Retail Offer via the BookBuild Platform
Futura Medical PLC is conducting a retail offer to raise up to £150,000 by issuing up to 75,000,000 new ordinary shares at 0.2 pence per share, with admission expected around September 25, 2026. This offer is conditional on shareholder approval and is separate from a larger conditional fundraising of approximately £1.6 million. The company's cash runway extends into October 2026, and the proceeds from the fundraise are intended to support exploration of strategic alternatives, including potential asset sales or a formal sale process, to maximize shareholder value. Failure to pass the fundraising resolutions could impact the company's ability to proceed with these processes and may necessitate considering an orderly wind-down. The issue price represents a discount of approximately 37.63% to the previous day's closing share price.
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The Company is pleased to announce a retail offer via BookBuild to existing shareholders (the "Retail Offer") of up to 75,000,000 new ordinary shares of 0.2 pence each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 0.2 pence per Retail Offer Share (the "Issue Price"), to raise up to £150,000.
The Company has separately announced a conditional fundraising to raise approximately £1.6 million at the Issue Price, comprising:
| · | a firm placing of new ordinary shares (the " Firm Placing "); |
| · | a conditional placing of new ordinary shares (the " Conditional Placing Shares ") (the " Conditional Placing "); and |
| · | a conditional subscription of new Ordinary Shares (the " Conditional Subscription Shares ") (the " Conditional Subscription "), |
(the "Conditional Placing Shares", the "Conditional Subscription Shares" together with the Retail Offer Shares, being the "New Ordinary Shares"), (the "Firm Placing", "Conditional Placing", together with the "Retail Offer" being, the "Fundraise").
A separate announcement has been made regarding the Firm Placing, Conditional Placing and Subscription (together, being the "Placing and Subscription") and their respective terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription, and completion of the Placing and Subscription is not conditional on the completion of the Retail Offer.
The Retail Offer is wholly conditional upon, inter alia: (i) the passing of the resolutions to be proposed at the general meeting of the Company convened for the purpose of, among other things, granting the directors authority to allot the New Ordinary Shares and to disapply pre-emption rights (the "Fundraising Resolutions"); and (ii) the admission of the Retail Offer Shares to trading on the AIM market operated by the London Stock Exchange ("Admission") becoming effective. Admission of the Retail Offer Shares is expected to take place at 8.00 a.m. on or around 25 September 2026. If any of these conditions is not satisfied (or, where capable of waiver, waived) the Retail Offer will lapse. The Retail Offer is not underwritten or guaranteed.
In the event that the Fundraising Resolutions are not passed, the Fundraise would not proceed, and as such, the anticipated net proceeds of the Fundraise would not become available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's limited cash runway, which as previously announced currently extends into October 2026, it is unlikely that the Company would be able to proceed with the planned potential sale of one or more of the Company's assets and licensing or other commercial arrangements (the "M&A Process") or the formal sale process in accordance with Note 2 on Rule 2.6 of the Takeover Code (the "Formal Sale Process"), which was announced by the Company on 3 September 2026, to its conclusion. Should the Board conclude at any point that the M&A Process or Formal Sale Process is unlikely to result in a value-maximising transaction, the Directors would need to take appropriate action at that point, including consideration of an orderly wind-down, solvent or insolvent, or an accelerated insolvent sale in order to preserve value and ensure that the Group continues to meet its obligations as they fall due.
The Company reserves the right, in its absolute discretion and subject to the shareholder authorities described below, to increase or decrease the size of the Retail Offer depending on the level of overall demand and after consultation with its advisers. The Issue Price represents a discount of approximately 37.63 per cent. to the closing middle market share price of 0.32 pence per existing Ordinary Share on 2 September 2026, being the last practicable date prior to the date of this announcement.
Use of Proceeds
Eligible participants in the Retail Offer (as described below) are strongly advised to read the relevant announcement referred to above and released today at 07:00 on the London Stock Exchange's RNS platform for completeness. In summary, at present the Company has limited cash resources and the Board believes that it is now in the best interests of shareholders to explore a range of strategic alternatives with the objective of maximising shareholder value. These alternatives include the potential sale of one or more of the Company's assets and licensing or other commercial arrangements (the "M&A Process"), and the potential sale of the Company as a whole. The Company has therefore decided to commence a formal sale process in accordance with Note 2 on Rule 2.6 of the Takeover Code (the "Formal Sale Process"). Completion of the Fundraise is expected to provide cash resources into February 2027, which would allow the Company to explore this M&A Process and Formal Sale Process and continue executing on its strategy in the near term.
Interim Results
On 1 September 2026, the Company announced its unaudited interim results for the six months ended 30 June 2026 (the "Interim Results"). Shareholders are strongly advised to read this announcement in conjunction with the Interim Results.
Expected Timetable in relation to the Retail Offer
| Retail Offer opens | 7:05 a.m. on 3 September 2026 |
| Latest time and date for commitments under the Retail Offer | 4:30 p.m. on 4 September 2026 |
| Results of the Retail Offer announced | 7 September 2026 |
| General Meeting to approve the Fundraising Resolutions | 10:00 a.m. on 23 September 2026 |
| Admission and commencement of dealings in Retail Offer Shares | 8.00 a.m. on 25 September 2026 |
| Dealing Codes | |
| Ticker | FUM |
| ISIN for the Ordinary Shares | GB0033278473 |
| SEDOL for the Ordinary Shares | 3327847 |
Details of the Retail Offer
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its admission to trading on AIM in 2003. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website:
Turner Pope Investments (TPI) Ltd ("Turner Pope") will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
The Retail Offer will be open to eligible investors in the United Kingdom following release of this announcement on 3 September 2026. The Retail Offer is expected to close at 4:30 pm on 4 September 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Offer Coordinator at email: info@turnerpope.com or by telephone on 020 3657 0050 or BookBuild at email: support@bookbuild.live.
The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, existing United Kingdom-based shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription (in whole or in part) under the Retail Offer without giving any reason for such rejection. No assurance is given that any applicant will receive any, or all, of the Retail Offer Shares applied for, and applicants will not be notified of any scaling back or rejection until the results of the Retail Offer are announced. Where an application is scaled back or rejected, the relevant application monies will be returned to the applicant (without interest and at the applicant's risk) as soon as practicable thereafter.
There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to eligible investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website:
UK Product Governance Requirements
EU Product Governance Requirements
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.