TIDMVRCI
RNS Number : 8277A
Verici Dx PLC
24 January 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VERICI DX PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF VERICI
DX PLC OR ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO VERICI
DX PLC AND ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF THE
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("EUWA") AND AS MODIFIED BY OR UNDER THE EUWA
OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED TO THE MARKET
ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
INSIDE INFORMATION (AS DEFINED UNDER UK MAR), AS PERMITTED BY UK
MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET
SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO VERICI DX PLC AND ITS SECURITIES, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Capitalised terms in this announcement have the same meaning as
in the announcement issued at 07.00 a.m. today relating to the
launch of the Fundraising (RNS Number: 6987A) unless otherwise
indicated
Verici Dx plc
("Verici Dx" or the "Company")
Result of Placing
Verici Dx plc (AIM: VRCI), a developer of advanced clinical
diagnostics for organ transplant, is pleased to announce that
further to the Company's announcements earlier today, the Company
has successfully concluded the Bookbuild for its Placing to raise
gross proceeds of approximately GBP6.22 million ($7.89 million)
(before expenses), through the placing of 69,111,111 Placing Shares
with existing and new investors at the Issue Price of 9.0 pence.
86.87 per cent. of the Placing Shares are intended to be EIS/VCT
qualifying (the "EIS/VCT Shares").
The 69,111,111 Placing Shares represent approximately 40.58 per
cent. of the existing issued share capital of the Company.
Singer Capital Markets is acting as placing agent for and on
behalf of the Company in respect of the Placing.
The Company has existing authorities to allot Ordinary Shares
for cash and disapply pre-emption rights under section 551 and
section 571 of the Act, which the Directors were granted at the
Annual General Meeting of the Company held on 29 June 2023
("Existing Authorities"). The Existing Authorities are insufficient
to allow the total number of new Ordinary Shares to be issued
pursuant to the Fundraising and Admission to proceed. Accordingly,
the Fundraising is subject to sufficient further authority to issue
and allot new Ordinary Shares on a non-pre-emptive basis being
granted by Shareholders at the General Meeting and is therefore
wholly conditional, inter alia, on the passing of the Resolutions
by Shareholders at the General Meeting proposed to be held by the
Company at the offices of Shoosmiths London at No. 1 Bow
Churchyard, London, EC4M 9DQ, at 12.00 p.m. on 19 February 2024.
The further authority to issue and allot new Ordinary Shares to be
obtained at the General Meeting is in addition to the Existing
Authorities. The Existing Authorities will not be used by the
Company for the purposes of issuing the New Ordinary Shares
pursuant to the Fundraising and consequently, the Company will
retain those Existing Authorities until its next annual general
meeting when they are due to expire.
Admission
Subject to the passing of the Resolutions, application will be
made to the London Stock Exchange for admission of the Placing
Shares. It is expected that admission of the Placing Shares (along
with any other New Ordinary Shares to be issued in connection with
the proposed Retail Offer) will become effective and that dealings
in all of the New Ordinary Shares to be issued pursuant to the
Fundraising will commence at 8.00 a.m. on 20 February 2024
("Admission").
Circular
A circular containing, inter alia , further details of the
Fundraising and a notice convening the General Meeting in order to
pass the Resolutions (the "Circular"), is expected to be despatched
to Shareholders in the coming days and the Circular, once
published, will be made available on the Company's website at
www.vericidx.com/investors/documents/ and its availability will be
notified by way of a further announcement.
Retail Offer
As previously indicated, a Retail Offer is proposed to be
launched via the BookBuild platform to provide existing retail
Shareholders with an opportunity to take part in the Fundraising at
the same Issue Price as the Placing. Further details about the
Retail Offer will be provided by the Company by separate
announcement in due course. The Retail Offer will close prior to
the deadline for receipt of proxy voting forms for use in
connection with the business of the General Meeting, and admission
of and trading in the Retail Offer Shares is expected to take place
as described above.
Sara Barrington, CEO of Verici Dx, commented:
"Verici Dx is grateful to its existing shareholders for their
continued support and delighted to welcome those who will be new to
the register. Following completion of the Fundraising, Verici Dx
will be better capitalised to advance multiple growth initiatives
in parallel, with the potential to build greater value in the
Company and more quickly than would otherwise be the case. Verici
Dx aims to become fully embedded in the transplant ecosystem to
assist our customers to improve patients' lives throughout the
transplant journey and this fundraise is a key step in achieving
this goal ."
Related Party Transactions - AIM Rule 13 Disclosures
Further to the announcement released by the Company at 7.00 a.m.
on 24 January 2024 (RNS Number: 6987A), Christopher Mills / Harwood
Capital LLP(1) ("Harwood Capital" ) has confirmed its conditional
participation in the Placing and will invest in 3,333,333 Placing
Shares for consideration of GBP300,000 at the Issue Price.
Immediately prior to this announcement, Harwood Capital owned
30,437,500 Ordinary Shares, representing approximately 17.87 per
cent. of the Company's existing issued ordinary share capital. As a
Substantial Shareholder (as defined in the AIM Rules), the
participation of Harwood Capital in the Placing constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules.
Additionally, the Chairman of Verici Dx, Julian Baines, has
conditionally participated in the Placing for, 277,777 Ordinary
Shares at the Issue Price, raising gross proceeds of approximately
GBP25,000.
The independent Directors, (being the Directors other than
Julian Baines), having consulted with Singer Capital Markets as the
Company's nominated adviser, consider that the participations by
Harwood Capital and Julian Baines in the Placing are each fair and
reasonable in so far as shareholders are concerned.
Director Number of Number of Number of Percentage
Ordinary Shares Placing Shares Ordinary Shares of issued
held as at subscribed held on Admission ordinary share
the date of for in the capital as
this Announcement Placing enlarged by
the Placing(2)
Julian Baines 1,351,713 277,777 1,629,490 0.68%
------------------- ---------------- ------------------- ----------------
1 Christopher Mills is the controlling shareholder and CEO of
Harwood Capital LLP and its associate Harwood Capital Management
(Gibraltar) Ltd, which act as administrator or investment manager
to two investment trusts on whose boards Christopher Mills serves.
The interests of these investment trusts are therefore aggregated
with those of Christopher Mills (which include those of his
immediate family).
2 This assumes the issue of the 69,111,111 Placing Shares only
and does take into account any new issuance under the Retail
Offer
Admission
Application will be made to the London Stock Exchange for
60,038,866 EIS/VCT Shares and for at least 9,072,245 Non-EIS/VCT
Placing Shares to be admitted to trading on AIM. The Placing
Shares, when issued, will be fully paid and will rank pari passu in
all respects with each other and with the existing Ordinary Shares
of the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
It is expected that that Admission of the Placing Shares will
become effective at 8.00 a.m. on 20 February 2024.
Total Voting Rights
A further announcement will be made in relation to total voting
rights in the Company's ordinary share capital following completion
of the Retail Offer, when the total number of New Ordinary Shares
to be issued pursuant to the Placing and the Retail Offer will be
known.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Enquiries:
Verici Dx www.v ericidx .com
Sara Barrington, CEO Via IR-Connect
Julian Baines, Chairman
Singer Capital Markets (Nominated Tel: 020 7496 3000
Adviser & Broker)
Aubrey Powell / Sam Butcher / Jalini
Kalaravy
IR-Connect www.ir-connect.co.uk
Lorraine Rees investors@vericidx.com
About Verici Dx plc www.vericidx.com
Verici is a developer of a complementary suite of leading-edge
tests forming a kidney transplant platform for personalised patient
and organ response risk to assist clinicians in medical management
for improved patient outcomes. The underlying technology is based
upon artificial intelligence assisted transcriptomic analysis to
provide RNA signatures focused upon the immune response and other
biological pathway signals critical for transplant prognosis of
risk of injury, rejection and graft failure from pre-transplant to
late stage. The Company also has a mission to accelerate the pace
of innovation by research using the fully characterised data from
the underlying technology, including through collaboration with
medical device, biopharmaceutical and data science partners.
The foundational research was driven by a deep understanding of
cell-mediated immunity and is enabled by access to expertly curated
collaborative studies in highly informative cohorts in kidney
transplant.
IMPORTANT NOTICES
This Announcement and the information contained herein is for
information purposes only and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States, Australia, Canada, Japan, New
Zealand, the Republic of South Africa, or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (the "Placing Restricted
Jurisdictions"). The New Ordinary Shares have not been and will not
be registered under the United States Securities Act of 1933 (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be ordered,
sold, or transferred, directly or indirectly, in or into the United
States absent registration under the Securities Act or an available
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and, in each case, in compliance
with the securities law of any state or any other jurisdiction of
the United States. No public offering of the New Ordinary Shares is
being made in the United States. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Fundraising. This Announcement
does not constitute or form part of an order to sell or issue or a
solicitation of an order to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Placing Restricted Jurisdictions or any other jurisdiction in
which such order, subscription or acquisition or solicitation of
such order, subscription or acquisition would be unlawful. This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Placing Restricted Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Singer Capital Markets
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to such New Ordinary
Shares in any jurisdiction where action for that purpose is
required.
Persons receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement. 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.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA, is acting as broker and bookrunner
exclusively to the Company and to no-one else in connection with
the Placing and Admission and will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients, nor for providing advice in
relation to the Placing or Admission or any other matters referred
to in this Announcement.
Singer Capital Markets Advisory LLP, which is authorised and
regulated in the United Kingdom, is acting as nominated adviser to
the Company for the purposes of the AIM Rules in connection with
the Placing and Admission and to no-one else in connection with the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing or
Admission or any other matters referred to in this Announcement.
Singer Capital Markets Advisory LLP's responsibilities as the
Company's nominated adviser under the AIM Rules and the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange
and are not owed to the Company, any director of the Company or to
any other person in respect of his or her decision to acquire
shares in the capital of the Company in reliance on any part of
this Announcement or otherwise .
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 or on
behalf of the Company (except to the extent imposed by law or
regulations), Singer Capital Markets or by their affiliates or
their respective agents, directors, officers and employees as, or
in relation, to the contents of this Announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by any of them, or on their behalf,
the Company or any other person in connection with the Company, the
Fundraising or Admission or for 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. Singer Capital Markets and its affiliates and
agents disclaims to the fullest extent permitted by law all and any
responsibility or liability whatsoever, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of
this Announcement or any such statement.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than to trading on AIM.
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.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company.
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
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any 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. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. These forward-looking statements reflect
the Company's judgement at the date of this Announcement and the
information contained in this Announcement is subject to change
without notice and except as required
by applicable law or regulation (including to meet the
requirements of the AIM Rules, MAR, the Prospectus Regulation
and/or FSMA), the Company, its directors, Singer Capital Markets,
their respective affiliates and any person acting on its or their
behalf each expressly disclaims any obligation or undertaking to
publish any updates, supplements or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based , except where required to do
so under applicable law or regulation or by the FCA or the London
Stock Exchange. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from those projected or implied in any forward-looking statements.
The important factors that could cause the Company's actual
results, performance or achievements to differ materially from
those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Statements contained in this
Announcement regarding past trends or activities should not be
taken as representation that such trends or activities will
continue in the future. No person should place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
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
decisions 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 Singer Capital Markets.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Fundraising. 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. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
In connection with the Placing, Singer Capital Markets and its
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents may take up a portion of the
shares of the Company in the Placing in a principal position and in
that capacity may retain, purchase or sell for its own account such
shares and other securities of the Company or related investments
and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Singer Capital
Markets and any of its respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents as, acting
in such capacity. In addition, Singer Capital Markets and any of
its respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which Singer Capital
Markets and any of its respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither Singer Capital
Markets nor any of its respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIUSRWRSBUAUAR
(END) Dow Jones Newswires
January 24, 2024 13:11 ET (18:11 GMT)
Verici Dx (LSE:VRCI)
Historical Stock Chart
From Jan 2025 to Feb 2025
Verici Dx (LSE:VRCI)
Historical Stock Chart
From Feb 2024 to Feb 2025
