WRAP Retail Offer for up to £49,999.98
Physiomics plc is undertaking a WRAP Retail Offer to raise up to £49,999.98 through the issuance of up to 16,666,660 new ordinary shares at £0.003 per share. This offer is concurrent with a larger placing aiming to raise approximately £499,999.86 at the same price per share, representing a discount of about 33.33% to the previous day's closing price. The proceeds from both the retail offer and the placing will be used for the same purposes, and the retail offer's completion is conditional upon the placing's completion. Shareholder approval for resolutions, including authority to reduce the nominal value of shares and allot new shares, is required at a general meeting scheduled for April 7, 2026, with admission to AIM anticipated around April 8, 2026. The WRAP Retail Offer is open to eligible existing retail shareholders in the United Kingdom and is expected to close on March 12, 2026.
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Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and biostatistics company supporting the development of new therapeutics and personalised medicine solutions is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £49,999.98 (the "WRAP Retail Offer") through the issue of new ordinary shares ("Ordinary Shares"). Under the WRAP Retail Offer up to 16,666,660 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of £0.003 per share.
In addition to the WRAP Retail Offer and as announced today, the Company is also proposing a placing of new Ordinary Shares (the "Placing Shares" and together with the WRAP Retail Offer Shares, the "New Ordinary Shares") to raise approximately £499,999.86 (or such other amount as agreed by the Company) (before expenses) through a bookbuild process (the "Placing") at an issue price of £0.003 per Placing Share (the "Placing Price"). The Placing Price represents discount of approximately 33.33 per cent. to the mid-market closing price of an existing ordinary share on 9 March 2026 (being the latest practicable date prior to this announcement).
The issue price of the WRAP Retail Offer Shares is equal to the Placing Price.
The Placing and WRAP Retail Offer are condition on, inter alia, certain resolutions being passed by shareholders at a general meeting of the Company (the "General Meeting"). The resolutions include; (i) authority to reduce the nominal value of the Company's ordinary shares to accommodate the Placing Price; (ii) authority, under section 551 of the Companies Act 2006 to allot the Placing Shares and WRAP Retail Offer Shares; and (iii) authority to allot the Placing Shares and WRAP Retail Offer Shares for cash as if section 561 of the Companies Act 2006 did not apply to such allotment. The General Meeting will be held on 7 April 2026.
The WRAP Retail Offer and the Placing are conditional on the New Ordinary Shares being admitted to trading on AIM ("Admission") and certain resolutions being passed at the General Meeting. Following approval of the resolutions proposed at the General Meeting, it is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 8 April 2026.
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in in its fundraising on the same terms as the participants of the Placing.
Accordingly, the Company is making the WRAP Retail Offer available to eligible investors in the United Kingdom, being existing shareholders of Physiomics plc, following release of this announcement and through certain financial intermediaries.
The WRAP Retail Offer is expected to close at 4.30 p.m. on 12 March 2026. Eligible shareholders should note that financial intermediaries may have earlier closing times.
There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
The Company's LEI is 213800A71DSZ6ABMTQ91.
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