PrimaryBid.com Offers
1. Introduction
Avacta Group plc (AIM: AVCT) , the developer of Affimer® biotherapeutics and reagents, announces offers for subscription via PrimaryBid of new ordinary shares of 10p each in the Company (“New Ordinary Shares”) at an issue price of 120 pence per New Ordinary Share (the “Issue Price”), being a discount of 4.4 per cent to the 30 day volume weighted average price of the Company’s ordinary shares on the AIM market of London Stock Exchange plc (“AIM ” ) on 3 June 2020, being 125.3 pence per Ordinary Share.
The Company is also conducting a non-pre-emptive placing of new Ordinary Shares at the Issue Price (the “Placing Shares”) by way of an accelerated bookbuild process being carried out by finnCap Ltd (acting as nominated adviser), and finnCap Ltd, Zeus Capital Limited and Beech Hill Securities, Inc. acting as joint brokers (together, the “Joint Brokers”) (the “Placing”) and a subscription of new Ordinary Shares at the Issue Price (the “Subscription Shares”) (the “Subscription”), each as announced earlier today.
The Placing and the Subscription have been split into two tranches, the first placing of up to 24,400,079 Placing Shares (the “First Placing”) and the first subscription of up to 2,005,451 Subscription Shares (the “First Subscription”), with admission of such shares to trading on the AIM expected to become effective at 8.00 a.m. on or about 10 June 2020 (or such later date and/or time as the Joint Brokers and the Company may agree, being no later than 8.00 a.m. on 10 July 2020).
The second tranche of the Placing and the Subscription, being of up to a further 7,324,266 Placing Shares (the “Second Placing”) and of up to a further 914,215 Subscription Shares (the “Second Subscription”) is conditional upon, amongst other things, (i) the passing of the relevant resolution(s) of the Company’s shareholders at a general meeting to be convened pursuant to a notice of general meeting to form part of a circular to shareholders expected to be published during the week commencing 8 June 2020 and (ii) admission of such shares to trading on the AIM (which is expected to be take place on or about 25 June 2020 (but in any event no later than 8.00 a.m. on 10 July 2020)).
2. PrimaryBid Offers
The Company values highly its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offers (as defined below). The Company is therefore making the PrimaryBid Offers available exclusively through PrimaryBid.com a nd the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The offers for subscription via PrimaryBid are divided into two separate offers, one to retail investors and the second to “qualified investors” within the meaning of the EU’s Prospectus Regulation (Regulation (EU) 2017/1129) (the ” Prospectus Regulation “) (together, the “PrimaryBid Offers”).
The Company, in consultation with PrimaryBid, reserves the right to scale back any order under the PrimaryBid Offers at its absolute discretion subject to conditions which are available to view on PrimaryBid.com . The Company currently expects that preference will be given to the Company’s existing investors.
The PrimaryBid Offers are offered under the prospectus exemptions applicable pursuant to the Prospectus Regulation and the FCA’s Prospectus Regulation Rules. As such, there is no need for publication of a prospectus in connection with either of the PrimaryBid Offers . The separate PrimaryBid Offers are:
(a) The Retail Offer – Retail investors
An offer of New Ordinary Shares at the Issue Price (the “Retail Offer”), with a minimum subscription of £100 per investor, is open to retail investors subscribing via PrimaryBid.com. The Retail Offer will not raise more than €8 million equivalent.
(b) The Qualified Investor Offer – Institutional investors or others
A separate offer is available to institutional investors (the “Qualified Investor Offer”) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (the “Qualified Investors”). Those applications will automatically be allocated to the Qualified Investor Offer.
The PrimaryBid Offers, the Second Placing and the Second Subscription are each conditional upon, amongst other things, (i) the new Ordinary Shares to be issued pursuant to the PrimaryBid Offers, the Second Placing and the Second Subscription being admitted to trading on AIM ( ” Second Admission ” ). Second Admission is expected to be take place at 8.00 a.m. on 25 June 2020 (but in any event no later than 8.00 a.m. on 10 July 2020); and (ii) the placing agreement entered into between the Company and the Joint Brokers in connection with the Placing not being terminated in accordance with its terms prior to Second Admission .
The PrimaryBid Offers, via the PrimaryBid.com platform, will be open to individual and institutional investors from 7.01 a.m. on 4 June 2020 to 4.30 p.m. on 4 June 2020. The PrimaryBid Offers may close early if they are oversubscribed. Once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.
The terms and conditions on which the PrimaryBid Offers are made, including the procedure for application and payment for New Ordinary Shares, are available to all persons who register with PrimaryBid.com. For further information on the PrimaryBid Offers visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company’s then existing Ordinary Shares.
3. Use of proceeds
The Company will use the funds raised pursuant to the Placing, Subscription and PrimaryBid Offers, amongst other things, to accelerate the scale-up of the broader Affimer® diagnostic products opportunities, including COVID-19 antigen rapid testing and expansion of the in-house diagnostics product development capabilities .
