GUILDFORD, SURREY--(Marketwired - Oct 5, 2017) - Angle PLC (
(
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 AMENDED (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.
5 October 2017
ANGLE plc
("ANGLE" or the "Company")
Proposed Placing of 29,437,152 New Ordinary Shares at 35 pence per share
Proposed subscriptions of 5,352,026 New Ordinary Shares at 35 pence per share
Conditional Acquisition of certain assets of Axela Inc.
Acquisition expands ANGLE's liquid biopsy capabilities to enable 'sample to answer' capability
ANGLE plc (
ANGLE Founder and Chief Executive, Andrew Newland, commented:
"We are delighted to announce the conditional acquisition of certain assets from Axela that enable the downstream analysis of circulating tumour cells (CTCs) harvested by ANGLE's Parsortix™ system. These assets, in combination with Parsortix™, are expected to enable ANGLE to offer a full liquid biopsy "sample to answer" solution.
"Axela is a highly sensitive platform that can analyse up to 100 genes simultaneously and at a low cost. Its performance was proven analysing the CTCs harvested by Parsortix™ in our US ANG-003 200 patient ovarian cancer study. We believe the Parsortix™ Axela combination will provide a highly effective cancer gene panel solution based on a simple blood test that has the potential to enable precision medicine and transform cancer care in the future. Cancer is a highly heterogeneous disease and we believe that cancer gene panels are a key element in providing effective clinical applications.
"ANGLE's strategy remains to partner its Parsortix™ cell harvesting technique with as many downstream analysis technologies as possible. The goal is for Parsortix™ to become the adopted standard for harvesting cancer cells for analysis from blood across a wide range of clinical applications in different cancer types.
We are also delighted that the £12.2 million conditional fundraising has been so well supported by both existing and new institutional shareholders."
Acquisition highlights:
- Axela's technology offers a multiplex solution for the measurement of gene expression for over 100 genes simultaneously and can be used for the measurement of DNA, RNA and protein expression for both research and clinical use.
- Axela's technology fills a gap in the market as it offers many of the advantages of NGS (next generation sequencing) in terms of its ability to measure large number of genes for each sample whilst having the low cost of PCR (polymerase chain reaction), the traditional approach which is limited in the number of genes it can measure simultaneously.
- While ANGLE's Parsortix™ system harvests circulating tumour cells (CTCs), Axela's system analyses the harvested CTCs to provide tumour-specific information.
- The Directors believe that Axela's downstream analysis solution is particularly well suited to ANGLE's proposed clinical applications and will complement Parsortix™ by providing an analysis element to the Company's offering enabling the Company to capture a greater proportion of the liquid biopsy value chain.
- Axela reported revenue of CAD335,000 and an LBITDA of CAD348,000 for the six months ended 31 March 2017.
- ANGLE is acquiring certain assets and employees including intellectual property, fixed assets, inventory and a property leasehold interest from Axela.
- It is intended that eight of Axela's staff will join the ANGLE team.
- Axela was spun out of the University of Toronto in 2001.
Fundraising highlights:
- Placing and subscriptions to raise approximately £12.2 million (before expenses) at a price of 35 pence per New Ordinary Share.
- Placing of the New Ordinary Shares is to consist of a Venture Capital Trust and Enterprise Investment Scheme placing of 3,757,146 New Ordinary Shares ("EIS/VCT Placing Shares") and a general placing of 25,680,006 New Ordinary Shares ("General Placing Shares").
- Placing being conducted through an accelerated book build process which will open with immediate effect following this announcement.
- Certain subscribers (including Ian Griffiths, a director of the Company, and various staff members) also intend to subscribe for 772,857 New Ordinary Shares ("General Subscription").
- In addition, Covington Fund II, Axela's major shareholder and creditor, has conditionally agreed to subscribe for 4,579,169 New Ordinary Shares and to enter into an 18 month lock in arrangement in respect of those shares (the "Covington Subscription").
- Proceeds of Fundraising (excluding proceeds of the EIS/VCT Placing) to be used to fund the Acquisition and its integration, development and working capital with the remaining proceeds (including the net proceeds of the EIS/VCT Placing) being used to provide the Company with funds to complete ovarian cancer triaging assay optimisation and validation studies and provide further working capital to the Company.
- Issue Price represents a discount of approximately 3 per cent to the closing mid-market price of an Ordinary Shares of 36 pence on 4 October 2017.
- Placing and General Subscription Shares, together with the Covington Subscription Shares will represent approximately 46.5 per cent of the Company's Existing Ordinary Shares.
- The Placing and General Subscription are 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, EIS/VCT Admission and placing of the General Placing Shares and General Subscription Shares are conditional upon, inter alia EIS/VCT Admission and General Admission). The General Meeting is expected to be held at 10.00 a.m. on 30 October 2017 at the offices of the Company at 10 Nugent Road, The Surrey Research Park, Guildford, Surrey GU2 7AF.
- The Covington Subscription is conditional upon, inter alia, General Admission and Covington Admission.
- Further details of the Placing are set out in the appendix to this announcement.
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, Kate Bannatyne Corporate Broking - Alice Lane, Nikita Jain |
+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 Kimberly Ha (US) |
+44 (0) 203 727 1000 +1 212 850 5612 |
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. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. Due to the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
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