TIDMAGL
RNS Number : 5234S
Angle PLC
25 June 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT") AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR
AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO
PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN
THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANGLE PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR.
25 June 2018
ANGLE plc
("ANGLE" or the "Company")
Results of Fundraising
ANGLE plc (AIM:AGL OTCQX:ANPCY), a world-leading liquid biopsy
company, is pleased to announce that, further to the announcement
made earlier today, the Company has increased the size of the
Fundraising and successfully raised gross proceeds of GBP12.7
million with new and existing investors consisting of 8,400,000
EIS/VCT Placing Shares, 15,443,282 General Placing Shares and
1,556,718 Subscription Shares all at a price of 50 pence per New
Ordinary Share (the "Issue Price"). The Issue Price represents a
discount of approximately 8.76 per cent to the closing mid-market
price of an Ordinary Share of 54.8 pence on 22 June 2018.
A circular to Shareholders is expected to be posted shortly,
including details of the General Meeting and the Resolutions and
will be available on the Company's website, www.angleplc.com.
The General Meeting will be held at 10.00 a.m. on 18 July 2018
at the offices of the Company at 10 Nugent Road, The Surrey
Research Park, Guildford, Surrey GU2 7AF.
Related Party Transactions
Jupiter Asset Management Limited ("Jupiter") has agreed to
subscribe for 3,600,000 Placing Shares as part of the Placing.
Jupiter is a related party of the Company for the purposes of the
AIM Rules by virtue of their status as a substantial shareholder of
the Company. The Directors consider, having consulted with the
Company's nominated adviser, finnCap, that the terms of the Placing
with such related party are fair and reasonable insofar as the
Company's shareholders are concerned.
General Meeting and Admission
The Fundraising is conditional, inter alia, upon the passing of
the Resolutions at the General Meeting and upon the relevant
Admission becoming effective (placing of the EIS/VCT Placing Shares
is conditional upon, inter alia, receipt of Advanced Assurance from
HMRC in respect of VCT and EIS qualification and EIS/VCT Admission
and the subscription of the General Placing Shares and Subscription
Shares is conditional upon, inter alia, EIS/VCT Admission and
General Admission).
Upon Admission the Enlarged Issued Share Capital is expected to
be 142,486,522 Ordinary Shares. On this basis, the New Ordinary
Shares will represent approximately 17.83 per cent. of the
Company's Enlarged Issued Share Capital.
Application will be made for the 25,400,000 New Ordinary Shares
to be admitted to trading on AIM. Subject to the Resolutions having
been passed and the Placing Agreement not having been terminated in
accordance with its terms, it is anticipated that:
-- admission of the 8,400,000 EIS/VCT Placing Shares will occur
at 8.00 a.m. on or around 19 July 2018; and
-- admission of the 15,443,282 General Placing Shares and
1,556,718 Subscription Shares will occur at 8.00 a.m. on or around
20 July 2018.
Capitalised terms not otherwise defined in this announcement
shall have the same meaning ascribed to such terms in the
announcement released earlier today unless the context requires
otherwise.
For further information on ANGLE:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
finnCap Ltd (NOMAD and Joint Broker)
Corporate Finance - Adrian Hargrave,
Simon Hicks, Max Bullen-Smith
Corporate Broking - Alice Lane, +44 (0) 20 7220 0500
WG Partners (Joint Broker)
Nigel Barnes, Nigel Birks, Andrew Craig,
Chris Lee +44 (0) 203 705 9330
FTI Consulting
Simon Conway, Mo Noonan, Stephanie Cuthbert +44 (0) 203 727 1000
Evan Smith, Anne Troy (US) +1 212 850 5612
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public
offering of securities is being made in the United States. This
announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan, the Republic of
Ireland or any jurisdiction where to do so might constitute a
violation of local securities laws or regulations (a "Prohibited
Jurisdiction"). This announcement and the information contained
herein are not for release, publication or distribution, directly
or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction.
finnCap is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. finnCap is acting solely as
nominated adviser, joint broker and joint bookrunner exclusively
for the Company and no one else in connection with the contents of
this announcement and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the contents of this announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on finnCap by FSMA or the
regulatory regime established thereunder, finnCap accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. finnCap accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
WG Partners is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. WG Partners is acting solely as
joint broker and joint bookrunner exclusively for the Company and
no one else in connection with the contents of this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on WG Partners by FSMA or the regulatory
regime established thereunder, WG Partners accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. WG Partners accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise
(save
as referred to above), which it might otherwise have in respect
of the contents of this announcement or any such statement.
In connection with the Placing, finnCap, WG Partners and their
respective affiliates, acting as investors for their own accounts,
may subscribe for or purchase ordinary shares in the Company
("Ordinary Shares") and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by finnCap, WG Partners and any of their respective
affiliates acting as investors for their own accounts. In addition,
finnCap, WG Partners or their respective affiliates may enter into
financing arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Neither finnCap nor WG Partners has any intention
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules for Companies.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOESEEFWIFASEFM
(END) Dow Jones Newswires
June 25, 2018 13:20 ET (17:20 GMT)
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