Proposed Placing launch via accelerated bookbuild (ABB) and direct Subscription
Definitions contained within Appendix II to this Announcement apply unless the context otherwise requires
Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces its intention to conduct a fundraise through the non pre-emptive issue of at least 28,571,429 new ordinary shares at a price of 35 pence per share (the “Fundraise Price”), to raise gross proceeds for the Company of at least £10.0 million (approximately $13.3 million) (the “Fundraise”).
The Fundraise will comprise a non-pre-emptive placing with institutional and other investors (the “Placing”) and a direct subscription with a limited number of entities and individuals who are outside of the United Kingdom (the “Subscription”).
The Fundraise Price of 35 pence represents a discount of 6.67 per cent. to Verici’s closing mid-price on 3 March 2022 (being the last practicable day prior to the publication of this Announcement).
The Company intends to use the net proceeds of the Fundraise to take advantage of the opportunities outlined in the Progress and Strategy announcement released on 12 January 2022 and continue the accelerated progress the Company has experienced to date.
As of 31 December 2021, the Company had unaudited net cash of £7.7 million ($10.3 million). The net proceeds of the Fundraise will be used, together with the Company’s existing available resources, to:
The Placing Shares are being offered, subject to the satisfaction of certain conditions set out in the Appendix to this announcement, by way of an accelerated bookbuild (the “Bookbuild”) which will be launched immediately following this Announcement. Singer Capital Markets Securities Limited ("Singer Capital Markets") is acting as the sole bookrunner in connection with the Placing.
The Placing, which is conditional on, amongst other things, Admission, is being carried out within the Company’s existing shareholder authority to issue shares on a non pre-emptive basis. The number of Placing Shares will be agreed by the Company in conjunction with the bookrunner following the close of the Bookbuild to further orders, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, acceptance of any orders received after a close of Bookbuild announcement, final allocations and the total size of the Placing shall be determined at the absolute discretion of the Company and the bookrunner. The Placing is not conditional upon the Subscription and is likely to complete before the Subscription is closed. The Fundraise will not in any event involve the issue of more than 35,436,954 new ordinary shares, being the maximum limit under the Company’s existing authority to allot shares on a non pre-emptive basis. Neither the Placing nor the Subscription is being underwritten.
As part of the Placing, the Company is seeking to raise funds by the issue of Placing Shares to Venture Capital Trusts (“VCTs”) and investors seeking tax relief under the Enterprise Investment Scheme (“EIS”) (together the “EIS/VCT Placing Shares”) (the “EIS/VCT Placing”). The raising of funds via the issue of the balance of the Placing Shares is referred to herein as the “Non-EIS/VCT Placing”.
The EIS/VCT Placing Shares to be issued pursuant to the First Placing are intended to rank as “eligible shares” for the purposes of EIS and VCT investors and a “qualifying holding” for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007 (“ITA 2007”). The Company has not made an advanced assurance application to HM Revenue & Customs (“HMRC”) in respect of EIS qualification of this Placing, but the Company has obtained a written opinion from specialist tax advisers confirming that the Company would, subject to the relevant limits on such issuances, be able to issue the EIS/VCT Placing Shares as “eligible shares” under the relevant sections of the ITA 2007. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn. If the Company carries on activities beyond those disclosed to HMRC in a prior advance clearance, then shareholders may cease to qualify for the tax benefits. Placees must take their own advice and rely on it.
The allotment and issue of the EIS/VCT Placing Shares is not conditional upon completion of the Non-EIS/VCT Placing, which is conditional upon Admission and, once made, such allotments under the EIS/VCT Placing will remain valid regardless of whether -Admission occurs and the Non-EIS/VCT Placing completes.
Expected Timetable of Principal Events
|Announcement of the Fundraising||7.00 a.m. on 4 March|
|Announcement of the results of the Fundraising||4 March|
|Allotment and issue of the EIS/VCT Placing Shares||11 March|
|Allotment and issue of the Non-EIS/VCT Placing Shares
and the Subscription Shares
|Admission and commencement of dealings
in the Placing Shares
Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service.
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 firstname.lastname@example.org
Mob: 07980 541 893 / 07748 651 727