Biome Technologies – Proposed Cancellation from trading on AIM & Notice of GM

Proposed cancellation of admission of the Ordinary Shares to trading on AIM

Proposed re-registration as a private limited company and adoption of New Articles

and

Notice of General Meeting

Biome Technologies plc (“Biome”) today announces the proposed voluntary cancellation of the admission of its ordinary shares of £0.05 each (“Ordinary Shares”) from trading on AIM (the “Cancellation”), pursuant to Rule 41 of the AIM Rules for Companies (the “AIM Rules”) and re-registration of the Company as a private limited company (the “Re-registration”).

A circular (the “Circular”) will be posted to Shareholders on Monday 24 February 2025, and includes notice of a General Meeting of the Company which is being convened for 11.00am on Thursday 13 March 2025 (the “General Meeting”) at the offices of Osborne Clarke LLP at One London Wall, London EC2Y 5EB for the purposes of considering and, if thought fit, passing the requisite shareholder special resolution to approve the Cancellation (the “Cancellation Resolution”). In accordance with the requirements of Rule 41 of the AIM Rules, the Cancellation is conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7:00 a.m. on Friday 21 March 2025.

The Company is also seeking Shareholder approval by special resolutions at the General Meeting for the replacement of the current Articles by the New Articles, conditional upon Cancellation and effective immediately following such Cancellation and also for the Re-registration of the Company as a private limited company.

The Company has received irrevocable undertakings to vote in favour of the Resolutions from all Directors and certain other shareholders, together holding 82.53% of the voting rights in the Company.

Further information on the proposed Cancellation, the New Articles, the Re-registration and the General Meeting, is set out below and in the Circular.

Reasons for proposed Cancellation

The Board has conducted a thorough review of the benefits and drawbacks of retaining the quotation of Biome’s Ordinary Shares on AIM. The Directors believe that Cancellation will be in the best interests of the Company and its Shareholders. In reaching this conclusion the Board has considered the following key factors.

·    Access to capital: 

The Directors believe that Biome’s growth prospects and ability to execute its development and scale-up strategy will be best accomplished as a private company.

The Directors believe that raising significant equity through public markets is likely to be challenging in the short and medium term and potentially may not be at a valuation that is acceptable to Shareholders. The Directors consider that this is particularly the case for a company such as Biome, which does not have a significant existing institutional shareholder base and is not widely followed by equity analysts and where there are concentrated individual shareholdings (with two investors holding more than 50% of the voting rights in the Company and four investors holding more than 75% of the voting rights in the Company).

·    Business and Strategic Flexibility: 

The Board considers that its flexibility to explore, initiate and participate in transactional or strategic opportunities will be materially enhanced without the constraints of triggering announcement obligations.

·    Cost, management time and the legal and regulatory burden associated with maintaining the Company’s admission to trading on AIM:

Overall, the Directors believe that the time and cost savings associated with ceasing to be a quoted company could be far better utilised for the benefit of the Company to capitalise on growth opportunities. Such costs include the direct financial costs associated with maintaining the admission of the Ordinary Shares (such as nominated adviser and broker fees, London Stock Exchange fees, the audit cost premium associated with being a quoted company and legal review costs on market compliance matters) which are, in the Board’s opinion, disproportionately high, compared to the benefits. The Cancellation will also permit re-allocation of some internal resources, without, in the opinion of the Board, any practical diminution in corporate governance and indeed allowing more time for the Board and executive management to focus in depth on business-developmental matters.

·    Limited free float and lack of liquidity of the Ordinary Shares: 

The Directors believe that the current levels of liquidity in trading of the Company’s Ordinary Shares on AIM do not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. The Directors believe that the pool of readily tradeable shares outside of the holdings of the Directors and certain significant shareholders is no more than 15% of the total number of shares in issue.

·    Share Price is not considered to be a real guide to overall Company value:

The Board, taking account of the lack of free float, limited trading and lack of institutional participation, do not consider that the traded price from time to time of the Ordinary Shares provides a meaningful guide to the underlying corporate value and potential of the Group.

Accordingly, the Directors are of the view that the continued admission of the Ordinary Shares to trading on AIM is unlikely to provide the Company with the optimal platform to drive forward its developmental plans and access further significant capital on terms that are acceptable to Shareholders in the future. As a result of this review and following careful consideration, the Board considers the disadvantages associated with maintaining the admission of the Ordinary Shares to trading on AIM to be disproportionately high when compared to the perceived benefits and therefore the Board has unanimously concluded that the proposed Cancellation and Re-registration are in the best interests of the Group and its Shareholders as a whole.

Matched Bargain Facility 

The Company is making arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation if the Resolutions are passed. The Company currently anticipates that the Matched Bargain Facility will be put in place from the business day following Cancellation.

The Matched Bargain Facility would be provided by JP Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

New Articles

The Board proposes New Articles are adopted to ensure that the Company is able to take advantage of the additional flexibilities permitted following Cancellation and Re-registration and to enable the administration of the Company to be carried out more quickly, efficiently and cost-effectively.

The New Articles will also introduce appropriate drag-along and tag-along provisions, relevant to any subsequent sale of controlling interests in the Company. For the avoidance of doubt, no such sale is currently anticipated or planned.

Availability of Circular

The Circular will be posted to Shareholders on Monday 24 February 2025. A copy of this announcement and the Circular will be made available shortly on the Investors section of the Company’s website at  https://biometechnologiesplc.com/investors/

The above summary should be read in conjunction with the full text of this announcement and the Circular, extracts from which are set out in the Appendices below. All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section in Appendix 3 to this announcement and as defined in the Circular. References to ‘this document’ refer to the Circular. References to numbered ‘Parts’ below refer to the relevant parts of the Circular.

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