TIDMROQ
RNS Number : 9449V
Roquefort Investments PLC
16 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY
JURISDICTION.
16 December 2021
Roquefort Investments plc
("Roquefort Investments" or the "Company")
Publication of Prospectus
Roquefort Investments (LSE:ROQ), the London listed investment
company established to acquire businesses focused on early-stage
opportunities in the medical biotechnology sector , is pleased to
announce that, further to the conditional share sale and purchase
agreement (the "Acquisition Agreement") with Provelmare Holding
S.A. as announced on 18 November 2021, the Company has today
published its Prospectus in relation to the proposed acquisition of
Lyramid Pty Limited ("Lyramid"), the conditional placing for new
Ordinary Shares to raise gross proceeds of GBP3 million (the
"Placing") and the issue of Consideration Shares (as described
below).
As announced on 18 November 2021 the Company entered into the
Acquisition Agreement pursuant to which Roquefort Investments
agreed to acquire the entire issued share capital of Lyramid for an
initial consideration of a cash payment of GBP500,000 and the issue
of 5,000,000 new ordinary shares ("Consideration Shares") (the
"Acquisition"). The Acquisition is conditional, inter alia, on
Admission (as described below) and a successful Placing.
The net proceeds of the Placing after expenses are estimated at
GBP2,563,492 (the "Net Placing Proceeds"). The Net Placing
Proceeds, together with existing cash, are intended to be used to
fund the cash component of the consideration for the Acquisition,
pre-clinical drug development and working capital.
The Prospectus and an electronic copy of the Prospectus has been
made available on the Company's website ( www.roquefortinvest.com )
The Prospectus will also be available for inspection at the
National Storage Mechanism website: (
https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).
The Company also confirms that it has today allotted the
5,000,000 Initial Consideration Shares and the 30,000,000 Placing
Shares ("New Ordinary Shares"), conditionally on the re-admission
of the Existing Ordinary Shares and the admission of the New
Ordinary Shares to the Official List by way of a Standard Listing
and to trading on the London Stock Exchange's Main Market for
listed securities ("Admission") at the issue price of GBP0.10 per
New Ordinary Share.
Applications are being made to the FCA and to the London Stock
Exchange for the re-admission of the Existing Ordinary Shares and
for admission of the New Ordinary Shares to the Official List by
way of a Standard Listing and to trading on the London Stock
Exchange's Main Market for listed securities.
It is expected that Admission will become effective at or around
8.00 a.m. on 21 December 2021 and that dealings in the New Ordinary
Shares will commence at that time and that trading in the Existing
Ordinary Shares will resume at that time.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares of the Company and will on issue be free of all
claims, liens, charges, encumbrances and equities.
The Company confirms that with effect from Admission, the
Company's issued share capital will comprise 71,900,000 ordinary
shares of GBP0.01 each, with each share carrying the right to one
vote. The Company does not hold any ordinary shares in
treasury.
The above figure of 71,900,000 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or of a change to
their interest in the Company under the FCA's Disclosure and
Transparency Rules.
Terms used in this announcement shall, unless the context
otherwise requires, be as defined in the announcement published by
the Company on 18 November 2021 in relation to the Acquisition of
Lyramid and the Placing .
Expected Timetable of Principal Events
Publication of the Prospectus 16 December 2021
Completion of Acquisition 21 December 2021
Issue of New Ordinary Shares 21 December 2021
Admission and commencement of dealings 8.00 a.m. on 21 December
2021
Ordinary Shares to be issued in uncertificated form credited
to stock accounts in CREST 21 December 2021
Ordinary Share certificates (for Placing Shares) despatched
in week commencing 3 January 2022
All times are London times unless stated otherwise
Stephen West, Executive Chairman, commented:
"We're delighted to issue shareholders with the Prospectus in
relation to the proposed acquisition of Lyramid. This is a
transformative transaction for Roquefort Investments and one which
sets the Company on an exciting journey as Lyramid continues to
progress its pre-clinical drug development programme around
Midkine-based therapeutics.
We thank shareholders for their support through the process, as
demonstrated by the strong demand for the recent Placing, and we
look forward to the recommencement of trading next week."
Enquiries:
Roquefort Investments plc
+44 (0)20 3290
Stephen West (Chairman) 9339
Buchanan (Public Relations)
Ben Romney / Jamie Hooper
+44 (0)20 7466
Optiva Securities Limited (Broker) 5000
+44 (0)20 3411
Christian Dennis 1881
For further information, please visit www.roquefortinvest.com
and @roquefortinvest on Twitter.
LEI: 254900P4SISIWOR9RH34
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