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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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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END
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