Placing of 50,000,000 New Ordinary Shares and Warrants
Subscription of 2,125,000 New Ordinary Shares
Open Offer of up to 49,860,515 New Ordinary Shares
and
Notice of General Meeting
Omega (AIM: ODX), the specialist medical diagnostics company focused on industry-leading Health & Nutrition and Global Health products, announces that it has raised gross proceeds of £2.0 million via a Placing of 50,000,000 new ordinary shares of 4.0 pence each (“New Ordinary Shares”) and 90,000,000 warrants to subscribe for Ordinary shares (the “Warrants”) to institutional investors at an issue price of 4.0 pence per New Ordinary Share (the “Issue Price”).
Furthermore, the Company also announces a conditional raise of up to an additional £2.0 million by the issue of up to 49,860,515 New Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue Price (“Open Offer”), and a subscription by Directors for an additional 2,125,000 New Ordinary Shares (the “Subscription”, together with the Placing and Open Offer the “Fundraising”). Subscribers to the Placing have also been issued Warrants to subscribe for one additional Ordinary Share at the Issue Price in the ratio of nine Warrants for every five Placing Shares issued to those subscribers. The Issue Price is the same as the closing mid-market price of 4.0 pence on 5 May 2022, being the latest practicable date prior to this announcement.
The net proceeds of the Fundraising, amounting to between £1.75 million and £7.25 million, depending on the take up of the Open Offer and the number of Warrants exercised, will be used to initially fund the CD4 business to divestment and provide additional working capital.
Summary:
· Placing of 50,000,000 New Ordinary Shares (“Placing Shares”), at the Issue Price and 90,000,000 Warrants to raise gross proceeds of approximately £2.0 million.
· The Placing Shares and Warrants have been placed by finnCap Ltd with institutional investors (the “Placees”). The Placing was undertaken by means of a non pre-emptive cashbox placing.
· Open Offer of up to 49,860,515 New Ordinary Shares (“Open Offer Shares”) for Qualifying Shareholders on the basis of three New Ordinary Shares for every fourteen Existing Ordinary Shares held (with excess application facility) to raise up to £2.0 million.
· The New Ordinary Shares issued under the Fundraising will represent approximately 55.83 per cent of the Company’s existing issued share capital (assuming full take-up of the Open Offer).
· Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on 9 May 2022.
· Subject to passing of the Resolutions at the General Meeting, application will be made to the London Stock Exchange for the Subscription Shares and Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Subscription Shares and Open Offer Shares will commence on 8 June 2022.
· In respect of the Warrants, application has been made to the London Stock Exchange for a block admission of 90,000,000 new Ordinary Shares to be admitted to trading on AIM (“Block Admission”). It is expected that the Block Admission will become effective on 11 May 2022. These New Ordinary Shares may be issued and allotted from time to time pursuant to the exercise of the Warrants. The new Ordinary Shares issued pursuant to the exercise of the Warrants, when issued, will rank pari passu with the existing Ordinary Shares of the Company.
· Further details of the Placing, Open Offer and Subscription are set out below.
A Circular to Shareholders in respect of the Open Offer is expected to be posted on 13 May 2022 giving notice of the General Meeting to be held on 6 June 2022 at 11:00 a.m. at the offices of Shepherd & Wedderburn, 1 Exchange Crescent, Conference Square, Edinburgh, EH3 8UL. A copy of the Circular will be available on the Company’s website:
http://www.omegadiagnostics.com/Investor-Relations/Corporate-Information
Jag Grewal, CEO of Omega, commented:
“Following the outcome of the General Meeting in March, the Board reflected on the ongoing strategy and explored alternative options to fund future growth. In this process we concluded that the best opportunity to deliver shareholder value lies with a clear focus on our Health & Nutrition division, where we believe we have substantial opportunities in both China and the US. We have already confirmed that ongoing COVID income is expected to be minimal and, having considered strategic options for CD4 and the funding available to realise that opportunity, we have made the decision to divest the CD4 business and have begun the process of seeking an acquirer for it.
“As set out in last month’s trading update, our Health & Nutrition division contributed to the strong growth seen in the previous financial year. We are very excited about the future prospects that we have in this area and delighted to have secured fresh investment from new shareholders to allow us to deliver on our new focussed growth strategy, enabling the Company to deliver personalised nutrition to the global market.”
Contacts:
Omega Diagnostics Group PLC
Jag Grewal, Chief Executive Officer
via Walbrook PR
Chris Lea, Chief Financial Officer
