Provexis PLC Funding Update (4846M)

TIDMPXS

RNS Number : 4846M

Provexis PLC

28 July 2017

28 July 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ('FSMA') AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

Provexis plc

Funding update and fundraising via PrimaryBid

Provexis plc ('Provexis' or the 'Company'), the business that develops, licenses and sells the proprietary, scientifically-proven Fruitflow(R) heart-health functional food ingredient, is pleased to announce a funding update, and a fundraising to individual and institutional investors exclusively on PrimaryBid.com from 4.30pm on 28 July 2017 to 5:00pm on 30 July 2017.

First Subscription - completed in May 2017

The Company confirmed in its results of placing announcement on 10 May 2017 that it had raised gross proceeds of GBP350,000 at 0.50 pence per ordinary share via a placing (the 'First Subscription') of 70,000,000 new ordinary shares of 0.1p each (the 'First Subscription New Ordinary Shares') with new and existing investors.

Second Subscription - completion expected on 31 July 2017

The Company's funding update RNS announcement of 3 July 2017 confirmed that the Company was in late stage discussions with a small group of investors in relation to a Second Subscription to raise further working capital for the Company via a placing of new ordinary shares of 0.1p each (the 'Second Subscription New Ordinary Shares'), in connection with which the Company had applied to Her Majesty's Revenue and Customs ('HMRC') for advance assurance that it would be eligible to issue new ordinary shares under HMRC's Enterprise Investment Scheme ('EIS'). The Company confirmed in its announcement of 3 July 2017 that it had received a new positive EIS advance assurance clearance from HMRC.

The Company is pleased to confirm a Second Subscription to raise approximately GBP240,000 at a subscription price of 0.50 pence per ordinary share with no commissions or expenses payable. The Company highly values its private investor base and believes it would be appropriate to provide private investors with an opportunity to participate in the Second Subscription at 0.50 pence per ordinary share by way of an offer through the Company's existing access to the PrimaryBid.com platform (the 'Offer').

The Company is therefore opening the Second Subscription to individual and institutional investors exclusively on PrimaryBid.com from 4:30pm today until 5:00pm on 30 July 2017. PrimaryBid Limited is acting as sole arranger for the Offer.

Subscriptions through the PrimaryBid.com platform will be considered by the Company on a 'first come, first served' basis subject to conditions, with any investment request over GBP40,000 first requiring the Company's consent.

The Directors believe that subscriptions through the PrimaryBid.com platform should be eligible (subject to the individual circumstances of each investor subscribing for Second Subscription New Provexis Shares) for tax reliefs for new shareholders under the Enterprise Investment Scheme ('EIS') and for investment by Venture Capital Trusts ('VCT').

The Company noted in its announcement of 3 July 2017 that the November 2015 changes to the EIS rules included a restriction on existing shareholders claiming EIS relief, which means that an existing shareholder will only be able to claim relief if all of their existing shares:

   --          Were issued under EIS; or 
   --          Are subscriber shares i.e. original shares issued by the Company on incorporation 

The Company has obtained advance assurance from HMRC that shares in the Company represent a qualifying investment for a VCT and qualify for EIS tax reliefs. The Directors are not aware of any change in the qualifying conditions or the Company's circumstances that would prevent the Second Subscription New Provexis Shares from being eligible VCT and EIS investments on this occasion. It should be noted that receipt of advance assurance is not a guarantee that the Second Subscription New Provexis Shares will qualify as a qualifying investment for a VCT or qualify for EIS tax reliefs.

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for Second Subscription New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Offer, please visit www.PrimaryBid.com or call PrimaryBid.com on [phone].

The Second Subscription is expected to be completed and the results of it announced on 31 July 2017.

Proceeds from the two placings will be used to provide the Company with additional working capital to support its growth plans over the coming years. The Company issued a trading update on 10 May 2017 at www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PXS/13220035.html and a funding update on 3 July 2017 at www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PXS/13280648.html . These announcements included confirmation of significant progress for the business across a number of areas.

Dawson Buck, Chairman of Provexis, commented:

'The Board is pleased to report that the total First and Second Subscriptions are currently expected to raise at least GBP590,000 in total, and the funds raised will be used to provide the Company with additional working capital to support its revenue growth plans over the coming years, to include the strongly positive announcements and initiatives which the Company set out in its recent trading update.

The Company highly values its private investor base and is delighted to provide private investors with an opportunity to participate in the Second Subscription at 0.50 pence per share through the PrimaryBid.com platform.'

This announcement contains inside information.

ends-

For further information please contact:

   Provexis plc                                                     Tel:      [phone] 
   Dawson Buck, Chairman                                             [e-mail] 

Ian Ford, Finance Director

   Cenkos Securities plc                                      Tel:      [phone] 

Bobbie Hilliam

   PrimaryBid Limited                                          Tel:      [phone] 

Dave Mutton

PrimaryBid.com Offer

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

The Offer is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a 'first come first served' basis.

The maximum investment amount under the Offer for any investor is GBP40,000. Any investment request over GBP40,000 will first require the Company's consent.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for Second Subscription New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The Company may, at its sole discretion, elect to increase the total number of Second Subscription New Ordinary Shares available under the fundraising.

The Second Subscription New Ordinary 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 of 0.1p each in Provexis.

Application will be made to the London Stock Exchange plc for the admission of the Second Subscription New Ordinary Shares to trading on AIM ('Admission'). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 4 August 2017 - at which time it is also expected that the Second Subscription New Ordinary Shares will be enabled for settlement in CREST.

The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

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.

The availability of reliefs under the EIS depends on the individual circumstances of an investor and advice should be sought by each investor on the availability of EIS reliefs for them.

It should be noted that a subscription for Second Subscription New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for Second Subscription New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Second Subscription New Ordinary Shares if they are in any doubt.

Expected Timetable of Principal Events

 
 Announcement of the Fundraising               28 July 2017 
 
 Closing of subscriptions              5:00 p.m. on 30 July 
  on PrimaryBid.com                                    2017 
 
 Announcement of result of                     31 July 2017 
  the Fundraising 
 
 Admission and commencement        By 8:00 a.m. on 4 August 
  of dealings in the Second                            2017 
  Subscription New Ordinary 
  Shares on AIM 
 
 

Definitions

 
 'CREST'                      the relevant system 
                               (as defined in the CREST 
                               Regulations) in respect 
                               of which Euroclear is 
                               the operator (as defined 
                               in the CREST Regulations) 
---------------------------  ------------------------------- 
 'Euroclear'                  Euroclear UK & Ireland 
                               Limited 
---------------------------  ------------------------------- 
 'Prospectus Rules'           the Prospectus Rules 
                               made in accordance with 
                               the EU Prospectus Directive 
                               2003/71/EC in relation 
                               to offers of securities 
                               to the public and the 
                               admission of securities 
                               to trading on a regulated 
                               market 
---------------------------  ------------------------------- 
 'Restricted Jurisdictions'   United States of America, 
                               Canada, Australia, Japan 
                               and the Republic of 
                               South Africa and any 
                               other jurisdiction where 
                               the extension or availability 
                               of the Offer would breach 
                               any applicable law 
---------------------------  ------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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July 28, 2017 11:30 ET (15:30 GMT)