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")
Intention to admit to trading on AIM
Strong support for Fundraising
Launch of Restricted Offer
Verici Dx plc, a developer of advanced clinical diagnostics for organ transplant, confirms that it will shortly apply to have its issued share capital, as enlarged by a proposed placing, subscription and a Restricted Offer (as defined below) (together, the "Fundraising"), admitted to trading on AIM in due course ("Admission"). Verici Dx is pleased to announce that it has received strong levels of support for the Fundraising and will separately announce the launch of the Restricted Offer (as defined in the announcement made on 13 October 2020) being made available shortly and for a limited period only to qualifying Verici Dx shareholders.
This announcement follows on from the recently released Schedule One announcement indicating the expected fundraising size and market capitalisation on Admission, which is expected to occur on 3 November 2020.
Key Fundraising Statistics:
| Total Fundraising Size1: |
£14.5 million |
| Issue Price per new ordinary share of 0. 1 pence each ("Ordinary Shares"): |
20.0 pence |
| Existing Verici Dx Ordinary Shares2: |
59,416,135 |
| Ordinary Shares arising on Loan Note Conversion3: |
9,831,681 |
| Ordinary Shares In Issue Prior to Fundraising: |
69,247,816 |
| New Ordinary Shares to be issued pursuant to the Fundraising: |
72,500,000 |
| Enlarged issued share capital on Admission |
141,747,816 |
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| Market capitalisation at the Issue Price: |
circa £28.35 million |
Notes:
1 Includes gross proceeds of £14.0 million from the placing and subscription, plus £0.5 million from the Restricted Offer.
All 2,500,.000 Ordinary Shares available under the Restricted Offer are expected to be issued under full take-up.
2 Assumes conversion of existing A shares and the single Golden Share into Ordinary Shares shortly before Admission
3 Loan notes worth $2.5 million held by Renalytix AI plc will be converted into the equivalent value of new Ordinary Shares at the Issue Price (using a GBP:USD exchange rate of 1.2714, being the average of the daily closing FX rates over the six month period to 14 October 2020, according to FactSet)
An updated draft admission document, including details of the deal size and price (the "P-Proof"), will be made available to participants in the Fundraising on 22 October. Allocations in relation to the placing and subscription are expected to be confirmed shortly thereafter.
The Restricted Offer is being made at the same price as the placing and subscription. A separate announcement will be made in this regard and qualifying Verici Dx shareholders will receive a letter alerting them to the commencement of the application period for the Restricted Offer and providing details of the application process.
Please note that the P-Proof Admission Document is drafted as though written on the intended publication date of the final form Admission Document, and so describes certain matters that are still in progress as though they have happened.
Further announcements will be made as appropriate.
Enquiries:
| Verici Dx |
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| Sara Barrington, CEO |
Via Walbrook PR |
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| Julian Baines, Chairman |
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| N+1 Singer (Nominated Adviser & Broker) |
Tel: 020 7496 3000 |
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| Aubrey Powell / Justin McKeegan (Corporate Finance) |
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| Walbrook PR Limited |
Tel: 020 7933 8780 or vericidx@walbrookpr.com |
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| Paul McManus / Sam Allen |
Mob: 07980 541 893 / 07748 651 727 |
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About Verici Dx plc www.vericidx.com
Verici Dx is developing and commercialising tests to understand how a patient will and is responding to organ transplant, with an initial focus on kidney. One of the most significant threats to a successful transplant, or graft, is the body's own immune system. Patients' immune systems differ in how they respond to the presence of the transplanted organ, characterizing this response is called immune phenotyping. Our products and solutions are underpinned by extensive scientific research into the recipient's immune phenotype and how that impacts on acute rejection, chronic injury and ultimately failure of the transplant. These immuno-profile signatures also inform clinicians as to the optimal strategy for immunosuppressive and other therapies for the most successful treatment to ensure graft acceptance with the least amount of side effects.
The foundational research was driven by a deep understanding of cell-mediated immunity and is enabled by access to expertly curated collaborative studies in highly informative cohorts in kidney transplant.
Disclaimer
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus nor an admission document. This announcement is not and does not constitute, or form part of, and should not be construed as, an offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities in the Company in any jurisdiction, including in or into the United States, Canada, Australia, the Republic of South Africa or Japan or their respective territories or possessions.. This announcement does not constitute a recommendation regarding any securities.
Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the Pathfinder, the P-Proof of the admission document and the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the Fundraising and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete.
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