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 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.
|
|
6 June 2024
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ANGLE plc (the
"Company")
Publication of
Circular
ANGLE plc (AIM: AGL),
a world-leading liquid biopsy
company, announces
a Circular will shortly be published on the Company's
website, https://angleplc.com/
(subject to certain access
restrictions), and will be posted to
Qualifying Shareholders (other than Overseas Shareholders) later
today. This follows the Company's announcement on 5 June 2024
confirming the results of the Placing and Subscription. The
Circular contains further information on the Company, the
Fundraising and the terms and conditions of the Open
Offer.
In order to provide Qualifying
Shareholders (other than Overseas Shareholders) with an opportunity
to participate in the Fundraising at the Issue Price, Qualifying
Shareholders (other than Overseas Shareholders) will be invited,
subject to the terms and conditions of the Open Offer, to apply for
their Basic Entitlement of Open Offer Shares at the Issue Price.
Each Qualifying Shareholder's Basic Entitlement has been calculated
on the following basis:
1 Open Offer Share for
every 19 Existing Ordinary Shares
held by them and registered in their
names on the Record Date, rounded down to the nearest whole number
of Open Offer Shares.
Qualifying Shareholders (other than
Overseas Shareholders) are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Open Offer Entitlement. Any Open Offer Shares not issued to
a Qualifying Shareholder pursuant to their Basic Entitlement will
be apportioned between those Qualifying Shareholders who have
applied for an Excess Open Offer Entitlement at the sole and
absolute discretion of the Board, provided that no Qualifying
Shareholder shall be required to subscribe for more Open Offer
Shares than he or she has specified on the Application Form or
through CREST.
The latest time and date for
acceptance and payment in full under the Open Offer is 11.00 a.m.
on 20 June 2024.
Unless otherwise stated, capitalised terms not otherwise
defined in the text of this announcement have the same meanings
ascribed to them as in the Launch Announcement published by the
Company on 5 June 2024.
The
Expected Timetable of Principal Events is set out in the Appendix 1
of this announcement.
For
further information:
ANGLE plc
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+44
(0) 1483 343434
|
Andrew Newland, Chief
Executive
Ian Griffiths, Finance
Director
|
|
Berenberg (NOMAD, Sole Global
Co-ordinator, Joint Bookrunner & Corporate
Broker)
Toby Flaux, Ciaran Walsh, Milo
Bonser, Brooke Harris-Lowing
|
+44
(0) 20 3207 7800
|
|
|
Beech Hill Securities (Joint Bookrunner)
George Billington, Thomas
Lawrence
FTI
Consulting (Financial
PR)
Simon Conway, Ciara
Martin
Matthew Ventimiglia (US)
|
+1
212 350 7200
+44
(0) 203 727 1000
+1
(212) 850 5624
|
About ANGLE plc
ANGLE is a world-leading liquid
biopsy company with innovative circulating tumour cell (CTC)
solutions for use in research, drug development and clinical
oncology using a simple blood sample. ANGLE's FDA cleared and
patent protected circulating tumour cell (CTC) harvesting
technology known as the Parsortix® PC1 System enables complete
downstream analysis of the sample including whole cell imaging and
proteomic analysis and full genomic and transcriptomic molecular
analysis.
ANGLE's commercial businesses are
focusing on diagnostic products and clinical services. Diagnostic
products include the Parsortix® system, associated consumables and
assays. The clinical services business is offered through ANGLE's
GCLP-compliant laboratories. Services include custom made
assay development and clinical trial testing for pharma.
Over 90 peer-reviewed publications
have demonstrated the performance of the Parsortix system. For more
information, visit www.angleplc.com
APPENDIX 1
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
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2024
|
Record Date for entitlements under
the Open Offer
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6.00 p.m.
on 4 June
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Announcement of the
Fundraising
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5
June
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Announcement of the result of the
Placing and Subscription
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5
June
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Publication and posting of this
document and, to Qualifying Non-CREST Shareholders only, the
Application Form
|
6
June
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Ex-entitlement date for the Open
Offer
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8.00 a.m.
on 6 June
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Open Offer Entitlements credited to
stock accounts of Qualifying CREST Shareholders
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as soon as
possible after 8.00 a.m. on 7
June
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First Admission and commencement of
dealings in the Placing Shares and the Subscription Shares on
AIM
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11
June
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CREST Members' accounts expected to
be credited in respect of Placing Shares and Subscription Shares in
uncertificated form
|
as soon as
possible after 8.00 a.m. on 11
June
|
Recommended latest time for
requesting withdrawal of Basic Entitlements and Excess CREST Open
Offer Entitlements from CREST
|
4.30 p.m.
on 14 June
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Latest time and date for depositing
Basic Entitlements and Excess CREST Open Offer Entitlements into
CREST
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3.00 p.m.
on 17 June
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Latest time and date for splitting
of Application Forms (to satisfy bona fide market claims
only)
|
3.00 p.m.
on 18 June
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Latest time and date for receipt of completed Application
Forms from Qualifying Non-CREST Shareholders and payment in full
under the Open Offer and settlement of relevant CREST instructions
(as appropriate)
|
11.00 a.m. on 20 June
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Announcement of the result of the
Open Offer
|
21
June
|
Second Admission and commencement of
dealings in the Open Offer Shares on AIM
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8.00 a.m.
on 24 June
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CREST Members' accounts expected to
be credited in respect of Open Offer Shares in uncertificated
form
|
as soon as
possible after 8.00 a.m. on 24
June
|
Expected despatch of definitive
share certificates for the New Ordinary Shares in certificated
form
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within 10
Business Days of Second Admission
|
IMPORTANT
NOTICES
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 US
Securities Act of 1933, as amended, 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 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, Canada, Australia, Japan or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
No action has been taken by the
Company, the Joint Bookrunners or any of their respective
affiliates, or any person acting on its or their behalf that would
permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
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 Company and its subsidiaries (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, its directors, the Joint Bookrunners,
their respective affiliates 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.
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. JIL is authorised and regulated in the United Kingdom by
the FCA. JEG is authorised and regulated in Germany by the
Bundesanstalt für
Finanzdienstleistungsaufsicht. Beech Hill is authorised and
regulated in the United States by the Financial Industry Regulatory
Authority. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the Placing, the
contents of this Announcement or any other matters described in
this Announcement. No Joint Bookrunner will regard any other person
as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement
and 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 to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
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 any Joint Bookrunner or by any of its affiliates or any
person acting on its or their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or 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.
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.
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.