Result of Placing and Subscription
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THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU REGULATION NO. 596/2014) (AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE "UK MAR").
Arecor Therapeutics plc
("Arecor Therapeutics" or the "Company")
Result of Placing and Subscription and PDMR Dealing
Arecor Therapeutics (AIM: AREC), the biopharmaceutical group advancing today's therapies to enable healthier lives, is pleased to announce that following the announcement made earlier today (the "Launch Announcement") regarding the launch of the proposed placing (the "Placing"), it has successfully conditionally placed 5,800,293 new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares") at a price of 90 pence per share (the "Issue Price") to certain institutional investors, other professional investors, including international specialist healthcare funds, and certain Directors of the Company, raising gross proceeds of approximately £5.22 million.
In addition, certain existing Shareholders of the Company, one of whom is a Director, have, in aggregate, conditionally subscribed for 1,155,554 new Ordinary Shares at the Issue Price, raising £1.04 million (the "Subscription").
Together, the Placing and the Subscription will raise gross proceeds of £6.26 million through the issue of 6,955,847 new Ordinary Shares.
Further to the Launch Announcement, certain Directors have participated in the Placing and Subscription ("Director Participation"). The Director Participation comprises approximately £85,000 in aggregate through the issue of 94,442 new Ordinary Shares at the Issue Price.
The Issue Price represents a discount of approximately 2.7 per cent. to the closing mid-market price of 92.5 pence per Ordinary Share on 18 July 2024, being the last practicable date prior to the Launch Announcement.
Panmure Liberum is acting as nominated adviser, joint bookrunner and joint broker, WG Partners is acting as joint bookrunner and joint broker and Beech Hill Securities is acting as placement agent.
Retail Offer
As announced earlier today, the Company also launched the Retail Offer through the Winterflood Retail Access platform to raise up to a further £1 million of gross proceeds (the "Retail Offer" and together with the Placing and Subscription, the "Fundraising"). The Retail Offer is expected to close at 4:30 p.m. on 22 July 2024, or such later time and date as the Company, Panmure Liberum and Winterflood may agree, the results of which are expected to be announced on 23 July 2024.
Notice of General Meeting
The Fundraising is conditional upon, inter alia, the passing of the Resolutions at the General Meeting which is expected to be held at the offices of Covington & Burling LLP at 1:00 p.m. on 8 August 2024. The Company intends to publish and send a circular to Shareholders in connection with the Fundraising (the "Circular") on or around 23 July 2024. The Circular will also be available on the Company's website: https://arecor.com/.
Admission
Application will be made for the Placing Shares, Subscription Shares and Retail Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 9 August 2024, subject to, amongst other things, the approval of the Resolutions at the General Meeting.
Related Party Transactions
BGF Investment Management Limited
BGF Investment Management Limited ("BGF") is considered to be a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies by virtue of its status as a substantial shareholder of the Company.
BGF has conditionally agreed to subscribe for 1,111,111 Placing Shares at the Issue Price as part of the Placing (the "BGF RPT")
Director participation
The following Directors, all of which are deemed to be a Related Parties pursuant to Rule 13 of the AIM Rules for Companies, have conditionally subscribed for new Ordinary Shares at the Issue Price in the following amounts as part of the Subscription (in respect of Alan Smith) and as part of the Placing (in respect of the other Directors listed below) (the "Directors' RPT"):
| Director | Existing beneficial shareholding | New Ordinary Shares subscribed for | Shareholding on Admission | Shareholding as a percentage of the enlarged share capital upon Admission* |
|---|---|---|---|---|
| A ndy Richards | 223,834 | 2 7,777 | 2 51,611 | 0.65% |
| Sarah Howell | 867,738 | 1 6,666 | 8 84,404 | 2.29% |
| S am Fazeli | 115,708 | 27,777 | 1 43,485 | 0.37% |
| Alan Smith | 181,765 | 22,222 | 2 03,987 | 0.53% |
Jeremy Morgan and Christine Soden, being the Directors who are independent of the BGF RPT and the Directors' RPT, having consulted with the Company's nominated adviser, Panmure Liberum, consider that the terms of the BGF RPT and Directors' RPT are fair and reasonable insofar as its shareholders are concerned.
*assuming the Retail Offer is fully subscribed
| Arecor Therapeutics plc Sarah Howell, Ph.D, Chief Executive Officer | www.arecor.com Tel: +44 (0) 1223 426060 Email: info@arecor.com | |
| Panmure Liberum Limited (NOMAD, Joint Bookrunner and Joint Broker) Emma Earl, Freddy Crossley, Mark Rogers (Corporate Finance) Rupert Dearden (Corporate Broking) | Tel: +44 (0) 20 7886 2500 | |
| WG Partners LLP (Joint Bookrunner and Joint Broker) Nigel Barnes, Satheesh Nadarajah David Wilson, Claes Spang | Tel: +44 (0) 20 3705 9321 | |
| Beech Hill Securities, Inc. (Placement Agent) George Billington, Thomas Lawrence | Tel: +1 212 350 7200 | |
| ICR Consilium Chris Gardner, David Daley, Lindsey Neville | Tel: +44 (0) 20 3709 5700 Email: arecor@consilium-comms.com | |
| 2 | Reason for the notification | |
| a) | Position/status | 1) Non-Executive Chairman 2) Chief Executive Officer 3) Independent Non-Executive Director 4) Non-Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Arecor Therapeutics plc |
| b) | LEI | 98450093D12I3A8DDD58 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1 pence each |
| Identification code | ISIN : GB00BMWLM973 | |
| b) | Nature of the transaction | Subscription of new Ordinary Shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| 1) | 90 pence | 27,777 |
| 2) | 90 pence | 16,666 |
| 3) | 90 pence | 27,777 |
| 4) | 90 pence | 22,222 |
| d) | Aggregated information Aggregate volume Price | 94,442 Ordinary Shares 90 pence |
| e) | Date of the transaction | 19 July 2024 |
| f) | Place of the transaction | Outside of a trading venue |
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