TIDMAREC

RNS Number : 4946U

Arecor Therapeutics PLC

01 August 2022

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

1 August 2022

Arecor Therapeutics plc

("Arecor" or the "Company" or the "Group")

Result of Placing

Arecor Therapeutics plc (AIM: AREC), a globally focused biopharmaceutical company advancing today's therapies to enable healthier lives, is pleased to announce that further to the announcement made earlier today (the "Launch Announcement"), an aggregate of 2,000,000 Placing Shares have been successfully placed by Panmure Gordon with institutional and other investors at a Placing Price of 300 pence per ordinary share to raise a total of GBP6.0 million for the Company (before expenses). This includes participation in the Placing by certain of the Company's Directors, who have subscribed an aggregate of GBP113,271 at the Placing Price for 37,755 Placing Shares.

The net proceeds of the Placing will be used to support the acquisition of Tetris Pharma which the Directors believe will help realise Arecor's vision of becoming a significant self-sustaining biopharmaceutical business. In particular, the proceeds will be used to provide working capital to Tetris Pharma to accelerate the roll-out of Ogluo (R) across the UK and Europe as set out in the Launch Announcement, alongside payment for initial Ogluo (R) inventory and historic one-off liabilities of Tetris Pharma.

The Acquisition is conditional, inter alia, on completion of the Placing. The Placing in relation to the EIS/VCT Placing Shares remains conditional on, inter alia, EIS/VCT Admission. The Placing in relation to the General Placing Shares remains conditional on, inter alia, General Admission. The Placing Shares will be issued pursuant to the share authorities approved at the Company's annual general meeting held on 23 May 2022.

Sarah Howell, CEO of Arecor, commented: " We are extremely pleased with the results of this Placing and we thank our shareholders for their continued support to enable Arecor's acquisition of Tetris Pharma. We believe this deal is a strong strategic fit for the Group, bringing a key commercial diabetes product into our portfolio, complementing our existing specialty hospital products franchise and offering the potential to accelerate significant revenue growth. We believe Arecor will be stronger as a result and better placed to achieve its vision of becoming a significant self-sustaining biopharmaceutical company ."

Dr Shafiq Choudhary, CEO of Tetris Pharma commented: "Becoming part of the Arecor Group provides Tetris Pharma with a robust platform for growth and from which to deliver on the commercial potential of Ogluo (R) in the UK and Europe. We believe Ogluo (R) 's simple two-step administration and 99% successful delivery bring important competitive advantages and can address a significant market in the UK and Europe. We look forward to joining the Group and working to realise the value of our existing portfolio and opportunities presented through Arecor's proven ability to apply its technologies to the enhancement of specialty hospital products."

Related Party Transaction

As part of the Placing, BGF Investment Management Limited ("BGF"), a substantial shareholder of the Company and therefore a Related Party as defined by the AIM Rules ("Related Party"), has subscribed for a total of 266,666 Placing Shares at the Placing Price under the Placing. Following completion of the Placing, BGF will have an aggregate interest in 4,026,468 Ordinary Shares, representing 13.2 per cent. of the Enlarged Share Capital.

Certain Directors of the Company, being Sarah Howell, Susan Lowther, Andrew Richards, Sam Fazeli, Jeremy Morgan and Christine Soden, all of whom are deemed to be a Related Party, have subscribed for a total of 37,755 Placing Shares at the Placing Price under the Placing. Following completion of the Placing, the above Directors will have an aggregate interest in 1,372,799 Ordinary Shares, representing approximately 4.5 per cent. of the Enlarged Share Capital.

Alan Smith, a non-executive Director who is also independent of the Placing, having consulted with Panmure Gordon, the Company's nominated adviser, considers that the terms of the participation in the Placing by BGF and certain Directors are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and settlement

Application will be made to the London Stock Exchange for the admission of the Placing Shares and the Initial Consideration Shares to trading on AIM. The Placing Shares and the Initial Consideration Shares will be issued pursuant to the existing authorities approved at the Company's annual general meeting held on 23 May 2022. It is expected that: (i) EIS/VCT Admission will occur, and that dealings in the EIS/VCT Placing Shares subscribed for pursuant to the EIS/VCT Placing of 867,212 Ordinary Shares will commence, at 8.00 a.m. on 3 August 2022, and (ii) General Admission will occur, and that dealings in the General Placing Shares and the Initial Consideration Shares of 1,784,514 Ordinary Shares will commence, at 8.00 a.m. on 4 August 2022. Upon Admission, the Enlarged Share Capital is expected to be 30,486,750 Ordinary Shares. On this basis, the Placing Shares will represent approximately 6.6 per cent. of the Enlarged Share Capital.

The capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at approximately 7.00 a.m. today unless otherwise stated.

For more information, please contact:

 
 Arecor Therapeutics plc                    www.arecor.com 
 Dr Sarah Howell, Chief Executive Officer   Tel: +44 (0) 1223 426060 
                                             Email: info@arecor.com 
 
 Susan Lowther, Chief Financial Officer     Tel: +44 (0) 1223 426060 
                                             Email: info@arecor.com 
 
 Mo Noonan, Communications                  Tel: +44 (0) 7876 444977 
                                             Email: mo.noonan@arecor.com 
 
 Panmure Gordon (UK) Limited (NOMAD 
  and Broker) 
 Freddy Crossley, Emma Earl (Corporate      Tel: +44 (0) 20 7886 2500 
  Finance) 
  Rupert Dearden (Corporate Broking) 
 
 Consilium Strategic Communications 
 Chris Gardner, David Daley, Angela         Tel: +44 (0) 20 3709 5700 
  Gray                                       Email: arecor@consilium-comms.com 
 

Notes to Editors

About Arecor

Arecor Therapeutics plc is a globally focused biopharmaceutical group transforming patient care by bringing innovative medicines to market through the enhancement of existing therapeutic products. By applying our innovative proprietary formulation technology platform, Arestat(TM) , we are developing an internal portfolio of proprietary products in diabetes and other indications, as well as working with leading pharmaceutical and biotechnology companies to deliver enhanced formulations of their therapeutic products. The Arestat (TM) platform is supported by an extensive patent portfolio .

For further details please see our website, www.arecor.com

IMPORTANT NOTICES

No action has been taken by the Company, Panmure Gordon or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to the Company in relation to the Placing, EIS/VCT Admission and General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Panmure Gordon as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or 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.

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 Panmure Gordon or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives 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 therefor is expressly disclaimed.

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 decision 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 Panmure Gordon.

The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Panmure Gordon or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

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August 01, 2022 09:46 ET (13:46 GMT)

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