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Launch of Restricted Offer

Not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States, Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa or any other jurisdiction where it is unlawful to distribute this announcement.

22 October 2020

Verici Dx plc

(“Verici Dx” or the “Company”)

Launch of Restricted Offer

Verici Dx plc, a developer of advanced clinical diagnostics for organ transplant, announced earlier today that it proposes to raise up to £14.5 million by means of a proposed placing, subscription and a Restricted Offer (as defined below) (together, the “Fundraising”).

The Company has now written to Qualifying Shareholders to confirm that a restricted offer is being launched, in addition to the placing and subscription, which will enable Qualifying Shareholders in the UK to subscribe for ordinary shares of 0.1p each (“Verici Shares”) at the same issue price, being 20.0 pence per Ordinary Share (the “Restricted Offer”).

As announced separately on 22 October 2020, the Company has received strong levels of funding support for the placing and subscription to raise £14.0 million, with the Restricted Offer being open to acceptances to raise, in aggregate, up to a further £0.5 million.

Gross proceeds for the Fundraising are expected to be £14.5 million in any event, as the Company has discretion to place any Verici Shares not applied for in the Restricted Offer with other investors.

The Restricted Offer is only available to certain persons, being persons who held the beneficial title to any Ordinary Shares of 0.1p each in the capital of the Company as at close of business on 9 July 2020 (the “Record Date”) whose registered address is in the UK (“Qualifying Shareholders”).

Details of the Application Form’s availability are contained within the letter to Qualifying Shareholders. The letter to Qualifying Shareholders and the Application Form set out further details of the Restricted Offer.

Please note that the P-Proof Admission Document is written as of the intended publication date (on or around 3 November) and so describes certain matters that are still in progress as though they have happened.

Qualifying Shareholders who decide to apply for Verici Shares in the Restricted Offer should first read the P-Proof Admission document in its entirety, including but not limited to the Important Information section, Part 1 (Information on Verici Dx plc, the Market Opportunity and Strategy), Part 2 (Risk Factors), the Restricted Offer terms which will apply to any application for Verici Shares made under the Restricted Offer as are set out in Part 7 (Restricted Offer Terms), and the Q&A relating to the Restricted Offer set out in Part 8 (Restricted Offer Q&A).

Any Qualifying Shareholder should carefully consider if a further investment in the Company is suitable for their investment parameters and risk profile and are recommended to take independent advice from their own personal financial adviser, stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA. For the avoidance of doubt neither the directors of the Company nor Nplus1 Singer Advisory LLP (“N+1 Singer”), the Company’s nominated adviser and corporate broker, is making any recommendation as to what action Qualifying Shareholders should take and the Restricted Offer is being solely organised by the Company.

If you have a query concerning the completion of the Application Form, please telephone the Link Group (the “Receiving Agent”) on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider.

Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Qualifying Shareholders who decide to participate in the Restricted Offer should complete and submit their Application Form in accordance with the instructions provided. If you do not wish to take part in the Restricted Offer then no action is required.

The latest time for receipt of Application Forms is 11.00 a.m. on 28 October 2020.

Following the application period, the Company will announce the result of the Restricted Offer and confirm the finalisation of the Fundraising. The expected admission date for Verici Shares to commence trading on AIM is 8 a.m. on Tuesday, 3 November 2020.

The Company may, in its absolute discretion, offer Verici Shares for which applications have not been made or accepted in the Restricted Offer to participants in the Fundraising or such other persons (who may not be Qualifying Shareholders) as part of the wider Fundraising, as it deems fit.


Sara Barrington, CEO
Julian Baines, Chairman
Via Walbrook PR

N+1 Singer (Nominated Adviser & Broker)
Aubrey Powell / Kailey Aliyar / Tom Salvesen

Tel: 020 7496 3000

Walbrook PR Limited
Paul McManus / Sam Allen

Tel: 020 7933 8780 or
Mob: 07980 541 893 / 07748 651 727