TIDMROQ
RNS Number : 2856Z
Roquefort Therapeutics PLC
13 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
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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,
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13 September 2022
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Publication of Prospectus
Roquefort Therapeutics (LSE:ROQ,OTCQB:ROQAF), the Main Market
listed biotech company focused on early-stage opportunities in the
biotechnology sector, is pleased to announce that, further to the
conditional share sale and purchase agreement (the "Acquisition
Agreement") with the shareholders of Oncogeni Limited (the
"Sellers") as announced on 22 June 2022, the Company has today
received approval from the FCA of its prospectus (the "Prospectus")
and published its Prospectus in relation to the proposed
acquisition of the entire issued share capital of Oncogeni Limited
("Oncogeni"), the conditional placing for new Ordinary Shares to
raise gross proceeds of GBP1,015,000 (the "Placing") and the issue
of Consideration Shares (as described below).
The Prospectus and an electronic copy of the Prospectus has been
made available on the Company's website
(https://www.roquefortplc.com/category/shareholder-documents/). The
Prospectus will also be available for inspection at the National
Storage Mechanism website:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
As announced on 22 June 2022 the Company entered into the
Acquisition Agreement pursuant to which Roquefort Therapeutics
agreed to acquire the entire issued share capital of Oncogeni for
an aggregate consideration of GBP5,500,000 to be satisfied by the
issue of 50,000,000 new ordinary shares in the Company
("Consideration Shares") to the Sellers (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
GBP825,000 (the "Net Placing Proceeds"). The Net Placing Proceeds
are intended to be used to fund the Oncogeni pre-clinical drug
development programs and working capital.
The Company also confirms that it has allotted the 50,000,000
Consideration Shares at the issue price of GBP0.11 per New Ordinary
Share and the 7,249,998 Placing Shares at the issue price of
GBP0.14 per New Ordinary Share ("New Ordinary Shares"),
conditionally on 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").
Applications are being made to the FCA and to the London Stock
Exchange for 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.
It is expected that Admission will become effective at or around
8.00 a.m. on 16 September 2022 and that dealings in the New
Ordinary Shares will commence 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 129,149,998 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 129,149,998 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 22 June 2022 in relation to the Acquisition of
Oncogeni and the Placing .
Expected Timetable of Principal Events
Publication of the Prospectus 13 September 2022
Completion of Acquisition 16 September 2022
Issue of New Ordinary Shares 16 September 2022
Admission and commencement of dealings 8.00 a.m. on 16 September
2022
Ordinary Shares to be issued in uncertificated form credited
to stock accounts in CREST 16 September 2022
Share certificates despatched in respect of
Ordinary Shares
3 October 2022
All times are London times unless stated otherwise
-Ends-
Enquiries:
Roquefort Therapeutics plc
+44 (0)20 3290
Stephen West (Chairman) 9339
Hybridan LLP (Joint Broker)
Claire Louise Noyce
Optiva Securities Limited (Joint +44 (0)203 764
Broker) 2341
+44 (0)20 3411
Christian Dennis 1881
Buchanan (Public Relations)
Ben Romney / Jamie Hooper / George +44 (0)20 7466
Beale 5000
For further information on Roquefort Therapeutics, please visit
www.roquefortplc.com and @RoquefortTherap on Twitter.
LEI: 254900P4SISIWOR9RH34
About Roquefort Therapeutics
Roquefort Therapeutics (LSE:ROQ, OTCQB:ROQAF) is a Main Market
listed biotech company developing products through the pre-clinical
phase prior to partnering or selling to big pharma. The Company is
focused on developing first in class drugs in the high value and
high growth oncology segment.
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