TIDMCPT
RNS Number : 3578V
Concepta PLC
08 April 2019
Release: 7:00AM, Monday 8 April 2019
Concepta PLC
("Concepta" or the "Company")
Placing to raise GBP2,302,500; Notice of General Meeting
Concepta PLC (AIM: CPT), the pioneering UK healthcare company
and developer of the proprietary myLotus product targeting the
personalised mobile health market with a primary focus on women's
fertility and hormone health, is pleased to announce it has
conditionally raised GBP2,302,500, before expenses, through a
placing and subscription of 76,750,000 new Ordinary Shares of 2.5p
par value (the "Placing Shares") at a price of 3 pence per Placing
Share (the "Placing").
The Placing Shares represent 40.78 % percent of the existing
issued share capital and 28.97% of the enlarged issued share
capital.
50,000,000 of the Placing Shares, were placed by the Company's
Placing Agent, Novum Securities Limited ("Novum") under the terms
of a placing agreement ("Placing Agreement"). 26,750,000 of the
Placing Shares were subscribed direct with the Company. The placing
price of 3p represents a discount of 13 per cent. to the closing
mid-market share price of 3.45p on 5 April 2019, the last business
day prior to the issue of this announcement
The Placing is subject to the requisite shareholder approval
and, accordingly, the issue of the Placing Shares is conditional
on, inter alia, the passing of certain resolutions by the Company's
shareholders at a duly convened general meeting of the Company.
As such, the Board is seeking the authority to allot and issue
the Placing Shares.
The Placing
The Placing is conditional upon, inter alia:
-- the Resolutions (as defined below) being duly passed at the
General Meeting by 25 April 2019, and Admission becoming effective
on or before 8.00 a.m. on 26 April 2019 or such later time and/or
date as the Company and Novum may agree, but in any event by no
later than 8.00 a.m. on 3 May 2019; and
-- the Placing Agreement having become unconditional in all
respects and not having been terminated.
The Placing is not being underwritten.
The Placing Shares will be allotted on 25 April 2019, with
Admission expected on 26 April 2019.
Use of proceeds
Following the regulatory approval and successful recent launch
of myLotus, the primary use of the net proceeds will be to
strengthen and develop the marketing and additional working capital
requirements of the Company and to target strategic commercial
contracts to internationally exploit the myLotus product and
technology.
The Company will invest in developing and extending its myLotus
test menu to capture greater insight of a womens menstrual cycle,
wellbeing and hormone health.
The Company will also continue to develop and improve its
internal systems and controls including its digital 'app'
developments, software, algorithms and data mining techniques.
Related Party Transactions
Mercia Technologies plc ("Mercia"), a Substantial Shareholder
which currently holds 34,336,428 shares (representing 18.24% of the
existing ordinary share capital ) in the Company has agreed that
they will participate in the Placing, by subscribing GBP750,000 for
25,000,000 Placing Shares as set out below.
Matthew Walls, Chairman of Concepta, has subscribed GBP30,000
for 1,000,000 Placing Shares as set out below. Adam Reynolds, Non
Executive Director of Concepta, has subscribed GBP12,500 for
416,667 Placing Shares as sest out below. Barbara Spurrier, Chief
Financial Officer of Concepta, has subscribed GBP10,000 for 333,333
Placing Shares as set out below. Mercia, Mr Walls, Mr Reynolds and
Mrs Spurrier are subscribing on the same terms as all other placees
in the Placing.
Name Amount subscribed Number of No of Ordinary % of Ordinary
Placing Shares Shares held Share Capital
post Admission held post
Admission
Mercia Technologies
plc GBP750,000 25,000,000 59,336,428 22.4%
Matthew Walls GBP30,000 1,000,000 1,525,000 0.58%
Adam Reynolds GBP12,500 416,667 1,834,722 0.69%
Barbara Spurrier GBP10,000 333,333 579,390 0.22%
------------------- ---------------- ---------------- ---------------
The participation in the Placing by Mercia, Matthew Walls, Adam
Reynolds and Barbara Spurrier constitute related party transactions
under the AIM Rules for Companies.
Peter Dines, who is Chief Operating Officer at Mercia, Matthew
Walls who is Chairman of Concepta, Adam Reynolds who is Non
Executive Director and Barbara Spurrier who is Chief Financial
Officer are not considered independent in relation to the
consideration of these related party transactions under AIM Rule
13.
Therefore Neil Mesher and David Darrock, who are considered to
be independent directors of the Company for this purpose, have
considered the participation of Mercia, Matthew Walls, Adam
Reynolds and Barbara Spurrier in the Placing. Having consulted with
SPARK Advisory Partners, the Company's nominated adviser, the
independent directors consider that the terms of each of Mercia's,
Matthew Walls', Adam Reynolds' and Barbara Spurrier's participation
in the Placing is fair and reasonable insofar as Shareholders are
concerned.
General meeting
The Company has today sent out to shareholders a notice
("Notice") convening a General Meeting (GM) to be held on 25 April
2019. At the GM resolutions will be proposed ("Resolutions")
to:
1) authorise the Directors to allot the Placing Shares; and
2) disapply statutory pre-emption rights in relation to the Placing Shares.
If the Resolutions are passed at the GM on 25 April 2019,
Admission is expected to become effective on 26 April 2019.
Board Recommendation
As Mercia (whom Peter Dines represents on the board), Matthew
Walls, Adam Reynolds and Barbara Spurrier have participated in the
Placing, they are not considered independent and as such have not
participated in the recommendation.
The directors (other than Mr Dines, Mr Walls, Mr Reynolds and
Mrs Spurrier) of the Company consider that the Placing and the
resolutions to be considered at the General Meeting are in the best
interests of the Company and its shareholders as a whole. The
directors (other than Mr Dines, Mr Walls, Mr Reynolds and Mrs
Spurrier) unanimously recommend that you vote in favour of all of
the proposed resolutions as they intend to do in respect of their
own beneficial holdings.
Application for Admission
Application will be made for the Placing Shares, which will rank
pari passu with the Company's existing Ordinary Shares, to be
admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective at 8.00 am on 26 April 2019.
Total voting rights
Following Admission, the Company's enlarged issued share capital
will comprise 264,946,675 Ordinary Shares. The Company does not
hold any shares in treasury. Therefore, the total number of
Ordinary Shares with voting rights will be 264,946,675. This figure
may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Matthew Walls, Chairman of Concepta PLC said: "The past six
months have seen the Company successfully complete its clinical
studies, gain regulatory approval and launch its first myLotus
product. Initial sales have commenced with exceptional feedback and
testimonials from women trying to conceive. Following the recent
Boots UK announcement we will be extending our digital marketing
across the EU under our CE certification. We will be exploring
wider strategic discussions to exploit myLotus in both fertility
and womens health. It is an exciting time for the Company and the
placing funds will continue to strengthen and accelerate our
commercial plans. We look forward to advising the market on our
progress, milestones and pregnancies in due course."
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Enquiries:
The Company
Matthew Walls
Chairman
Tel +44 (0) 1234 866601
SPARK Advisory Partners Limited (Nomad)
Neil Baldwin / Mark Brady
Tel: +44 (0)20 368 3550
Novum Securities (Brokers)
Colin Rowbury
+44 (0) 20 7399 9400
Concepta PLC:
About Concepta PLC:
Concepta PLC is an AIM-quoted pioneering UK healthcare company
that has developed a proprietary product, myLotus(R), targeted at
the personalised mobile health market with a primary focus on
hormone testing and increasing a woman's chances of naturally
getting pregnant and to provide insight to unexplained
infertility.
myLotus(R) is currently the only consumer product which allows
both quantitative and qualitative home (self-test) test measurement
of a woman's personal luteinizing hormone (LH) during ovulation and
human chorionic gonadotropin (hCG) hormone level during pregnancy,
facilitating higher conception rates and early diagnosis of
fertility issues. The proposition of myLotus(R) is to empower women
to better understand their hormone levels and menstrual cycle and
help women conceive naturally by identifying their window of
fertility and optimal time for conception.
The Company has received CE-mark certification for myLotus(R)
and has launched its first product in the UK. The Company is
preparing plans to roll-out across the core EU countries in
2019.
myLotus(R) is expected to be beneficial to users who have been
unable to conceive after 6 months of trying. This highly motivated
target group of women won't typically be offered medical
intervention until after 12 months of unsuccessfully trying to
conceive, with IVF not usually offered until after two years of
trying to conceive. Research indicates couples start to take
positive action ahead of this time typically with little medical
support to help them do so.
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END
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