Biome Technologies plc (LON:BIOM) has announced a retail offer to shareholders in the Company only via REX of ordinary shares of 5 pence each in the capital of the Company at an issue price of 5 pence per new Ordinary Share.
In addition to the Retail Offer, earlier today the Company announced, amongst other things, a trading update, a subscription for new Ordinary Shares at the Issue Price to raise a total of approximately £950,000 before expenses and the conversion of certain of the existing convertible loan notes into 25,573,218 new Ordinary Shares at a conversion price equal to the Issue Price.
The Subscription will be undertaken in two tranches; (i) a firm subscription of 200,000 Subscription Shares to be undertaken alongside the conversion of certain of the Company’s existing convertible loan notes into the Conversion Shares, each to be issued and allotted pursuant to the Company’s existing authorities to issue and allot equity securities on a non-pre-emptive basis; and (ii) a conditional subscription for 18,800,000 Subscription Shares, conditional upon, amongst other things, the passing of certain resolutions at the general meeting proposed to be held at 11.00 a.m. on 4 September2024 at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB.
For the avoidance of doubt, the Retail Offer is not part of the Subscription.
The Retail Offer and the Second Subscription are conditional upon, inter alia, the passing of the Resolutions, as well as admission of the Retail Offer Shares and the Second Subscription Shares to trading on AIM. The Company has received irrevocable undertakings too vote in favour of the Resolutions from Shareholders representing approximately 93 per cent. of the Ordinary Shares eligible to vote on those Resolutions. Admission of the Retail Offer Shares is expected to take place at 8.00 a.m. on 5 September 2024.
Retail Offer
Biome Technologies values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer via participating financial intermediaries. Accordingly, the Company is making the Retail Offer open to eligible investors in the United Kingdom following release of this announcement through the REX platform.
The Retail Offer is expected to close at 12:00pm on 21 August 2024. Eligible shareholders should note that financial intermediaries may have earlier closing times.
At the time of this announcement the following intermediaries have confirmed their participation in the Retail Offer:
· AJ Bell
· Hargreaves Lansdown
· interactive investor
Other retail brokers or wealth managers wishing to participate in the Retail Offer on behalf of existing retail shareholders, should contact [email protected].
To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary and, as at the date hereof, must be a shareholder in the Company.
Eligible investors wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.
There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Issue Price does not exceed £80,000.
The Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and MAR.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The person responsible for arranging the release of this announcement on behalf of the Company is Paul Mines, Chief Executive Officer of the Company.
Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the announcement made by Biome Technologies on 16 August 2024 regarding the Subscription and Conversion.
