TIDMAGL
RNS Number : 5604S
Angle PLC
14 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.THIS ANNOUNCEMENT
AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED
BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).
14 July 2022
ANGLE plc
(" ANGLE ", the " Company " or the "Group" )
Retail Offer via PrimaryBid
-- ANGLE plc announces a retail offer via PrimaryBid;
-- The price will be determined at the close of the bookbuilding
process in connection with the Placing;
-- Investors can access the PrimaryBid Offer by visiting
www.primarybid.com and downloading the PrimaryBid mobile app;
-- The issue price for the Retail Offer Shares will be the Placing Price;
-- There is a minimum subscription of GBP250 per investor in the Retail Offer;
-- No commission is charged by PrimaryBid on applications to the Retail Offer.
Retail Offer
ANGLE plc ( AIM : AGL ), a world-leading liquid biopsy company,
is pleased to announce, a conditional offer for subscription via
PrimaryBid (the "Retail Offer") of new ordinary shares of 10 pence
each in the Company ("Retail Offer Shares"). The Company is also
conducting a placing of new ordinary shares (the "Placing Shares")
by way of an accelerated bookbuilding process (the "Placing") as
announced earlier today. The price at which the Placing Shares are
to be placed (the "Placing Price") will be determined at the close
of the bookbuilding process. The Company has further announced a
subscription by certain directors of the Group (the "Management
Subscription") of new ordinary shares (the "Management Subscription
Shares")(together, the "Capital Raise").
The issue price for the Retail Offer Shares, as well as for the
Management Subscription Shares, will be the Placing Price.
The Retail Offer is conditional on completion of the Placing and
the new ordinary shares to be issued pursuant to the Capital Raise
being admitted to trading on AIM ("Admission"). Admission is
expected to take place at 8.00 a.m. on 19 July 2022. The Retail
Offer will not be completed without the Placing also being
completed.
The net proceeds of the Capital Raise will be used to support
the Company's commercialisation plan and capitalise on the momentum
gained from obtaining a world first US Food and Drug Administration
("FDA") product clearance for its Parsortix system.
Reason for the Retail Offer
The Company values its retail investor base, which has supported
the Company alongside institutional investors over several years,
and is therefore pleased to provide private and other investors the
opportunity to participate in the Retail Offer by applying through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for these services.
Details of the Retail Offer
The Retail Offer, via the PrimaryBid mobile app, will be open to
individual investors following the release of this announcement.
The Retail Offer is expected to close no later than 7.00 a.m. on 15
July 2022. The Retail Offer may close early if it is
oversubscribed.
There is a minimum subscription of GBP250 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Offer without giving any
reason for such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for new Retail Offer Shares
has been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer , please visit
www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com.
T he terms and conditions on which the Retail Offer is made,
including the procedure for application and payment for Retail
Offer Shares, is available to all persons who register with
PrimaryBid.
The Retail Offer 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 Company's existing ordinary
shares, as well as the new ordinary shares to be issued pursuant to
the Placing and the Management Subscription.
ANGLE plc
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
Andrew Holder, Head of Investor Relations +44 (0) 1483 343434
enquiries@primarybid.com
PrimaryBid Limited
Charles Spencer / James Deal
Joh. Berenberg, Gossler & Co. KG,
London Branch (NOMAD)
Toby Flaux, Ciaran Walsh, Milo Bonser,
Thomas Graham +44 (0) 20 3207 7800
FTI Consulting
Simon Conway, Ciara Martin +44 (0) 203 727 1000
Matthew Ventimiglia (US) +1 (212) 850 5624
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation . Upon the publication of this
announcement via a regulatory information service, this information
is considered to be in the public domain.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid mobile app before making a decision to subscribe for
Retail Offer Shares. Investors should take independent advice from
a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN
ANY JURISDICTION.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Retail Offer Shares is being
made in any such jurisdiction.
No action has been taken by the Company or any person acting on
its behalf that would permit an offer of the Retail Offer Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Retail Offer Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Regulation (EU) No
2017/1129 (as amended) or Regulation (EU) No 2017/1129 (as amended)
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018) to be published. Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any State or any
other jurisdiction of the United States. The Retail Offer Shares
will be offered and sold only outside of the United States to
persons who are not U.S. persons (as defined in Regulation S under
the Securities Act ("Regulation S") in "offshore transactions" (as
such term is defined in Regulation S) pursuant to Regulation S and
otherwise in accordance with applicable laws. No public offering of
the Retail Offer Shares will be made in the United States or
elsewhere.
The Retail Offer has not been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission
in the United States or any US regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the Retail Offer, or the accuracy or adequacy of this Announcement.
Any representation to the contrary is a criminal offence in the
United States.
This Announcement has not been approved by the London Stock
Exchange, nor is it intended that it will be so approved.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Group. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations
of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. These statements
and forecasts involve risk and uncertainty because they relate to
events and depend upon future circumstances that have not occurred.
There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied
by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and
business and plans may differ materially from the plans, goals and
expectations expressed or implied by these forward-looking
statements. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company and its directors and any person acting
on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation or the London Stock Exchange.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Retail Offer. Any indication in this Announcement of the price at
which ordinary shares have been bought or sold in the past cannot
be relied upon as a guide to future performance. 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. 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 Retail Offer Shares.
The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period, and no statement in
this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company for the current or future financial years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
The Retail Offer Shares will not be admitted to trading on any
stock exchange other than the London Stock Exchange.
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.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") is authorised and regulated by the German Federal
Financial Supervisory Authority subject to limited regulation by
the Financial Conduct Authority (the "FCA") in the United Kingdom.
Berenberg is acting exclusively for the Company and no one else in
connection with the contents of this Announcement or any other
matters described in this Announcement. Berenberg will not regard
any other person as its client in relation to the content of this
Announcement or any other matters described in this Announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice to any other person in relation to the content of this
Announcement or any other matters referred to in this
Announcement.
END
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END
IOEMZGMNVDLGZZM
(END) Dow Jones Newswires
July 14, 2022 12:24 ET (16:24 GMT)
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