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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Abzena | LSE:ABZA | London | Ordinary Share | GB00BN65QN46 | ORD GBP0.002 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 15.75 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMABZA
RNS Number : 7046B
Abzena PLC
05 April 2017
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Abzena plc
RESULT OF BOOKBUILD
Cambridge, UK, 5 April 2017 - Abzena plc ("Abzena" or the "Company") is pleased to announce the result of the bookbuild announced earlier today (the "Placing").
A total of 75,757,576 new ordinary shares of GBP0.002 each in the Company (the "Placing Shares") representing approximately 55.0 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares) have been conditionally placed at a price of 33 pence per Placing Share (the "Placing Price") raising proceeds of approximately GBP25 million (before expenses), subject to completion of the Placing.
The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
Numis Securities Limited ("Numis") and N+1 Singer Advisory LLP ("N+1 Singer", and together with Numis, the "Joint Bookrunners") have acted as joint bookrunners in respect of the Placing. Numis is acting as nominated adviser to the Company.
Other than where defined, capitalised terms used in this announcement have the meanings given to them in the announcement released by the Company this morning at 7.00 a.m.
Circular to be posted today
Further to this announcement that it has conditionally raised gross proceeds of approximately GBP25 million through a placing of new Ordinary Shares, Abzena is pleased to announce that a circular (the "Circular") will be posted today notifying shareholders of a general meeting which is being convened for the purpose of considering the resolutions required in connection with the Placing, at The Cambridge Building, Babraham Research Campus, Babraham, Cambridge CB22 3AT at 10.00 a.m. on 21 April 2017.
A copy of the Circular will shortly be available online at www.abzena.com.
Related Party Transactions
The subscriptions for Placing Shares by each of Invesco, Woodford and Touchstone Innovations and each of the Directors (other than Nigel Pitchford) constitute related party transactions for the purposes of Rule 13 of the AIM Rules by virtue of such persons being substantial shareholders in the Company or members of the Board.
Participation of Invesco and Woodford in the Placing
The Directors consider, having consulted with Numis, the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as its Shareholders are concerned.
Participation of Touchstone Innovations in the Placing
The Directors (other than Nigel Pitchford) consider, having consulted with Numis, the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as its Shareholders are concerned.
Participation of the Directors (other than Nigel Pitchford) in the Placing
Nigel Pitchford, in his capacity as the independent Director, considers, having consulted with Numis, the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as its Shareholders are concerned.
Directors' shareholdings
Kenneth Cunningham, John Burt, Julian Smith, Anthony Brampton and Peter Grant have subscribed for, in aggregate, 196,970 Placing Shares at the Placing Price, representing approximately 0.26 per cent. of the Placing Shares. The following table shows the number of Ordinary Shares held by these Directors at the date of this announcement, the number of Placing Shares subscribed for by each such Director at the Placing Price, the number of Ordinary Shares held by each such Director on Admission and the percentage of the enlarged Share Capital held by each such Director.
Hot Features
Premium
Ordinary shares Number Percentage
held at date of Placing Ordinary of
of this Announcement Shares Shares held Enlarged Share
Shareholder subscribed post Admission(1) Capital(1)
Kenneth Cunningham 757,310 30,303 787,613 0.37%
John Burt 2,120,262 30,303 2,150,565 1.01%
Julian Smith 495,116 30,303 525,419 0.25%
Anthony Brampton 135,380 75,758 211,138 0.10%
Peter Grant 25,000 30,303 55,303 0.03%
1. Assuming no change in the notified positions of the above Shareholders and no other issuance of shares by the Company between the date of this document and Admission
The notification at the end of this announcement, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on the Directors' dealings.
Action to be taken
A notice convening the General Meeting to be held at The Cambridge Building, Babraham Research Campus, Babraham, Cambridge CB22 3AT at 10.00 a.m. on 21 April 2017 will be set out in the Circular. A Form of Proxy for use by Shareholders in connection with the General Meeting will be enclosed with the Circular.
Whether or not you propose to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Company's Registrar, by post or by hand (during normal business hours only) to SLC Registrars of 42-50 Hersham Road, Walton on Thames, Surrey KT12 1RZ, as soon as possible and in any event so as to arrive no later than 10.00 a.m. on 19 April 2017. A replied paid envelope will be enclosed with the Circular. Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.
Recommendation
The Placing is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting. As mentioned above, Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Placing will not proceed and the Company will need to seek immediate alternative sources of finance to continue to execute its business plan and to finance the working capital requirements of the Group. The Directors consider that any alternative financing, which may or may not be forthcoming and, if available, may be on less favourable, or more onerous, terms to the Company and could risk leading to more substantial dilution for or risk to Shareholders than would be the case under the proposed Placing.
Accordingly, the Directors believe that the Placing is in the best interests of the Company and Shareholders, taken as a whole and the Directors unanimously recommend Shareholders vote in favour of the Resolutions, as they intend to do in respect of their own holdings of Ordinary Shares, amounting to, in aggregate, 3,533,068 Ordinary Shares as at 4 April 2017, being the last practicable date prior to the publication of this announcement, representing approximately 2.56 per cent. of Abzena's existing ordinary share capital.
The City Code
The City Code is issued and administered by the Takeover Panel. The Company is subject to the City Code and therefore its Shareholders are entitled to the protections afforded by the City Code.
Shareholders should be aware that, under Rule 9 of the City Code: (i) any person (together with any persons acting in concert with him) who acquires 30 per cent. or more of the voting rights attached to the issued share capital of the Company; or (ii) any person (together with any persons acting in concert with him) who has an interest in shares of not less than 30 per cent. but does not hold more than 50 per cent. of the voting rights attached to the issued share capital of the Company and who acquires an interest in any other shares which increases the percentage of the shares in which the person has an interest, may, pursuant to Rule 9.1 of the City Code, be required by the Takeover Panel to make an offer for the shares in the Company not owned or controlled by him at that time. Such an offer made pursuant to Rule 9.1 of the City Code, must be made in cash, at the highest price paid by such person (or any persons acting in concert with him) for shares in the Company within the preceding 12 months, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights.
As at 4 April 2017, being the last practicable date prior to the date of this announcement, Invesco, Woodford and Touchstone Innovations held 26.24 per cent., 23.05 per cent. and 19.67 per cent. of the voting rights attached to the issued share capital of the Company respectively.
Shareholders should also be aware that because:
(a) Invesco holds more than 20 per cent. (39.02 per cent.) of the voting rights attached to the issued share capital of Touchstone Innovations, there is a presumption pursuant to the City Code (which has not been rebutted) that Invesco and Touchstone Innovations are acting in concert in relation to their shareholdings in the Company. Therefore, Shareholders should note that as at 4 April 2017, being the last practicable date prior to the date of this announcement, the presumed concert party of Invesco and Touchstone Innovations together holds 45.91 per cent. of the voting rights attached to the issued share capital of the Company; and separately
(b) Woodford holds more than 20 per cent. (23.78 per cent.) of the voting rights attached to the issued share capital of Touchstone Innovations, there is a presumption pursuant to the City Code (which has not been rebutted) that Woodford and Touchstone Innovations are acting in concert in relation to their shareholdings in the Company. Therefore, Shareholders should note that as at 4 April 2017, being the last practicable date prior to the date of this announcement, the presumed concert party of Woodford and Touchstone Innovations together holds 42.73 per cent. of the voting rights attached to the issued share capital of the Company.
In addition to its holding of Ordinary Shares, Touchstone Innovations also holds 325,000 Warrants over Ordinary Shares in the Company. The Takeover Panel has previously agreed to waive the obligation to make a general offer that would otherwise arise as a result of the exercise of the Warrants by Touchstone Innovations. In the event that Touchstone Innovations was to exercise these warrants, and assuming no other new Ordinary Shares had been issued, the total holding of the concert party comprising Invesco and Touchstone Innovations would increase to 46.04 per cent. of the voting rights attached to the issued share capital of the Company and the total holding of the concert party comprising Woodford and Touchstone Innovations would increase to 42.86 per cent. of the voting rights attached to the issued share capital of the Company, which would be slightly higher than in the preceding paragraphs.
On completion of the Placing, the percentage shareholdings of Invesco, Woodford and Touchstone Innovations will be 25.83 per cent., 23.04 per cent. and 16.86 per cent. respectively of shares carrying voting rights attached to the issued share capital, as enlarged by the issue of the Placing Shares. Therefore the holding of the concert party of Invesco and Touchstone Innovations on completion of the Placing will be 91,191,381 Ordinary Shares, representing 42.69 per cent. of the voting rights attached to the enlarged issued share capital of the Company (ignoring for these purposes any Ordinary Shares which would be allotted to Touchstone Innovations on the exercise of its Warrants); and the holding of the concert party of Woodford and Touchstone Innovations on completion of the Placing will be 85,245,058 Ordinary Shares, representing 39.91 per cent. of the shares carrying voting rights attached to the enlarged issued share capital of the Company (ignoring for these purposes any Ordinary Shares which would be allotted to Touchstone Innovations on the exercise of its Warrants).
As described above, in addition to its holding of Ordinary Shares in the Company, Touchstone Innovations also holds 325,000 Warrants over Ordinary Shares in the Company. In the event that Touchstone Innovations was to exercise these warrants following completion of the Placing, and assuming no other new Ordinary Shares had been issued, the total holding of the concert party comprising Invesco and Touchstone Innovations would increase to 42.78 per cent. of the voting rights attached to the issued share capital of the Company and the total holding of the concert party comprising Woodford and Touchstone Innovations would increase to 40.00 per cent. of the voting rights attached to the issued share capital of the Company, which would be slightly higher than in the preceding paragraph.
Given that the Invesco and Touchstone Innovations concert party, and separately the Woodford and Touchstone Innovations concert party will each hold more than 30 per cent. but less than 50 per cent. of the voting rights in the Company, following completion of the Placing, the provisions of Rule 9 will continue to apply. For the avoidance of doubt, there is no presumption under the City Code that, as a result of the two concert party groups referred to above, Invesco and Woodford are acting in concert with one another.
In common with many other fast growing listed companies, Abzena receives periodic expressions of interest from third parties (usually from parties operating within its sector) as to the possibilities for merger and/or acquisition transactions for the businesses in question, which in turn can on occasion prompt initial exploratory discussions in that regard. Abzena confirms that no such discussions are currently on-going or in contemplation.
Admission
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. Subject to Shareholder approval of the Resolutions at the General Meeting, it is expected that Admission will occur and that dealings in the Placing Shares will commence at 8.00 a.m. on 24 April 2017, at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.
The Placing is conditional, amongst other things, upon:
-- the passing of all of the Resolutions;
-- the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 24 April 2017 or such later time and/or date (being no later than 8.00 a.m. on 8 May 2017) as Numis, N+1 Singer and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to them.
The Placing Shares are not subject to clawback in favour of Shareholders. The Placing is not underwritten.
Indicative Timetable
2017
Announcement of the Placing and posting of the Circular 5 April
and Form of Proxy
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on
19 April
General Meeting 10.00 a.m. on
21 April
Result of General Meeting announced via RNS 21 April
Admission and commencement of dealings in Placing 8.00 a.m. on 24
Shares April
Placing Shares to be held in Uncertificated Form 24 April
credited to CREST stock accounts
Despatch of definitive share certificates for Placing Within 14 days
Shares to be held in Certificated Form of Admission
Notes:
(1) References to times in this announcement are to London time (unless otherwise stated).
(2) The dates and timing of the events in the above timetable and in the rest of this announcement are indicative only and may be subject to change.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through RNS.
(4) The SEDOL of the Ordinary Shares is BN65QN4 and the ISIN is GB00BN65QN46.
Key Statistics
Placing Price per Placing Share 33 pence Number of Existing Ordinary Shares 137,846,327 Number of Placing Shares to be issued by the Company 75,757,576 Number of Ordinary Shares in the Enlarged Share Capital 213,603,903 Number of Placing Shares as a percentage of the 35.47 per cent. Enlarged Share Capital Gross proceeds of the Placing GBP25.0m Estimated proceeds receivable by the Company pursuant GBP23.8m to the Placing, net of expenses
-Ends-
Enquiries:
Abzena plc John Burt, Chief Executive Officer Julian Smith, Chief Financial Officer +44 1223 903498 Numis (Nominated Adviser and Broker) Clare Terlouw / James Black / Paul Gillam +44 20 7260 1000 N+1 Singer (Joint Broker) Aubrey Powell / Liz Yong / Mark Taylor +44 20 7496 3069 Instinctif Partners +44 20 7457 2020 Melanie Toyne Sewell / Alex Shaw abzena@instinctif.com
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Kenneth Cunningham
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Chairman
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--- ---------------------------------------------------------------------
a) Description of the Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name John Burt
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Chief Executive Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--- ---------------------------------------------------------------------
a) Description of the Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Julian Smith
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Chief Financial Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--- ---------------------------------------------------------------------
a) Description of the Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Anthony Brampton
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Non-Executive Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--- ---------------------------------------------------------------------
a) Description of the Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 75,758
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 75,758
- Price GBP25,00.14
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
--- ---------------------------------------------------------------------
a) Name Peter Grant
--- -------------------------- -----------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------------
a) Position/status Non-Executive Officer
--- -------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
--- -------------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ---------------------------------------------------------------------
a) Name Abzena plc
--- -------------------------- -----------------------------------------
b) LEI N/A
--- -------------------------- -----------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--- ---------------------------------------------------------------------
a) Description of the Ordinary shares of GBP0.002 each
financial instrument,
type of instrument
GB00BN65QN46
Identification code
--- -------------------------- -----------------------------------------
b) Nature of the transaction Subscription for ordinary shares through
conditional placing. Subscription
is conditional on passing of certain
resolutions at the Company's general
meeting to be held on 21 April 2017
--- -------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ----------
33 pence 30,303
---------- ----------
--- -------------------------- -----------------------------------------
d) Aggregated information
- Aggregated volume 30,303
- Price GBP9.999.99
--- -------------------------- -----------------------------------------
e) Date of the transaction 05 April 2017
--- -------------------------- -----------------------------------------
f) Place of the transaction On-market
--- -------------------------- -----------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEALLSELFXEFF
(END) Dow Jones Newswires
April 05, 2017 10:45 ET (14:45 GMT)
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