TIDMAGL
RNS Number : 8310S
Angle PLC
05 October 2017
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, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT") AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR
AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO
PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN
THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANGLE PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
5 October 2017
ANGLE plc
("ANGLE" or the "Company")
Results of Fundraising
ANGLE plc (AIM:AGL OTCQX:ANPCY), a leading player in the liquid
biopsy market, is pleased to announce that, further to the
announcement made earlier today, the Company has successfully
raised a total of approximately GBP12.2 million (before expenses)
with new and existing investors consisting of 3,757,146 EIS/VCT
Placing Shares, 25,680,006 General Placing Shares, 772,857 General
Subscription Shares and 4,579,169 Covington Subscription Shares,
all at a price of 35 pence per New Ordinary Share. The Issue Price
represents a discount of approximately 3 per cent to the closing
mid-market price of an Ordinary Share of 36 pence on 4 October
2017.
A circular to Shareholders is expected to be posted shortly,
including details of the General Meeting and the Resolutions and
will be available on the Company's website, www.angleplc.com.
The General Meeting will be held at 10.00 a.m. on 30 October
2017 at the offices of the Company at 10 Nugent Road, The Surrey
Research Park, Guildford, Surrey GU2 7AF.
Director Participation and Related Party Transaction
Ian Griffiths, a Director of the Company, has agreed to
subscribe for 114,286 New Ordinary Shares as part of the General
Subscription. Ian Griffiths is a related party of the Company for
the purposes of the AIM Rules by virtue of his status as a Director
of the Company. Andrew Newland, Garth Selvey and Brian Howlett,
being the independent Directors for this purpose, consider, having
consulted with the Company's nominated adviser, finnCap, that the
terms of Ian Griffiths' participation in the General Subscription
is fair and reasonable insofar as the Company's Shareholders are
concerned.
General Meeting and Admission
The Fundraising is conditional, inter alia, upon the passing of
the Resolutions at the General Meeting and upon the relevant
Admission becoming effective (placing of the EIS/VCT Placing Shares
is conditional upon, inter alia, EIS/VCT Admission and placing of
the General Placing Shares and General Subscription Shares are
conditional upon, inter alia, EIS/VCT Admission and General
Admission) and the Covington Subscription is conditional upon,
inter alia, the Covington Admission.
Upon Admission the Enlarged Issued Share Capital is expected to
be 109,604,952 Ordinary Shares. On this basis, the New Ordinary
Shares will represent approximately 31.7 per cent. of the Company's
Enlarged Issued Share Capital.
Application will be made for the 34,789,178 New Ordinary Shares
to be admitted to trading on AIM. Subject to the Resolutions having
been passed and the Placing Agreement not having been terminated in
accordance with its terms, it is anticipated that:
-- admission of the 3,757,146 EIS/VCT Placing Shares will occur
at 8.00 a.m. on or around 31 October 2017;
-- admission of the 25,680,006 General Placing Shares and
772,857 General Subscription Shares will occur at 8.00 a.m. on or
around 1 November 2017; and
-- admission of the 4,579,169 Covington Subscription Shares will
occur on or around 16 November 2017.
Capitalised terms not otherwise defined in this announcement
shall have the same meaning ascribed to such terms in the
announcement released earlier today unless the context requires
otherwise.
For further information on ANGLE:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
finnCap Ltd (NOMAD and Joint
Broker)
Corporate Finance - Adrian
Hargrave, Simon Hicks, Kate
Bannatyne
Corporate Broking - Alice Lane,
Nikita Jain +44 (0) 20 7220 0500
WG Partners (Joint Broker)
Nigel Barnes, Nigel Birks,
Andrew Craig, Chris Lee +44 (0) 203 705 9330
FTI Consulting
Simon Conway, Mo Noonan, Stephanie
Cuthbert +44 (0) 203 727 1000
Kimberly Ha (US) +1 212 850 5612
Important notice
Neither the contents of the Company's website nor the contents
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 does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
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 U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into 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 is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan, the Republic of
Ireland or any jurisdiction where to do so might constitute a
violation of local securities laws or regulations (a "Prohibited
Jurisdiction"). This announcement and the information contained
herein are not for release, publication or distribution, directly
or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction.
finnCap is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. finnCap is acting solely as
nominated adviser, joint broker and joint bookrunner exclusively
for the Company and no one else in connection with the contents of
this announcement and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the contents of this announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on finnCap by FSMA or the
regulatory regime established thereunder, finnCap accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. finnCap accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
WG Partners is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. WG Partners is acting solely as
joint broker and joint bookrunner exclusively for the Company and
no one else in connection with the contents of this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on WG Partners by FSMA or the regulatory
regime established thereunder, WG Partners accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. WG Partners accordingly disclaims all and any liability
whatsoever, whether arising in tort,
contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
announcement or any such statement.
In connection with the Placing, finnCap, WG Partners and their
respective affiliates, acting as investors for their own accounts,
may subscribe for or purchase ordinary shares in the Company
("Ordinary Shares") and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by finnCap, WG Partners and any of their respective
affiliates acting as investors for their own accounts. In addition,
finnCap, WG Partners or their respective affiliates may enter into
financing arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Neither finnCap nor WG Partners has any intention
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded 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. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 05, 2017 06:46 ET (10:46 GMT)
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