TIDMABZA
RNS Number : 7046B
Abzena PLC
05 April 2017
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Abzena plc
RESULT OF BOOKBUILD
Cambridge, UK, 5 April 2017 - Abzena plc ("Abzena" or the
"Company") is pleased to announce the result of the bookbuild
announced earlier today (the "Placing").
A total of 75,757,576 new ordinary shares of GBP0.002 each in
the Company (the "Placing Shares") representing approximately 55.0
per cent. of the Company's existing issued ordinary share capital
(excluding any treasury shares) have been conditionally placed at a
price of 33 pence per Placing Share (the "Placing Price") raising
proceeds of approximately GBP25 million (before expenses), subject
to completion of the Placing.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Numis Securities Limited ("Numis") and N+1 Singer Advisory LLP
("N+1 Singer", and together with Numis, the "Joint Bookrunners")
have acted as joint bookrunners in respect of the Placing. Numis is
acting as nominated adviser to the Company.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the announcement
released by the Company this morning at 7.00 a.m.
Circular to be posted today
Further to this announcement that it has conditionally raised
gross proceeds of approximately GBP25 million through a placing of
new Ordinary Shares, Abzena is pleased to announce that a circular
(the "Circular") will be posted today notifying shareholders of a
general meeting which is being convened for the purpose of
considering the resolutions required in connection with the
Placing, at The Cambridge Building, Babraham Research Campus,
Babraham, Cambridge CB22 3AT at 10.00 a.m. on 21 April 2017.
A copy of the Circular will shortly be available online at
www.abzena.com.
Related Party Transactions
The subscriptions for Placing Shares by each of Invesco,
Woodford and Touchstone Innovations and each of the Directors
(other than Nigel Pitchford) constitute related party transactions
for the purposes of Rule 13 of the AIM Rules by virtue of such
persons being substantial shareholders in the Company or members of
the Board.
Participation of Invesco and Woodford in the Placing
The Directors consider, having consulted with Numis, the
Company's nominated adviser, that the terms of the transaction are
fair and reasonable in so far as its Shareholders are
concerned.
Participation of Touchstone Innovations in the Placing
The Directors (other than Nigel Pitchford) consider, having
consulted with Numis, the Company's nominated adviser, that the
terms of the transaction are fair and reasonable in so far as its
Shareholders are concerned.
Participation of the Directors (other than Nigel Pitchford) in
the Placing
Nigel Pitchford, in his capacity as the independent Director,
considers, having consulted with Numis, the Company's nominated
adviser, that the terms of the transaction are fair and reasonable
in so far as its Shareholders are concerned.
Directors' shareholdings
Kenneth Cunningham, John Burt, Julian Smith, Anthony Brampton
and Peter Grant have subscribed for, in aggregate, 196,970 Placing
Shares at the Placing Price, representing approximately 0.26 per
cent. of the Placing Shares. The following table shows the number
of Ordinary Shares held by these Directors at the date of this
announcement, the number of Placing Shares subscribed for by each
such Director at the Placing Price, the number of Ordinary Shares
held by each such Director on Admission and the percentage of the
enlarged Share Capital held by each such Director.
Ordinary shares Number Percentage
held at date of Placing Ordinary of
of this Announcement Shares Shares held Enlarged Share
Shareholder subscribed post Admission(1) Capital(1)
Kenneth Cunningham 757,310 30,303 787,613 0.37%
John Burt 2,120,262 30,303 2,150,565 1.01%
Julian Smith 495,116 30,303 525,419 0.25%
Anthony Brampton 135,380 75,758 211,138 0.10%
Peter Grant 25,000 30,303 55,303 0.03%
1. Assuming no change in the notified positions of the above
Shareholders and no other issuance of shares by the Company between
the date of this document and Admission
The notification at the end of this announcement, made in
accordance with the requirements of the EU Market Abuse Regulation,
provides further detail on the Directors' dealings.
Action to be taken
A notice convening the General Meeting to be held at The
Cambridge Building, Babraham Research Campus, Babraham, Cambridge
CB22 3AT at 10.00 a.m. on 21 April 2017 will be set out in the
Circular. A Form of Proxy for use by Shareholders in connection
with the General Meeting will be enclosed with the Circular.
Whether or not you propose to attend the General Meeting in
person, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it to
the Company's Registrar, by post or by hand (during normal business
hours only) to SLC Registrars of 42-50 Hersham Road, Walton on
Thames, Surrey KT12 1RZ, as soon as possible and in any event so as
to arrive no later than 10.00 a.m. on 19 April 2017. A replied paid
envelope will be enclosed with the Circular. Completion and return
of the Form of Proxy will not preclude you from attending the
General Meeting and voting in person should you so wish.
Recommendation
The Placing is conditional, amongst other things, upon the
passing of the Resolutions at the General Meeting. As mentioned
above, Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Placing will not proceed and
the Company will need to seek immediate alternative sources of
finance to continue to execute its business plan and to finance the
working capital requirements of the Group. The Directors consider
that any alternative financing, which may or may not be forthcoming
and, if available, may be on less favourable, or more onerous,
terms to the Company and could risk leading to more substantial
dilution for or risk to Shareholders than would be the case under
the proposed Placing.
Accordingly, the Directors believe that the Placing is in the
best interests of the Company and Shareholders, taken as a whole
and the Directors unanimously recommend Shareholders vote in favour
of the Resolutions, as they intend to do in respect of their own
holdings of Ordinary Shares, amounting to, in aggregate, 3,533,068
Ordinary Shares as at 4 April 2017, being the last practicable date
prior to the publication of this announcement, representing
approximately 2.56 per cent. of Abzena's existing ordinary share
capital.
The City Code
The City Code is issued and administered by the Takeover Panel.
The Company is subject to the City Code and therefore its
Shareholders are entitled to the protections afforded by the City
Code.
Shareholders should be aware that, under Rule 9 of the City
Code: (i) any person (together with any persons acting in concert
with him) who acquires 30 per cent. or more of the voting rights
attached to the issued share capital of the Company; or (ii) any
person (together with any persons acting in concert with him) who
has an interest in shares of not less than 30 per cent. but does
not hold more than 50 per cent. of the voting rights attached to
the issued share capital of the Company and who acquires an
interest in any other shares which increases the percentage of the
shares in which the person has an interest, may, pursuant to Rule
9.1 of the City Code, be required by the Takeover Panel to make an
offer for the shares in the Company not owned or controlled by him
at that time. Such an offer made pursuant to Rule 9.1 of the City
Code, must be made in cash, at the highest price paid by such
person (or any persons acting in concert with him) for shares in
the Company within the preceding 12 months, to the holders of any
class of equity share capital whether voting or non-voting and also
to the holders of any other class of transferable securities
carrying voting rights.
As at 4 April 2017, being the last practicable date prior to the
date of this announcement, Invesco, Woodford and Touchstone
Innovations held 26.24 per cent., 23.05 per cent. and 19.67 per
cent. of the voting rights attached to the issued share capital of
the Company respectively.
Shareholders should also be aware that because:
(a) Invesco holds more than 20 per cent. (39.02 per cent.) of
the voting rights attached to the issued share capital of
Touchstone Innovations, there is a presumption pursuant to the City
Code (which has not been rebutted) that Invesco and Touchstone
Innovations are acting in concert in relation to their
shareholdings in the Company. Therefore, Shareholders should note
that as at 4 April 2017, being the last practicable date prior to
the date of this announcement, the presumed concert party of
Invesco and Touchstone Innovations together holds 45.91 per cent.
of the voting rights attached to the issued share capital of the
Company; and separately
(b) Woodford holds more than 20 per cent. (23.78 per cent.) of
the voting rights attached to the issued share capital of
Touchstone Innovations, there is a presumption pursuant to the City
Code (which has not been rebutted) that Woodford and Touchstone
Innovations are acting in concert in relation to their
shareholdings in the Company. Therefore, Shareholders should note
that as at 4 April 2017, being the last practicable date prior to
the date of this announcement, the presumed concert party of
Woodford and Touchstone Innovations together holds 42.73 per cent.
of the voting rights attached to the issued share capital of the
Company.
In addition to its holding of Ordinary Shares, Touchstone
Innovations also holds 325,000 Warrants over Ordinary Shares in the
Company. The Takeover Panel has previously agreed to waive the
obligation to make a general offer that would otherwise arise as a
result of the exercise of the Warrants by Touchstone Innovations.
In the event that Touchstone Innovations was to exercise these
warrants, and assuming no other new Ordinary Shares had been
issued, the total holding of the concert party comprising Invesco
and Touchstone Innovations would increase to 46.04 per cent. of the
voting rights attached to the issued share capital of the Company
and the total holding of the concert party comprising Woodford and
Touchstone Innovations would increase to 42.86 per cent. of the
voting rights attached to the issued share capital of the Company,
which would be slightly higher than in the preceding
paragraphs.
On completion of the Placing, the percentage shareholdings of
Invesco, Woodford and Touchstone Innovations will be 25.83 per
cent., 23.04 per cent. and 16.86 per cent. respectively of shares
carrying voting rights attached to the issued share capital, as
enlarged by the issue of the Placing Shares. Therefore the holding
of the concert party of Invesco and Touchstone Innovations on
completion of the Placing will be 91,191,381 Ordinary Shares,
representing 42.69 per cent. of the voting rights attached to the
enlarged issued share capital of the Company (ignoring for these
purposes any Ordinary Shares which would be allotted to Touchstone
Innovations on the exercise of its Warrants); and the holding of
the concert party of Woodford and Touchstone Innovations on
completion of the Placing will be 85,245,058 Ordinary Shares,
representing 39.91 per cent. of the shares carrying voting rights
attached to the enlarged issued share capital of the Company
(ignoring for these purposes any Ordinary Shares which would be
allotted to Touchstone Innovations on the exercise of its
Warrants).
As described above, in addition to its holding of Ordinary
Shares in the Company, Touchstone Innovations also holds 325,000
Warrants over Ordinary Shares in the Company. In the event that
Touchstone Innovations was to exercise these warrants following
completion of the Placing, and assuming no other new Ordinary
Shares had been issued, the total holding of the concert party
comprising Invesco and Touchstone Innovations would increase to
42.78 per cent. of the voting rights attached to the issued share
capital of the Company and the total holding of the concert party
comprising Woodford and Touchstone Innovations would increase to
40.00 per cent. of the voting rights attached to the issued share
capital of the Company, which would be slightly higher than in the
preceding paragraph.
Given that the Invesco and Touchstone Innovations concert party,
and separately the Woodford and Touchstone Innovations concert
party will each hold more than 30 per cent. but less than 50 per
cent. of the voting rights in the Company, following completion of
the Placing, the provisions of Rule 9 will continue to apply. For
the avoidance of doubt, there is no presumption under the City Code
that, as a result of the two concert party groups referred to
above, Invesco and Woodford are acting in concert with one
another.
In common with many other fast growing listed companies, Abzena
receives periodic expressions of interest from third parties
(usually from parties operating within its sector) as to the
possibilities for merger and/or acquisition transactions for the
businesses in question, which in turn can on occasion prompt
initial exploratory discussions in that regard. Abzena confirms
that no such discussions are currently on-going or in
contemplation.
Admission
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. Subject to
Shareholder approval of the Resolutions at the General Meeting, it
is expected that Admission will occur and that dealings in the
Placing Shares will commence at 8.00 a.m. on 24 April 2017, at
which time it is also expected that the Placing Shares will be
enabled for settlement in CREST.
The Placing is conditional, amongst other things, upon:
-- the passing of all of the Resolutions;
-- the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 24
April 2017 or such later time and/or date (being no later than 8.00
a.m. on 8 May 2017) as Numis, N+1 Singer and the Company may
agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to them.
The Placing Shares are not subject to clawback in favour of
Shareholders. The Placing is not underwritten.
Indicative Timetable
2017
Announcement of the Placing and posting of the Circular 5 April
and Form of Proxy
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on
19 April
General Meeting 10.00 a.m. on
21 April
Result of General Meeting announced via RNS 21 April
Admission and commencement of dealings in Placing 8.00 a.m. on 24
Shares April
Placing Shares to be held in Uncertificated Form 24 April
credited to CREST stock accounts
Despatch of definitive share certificates for Placing Within 14 days
Shares to be held in Certificated Form of Admission
Notes:
(1) References to times in this announcement are to London time (unless otherwise stated).
(2) The dates and timing of the events in the above timetable
and in the rest of this announcement are indicative only and may be
subject to change.
(3) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement
through RNS.
(4) The SEDOL of the Ordinary Shares is BN65QN4 and the ISIN is GB00BN65QN46.
Key Statistics
Placing Price per Placing Share 33 pence
Number of Existing Ordinary Shares 137,846,327
Number of Placing Shares to be issued by the Company 75,757,576
Number of Ordinary Shares in the Enlarged Share
Capital 213,603,903
Number of Placing Shares as a percentage of the 35.47 per cent.
Enlarged Share Capital
Gross proceeds of the Placing GBP25.0m
Estimated proceeds receivable by the Company pursuant GBP23.8m
to the Placing, net of expenses
-Ends-
Enquiries:
Abzena plc
John Burt, Chief Executive Officer Julian
Smith, Chief Financial Officer +44 1223 903498
Numis (Nominated Adviser and Broker)
Clare Terlouw / James Black / Paul Gillam +44 20 7260 1000
N+1 Singer (Joint Broker)
Aubrey Powell / Liz Yong / Mark Taylor +44 20 7496 3069
Instinctif Partners +44 20 7457 2020
Melanie Toyne Sewell / Alex Shaw abzena@instinctif.com
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 Kenneth Cunningham
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Chairman
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
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 Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name John Burt
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Chief Executive Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
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 Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Julian Smith
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Chief Financial Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
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 Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Anthony Brampton
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Non-Executive Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
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 Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 75,758
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 75,758
- Price GBP25,00.14
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Peter Grant
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Non-Executive Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
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 Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEALLSELFXEFF
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April 05, 2017 10:45 ET (14:45 GMT)
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