
the Fundraising are Melanie Ross, Lyn Rees and Mary Tavener. The
Independent Directors consider, having consulted with Singer
Capital Markets Advisory LLP, acting in its capacity as the
Company's nominated adviser, that the terms of the participations
of the Participating Directors and Mr Duckworth in the Fundraising
are fair and reasonable insofar as the Company's Shareholders are
concerned.
General Meeting
The Fundraising (other than the First Placing) and the issue of
the Second Admission Shares are conditional upon, amongst other
things, the Resolutions being duly passed by Shareholders at the
General Meeting to be held at 10:30 a.m. on 20 December 2021. A
circular, which will provide further details of the Fundraising and
will include a notice convening the General Meeting (the
"Circular"), will be sent to Shareholders and be available on the
Company's website on or around 2 December 2021.
Admission, settlement and dealings
Application will be made for the admission of 4,784,955 First
Placing Shares to trading on AIM and dealings in the First Placing
Shares are expected to occur at 8.00 a.m. on or around 3 December
2021. Immediately following First Admission, the Enlarged Share
Capital is expected to comprise 100,484,069 Ordinary Shares
(assuming that no Ordinary Shares other than the First Placing
Shares are issued between the date of this announcement and the
First Admission). Each Ordinary Share has one voting right. No
Ordinary Shares are held in treasury. Accordingly, immediately
following First Admission, the total number of voting rights will
be 100,484,069. From First Admission, this figure may be used by
Shareholders as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Application will be made for the admission of up to 21,215,045
Second Admission Shares to trading on AIM (comprising 14,015,045
Second Placing Shares, 1,200,000 Subscription Shares, 2,000,000
PrimaryBid Shares and up to 4,000,000 Open Offer Shares) and,
subject to, inter alia, Shareholder approval, dealings in the
Second Admission Shares are expected to occur at 8.00 a.m. on or
around 21 December 2021.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Enquiries:
Abingdon Health plc www.abingdonhealth.com/investors/
Chris Yates, Chief Executive Officer Via Walbrook PR
Melanie Ross , Chief Financial Officer
Chris Hand, Non-Executive Chairman
Singer Capital Markets Securities Limited Tel: +44 (0)20 7496 3000
(Sole Bookrunner and Broker
Singer Capital Markets Advisory LLP
(Nominated Adviser)
Shaun Dobson, Peter Steel, Alex Bond
(Corporate Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
Paul McManus Mob: +44 (0)7980 541
893
About Abingdon Health
Abingdon Health is a world leading developer and manufacturer of
high-quality rapid tests across all industry sectors, including
healthcare and COVID-19. Abingdon Health is the partner of choice
for a growing global customer base and takes projects from initial
concept through to routine and large-scale manufacturing and has
also developed and marketed its own labelled tests.
The Company offers product development, regulatory support,
technology transfer and manufacturing services for customers
looking to develop new assays or transfer existing laboratory-based
assays to a lateral flow format. Abingdon Health aims to support
the increase in need for rapid results across many industries and
locations and produces lateral flow tests in areas such as
infectious disease, clinical testing including companion
diagnostics, animal health and environmental testing. Faster access
to results allows for rapid decision making, targeted intervention
and can support better outcomes. This ability has a significant
role to play in improving life across the world. To support this
aim Abingdon Health has also developed AppDx(R) , a customisable
image capturing technology that transforms a smartphone into a
self-sufficient, standalone lateral-flow reader.
Founded in 2008, Abingdon Health is headquartered in York,
England.
For more information visit: www.abingdonhealth.com
IMPORTANT NOTICES
This Announcement and the information contained herein is for
information purposes only and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States, Australia, Canada, Japan, New
Zealand, 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 "Placing Restricted
Jurisdictions"). The New Ordinary Shares have not been and will not
be registered under the United States Securities Act of 1933 (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be ordered,
sold, or transferred, directly or indirectly, in or into the United
States absent registration under the Securities Act or an available
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and, in each case, in compliance
with the securities law of any state or any other jurisdiction of
the United States. No public offering of the New Ordinary Shares is
being made in the United States. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Fundraising. This Announcement
does not constitute or form part of an order to sell or issue or a
solicitation of an order to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Placing Restricted Jurisdictions or any other jurisdiction in
which such order or solicitation would be unlawful. This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Placing Restricted Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Singer Capital Markets
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to such New Ordinary
Shares in any jurisdiction where action for that purpose is
required.
Persons receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement. 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.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Any indication in this Announcement of the price at which the
Company's shares 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 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.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA, is acting as broker and bookrunner
exclusively to the Company and to no-one else in connection with
the Placing and Admission and will not be responsible to anyone
(including any Placees) 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 matters referred
to in this Announcement.
Singer Capital Markets Advisory LLP, which is authorised and
regulated in the United Kingdom, is acting as nominated adviser to
the Company for the purposes of the AIM Rules in connection with
the Placing and Admission and to no-one else in connection with the
Placing and Admission and will not be responsible to any person
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 matters referred to in this Announcement.
Singer Capital Markets Advisory LLP's responsibilities as the
Company's nominated adviser under the AIM Rules and the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange
and are not owed to the Company, any director of the Company or to
any other person in respect of his decision to acquire shares in
the capital of the Company in reliance on any part of this
Announcement or otherwise .
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 or on
behalf of the Company (except to the extent imposed by law or
regulations), Singer Capital Markets or by their affiliates or
their respective agents, directors, officers and employees as, or
in relation, to the contents of this Announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by any of them, or on their behalf,
the Company or any other person in connection with the Company, the
Fundraising or Admission or for 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. Singer Capital Markets and its affiliates and
agents disclaims to the fullest extent permitted by law all and any
responsibility or liability whatsoever, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of
this Announcement or any such statement.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than to trading on AIM.
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.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this
Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the
requirements of the AIM Rules, MAR, the Prospectus Regulation
and/or FSMA), the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based. Such forward-looking
statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied
in any forward-looking statements. The important factors that could
cause the Company's actual results, performance or achievements to
differ materially from those in the forward-looking statements
include, among others, economic and business cycles, the terms and
conditions of the Company's financing arrangements, foreign
currency rate fluctuations, competition in the Company's principal
markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Statements contained
in this Announcement regarding past trends or activities should not
be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
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 per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by SCM.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. 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. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
In connection with the Placing, SCM and its respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents may take up a portion of the shares of the Company in the
Placing in a principal position and in that capacity may retain,
purchase or sell for its own account such shares and other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to SCM and any of its respective
partners, directors, officers, employees, advisers, consultants,
affiliates or agents as, acting in such capacity. In addition, SCM
and any of its respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents may enter into
financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which SCM and any of
its respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither SCM nor any of its respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Placing Shares to be issued and/or purchased pursuant to the
Placing will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange plc.
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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraphs 3.5 and 3.6 of the Conduct of Business Sourcebook
published by the FCA ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Singer Capital Markets will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Singer Capital Markets will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing.
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