Share Issue/Capital Change • Oct 31, 2016
Share Issue/Capital Change
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RNS Number : 8353N
Proteome Sciences PLC
31 October 2016
Proteome Sciences plc
("Proteome Sciences or the "Company")
Placing and Subscription to raise £3.3 million
Notice of General Meeting
31 October 2016: Proteome Sciences plc (AIM:PRM) is pleased to announce it has raised approximately £3.3 million, before expenses, through an oversubscribed placing for cash ("Placing") of 65,858,100 new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares" and the "Placing Shares") and a subscription (the "Subscription") of 400,000 new Ordinary Shares (the "Subscription Shares") both at a price of 5 pence per new Ordinary Share (the Placing and Subscription together, the "Fundraise"). £2.3m has been raised utilising existing shareholder authority to allot new Ordinary Shares, the balance of £1.0m will be subject to shareholder approval at a General Meeting to be held on 29 November 2016.
The net proceeds of the Fundraise will be used to accelerate the Company's evolution into a premium contract, service-based biomarker business, underpinned with a bioinformatics capability whilst ensuring that the Company has the capacity to meet Thermo Fisher Scientific's further demand for its TMT reagents.
Details of the Fundraise
As a result of investor demand in the Fundraise, the Company is utilising its existing share authorities and will, in addition, utilise part of the new authority being sought at the Company's forthcoming General Meeting. The Subscription and Placing comprises 45,593,346 new Ordinary Shares that the Company expects to issue on 4 November 2016 (the "First Tranche Shares") and 20,664,754 new Ordinary Shares that the Company expects to issue on 30 November 2016 (the "Second Tranche Shares"), conditional on, inter alia, shareholder approval at the General Meeting on 29 November 2016.
Related Party Transaction
Jeremy Haigh, Roger McDowell and Vulpes Life Science Fund ("Vulpes") are related parties of the Company for the purposes of the AIM Rules for Companies by virtue of Jeremy Haigh and Roger McDowell being directors of the Company (as such term is defined in the AIM Rules) and Vulpes being a substantial shareholder of the Company (as such term is defined in the AIM Rules). Dr Haigh, Mr McDowell and Vulpes have agreed to subscribe for 400,000, 2,000,000 and 16,400,000 new Ordinary Shares respectively. Taking into account the related party transactions noted above, the Independent Directors consider, having consulted with the Company's nominated adviser, finnCap, that the participation of such related parties in the Fundraising are fair and reasonable insofar as the Company's Shareholders are concerned.
General Meeting
A notice convening a General Meeting, to be held at the offices of finnCap Ltd, 60 New Broad Street, London EC2M 1JJ at 10 a.m. on 29 November 2016 is being posted to Shareholders today and will be available on the Company's website www.proteomics.com.
Recommendation
The Directors consider the terms of the Fundraise outlined above to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their beneficial holdings of Ordinary Shares, representing approximately 32.5 per cent. of the existing issued ordinary share capital of the Company.
Admission
Application has been made for admission of the First Tranche Shares to occur and for dealings to commence in these new Ordinary Shares on 4 November 2016 ("First Admission"). The First Tranche Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM.
Application will be made for admission of the Second Tranche Shares, which is expected to occur and for dealings to commence in these New Ordinary Shares on 30 November 2016 ("Second Admission"). The Placing and Subscription Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM.
Following First Admission, there will be 273,660,078 Ordinary Shares in issue. The figure of 273,660,078 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Proteome under the Disclosure and Transparency Rules.
Following Second Admission, there will be 294,324,832 Ordinary Shares in issue. The figure of 294,324,832 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Proteome under the Disclosure and Transparency Rules.
For further information:
| Proteome Sciences plc | |
| Jeremy Haigh, Chief Executive Officer | |
| Ian Pike, Chief Scientific Officer | Tel: +44 (0)1932 865065 |
| Geoff Ellis, Chief Financial Officer | |
| finnCap Limited (Nominated adviser & Broker) | |
| Geoff Nash/James Thompson (Corporate Finance) Tony Quirke (Corporate Broking) |
Tel: +44 (0)20 7220 0500 |
| IKON Associates (Public Relations) | |
| Adrian Shaw | Tel: +44 (0)1483 271291 |
About Proteome Sciences plc. (www.proteomics.com)
Proteome Sciences is a leader in applied proteomics offering high sensitivity, proprietary technologies and workflows for mapping cell signalling pathways (SysQuant®, TMTcalibrator™) and for the discovery, validation and assay development of protein biomarkers. The company has its headquarters in Cobham, UK, with laboratory facilities in London, UK and in Frankfurt, Germany from where the PS Biomarker Services™ division provides outsourced proteomics services and proprietary biomarker assays to biopharmaceutical and diagnostics companies and to academia.
Proteome Sciences has patented a number of novel protein biomarkers for diagnostic and treatment applications in important areas of human therapeutics such as cancer, stroke and Alzheimer's disease, and these are available for license.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
| PLACING STATISCTICS | ||
| Number of Existing Shares | 228,066,732 | |
| Number of new Ordinary Shares being issued by the Company pursuant to the Subscription | 400,000 | |
| Number of Placing Shares being issued by the Company pursuant to the First Tranche | 45,193,346 | |
| Number of Placing Shares being issued by the Company pursuant to the Second Tranche | 20,664,754 | |
| Total number of Placing Shares (including Subscription Shares) | 66,258,100 | |
| Number of Ordinary Shares in issue following Admission | 294,324,832 | |
| Placing Price | £0.05 | |
| Total proceeds of the Placing | £3.3m | |
| Estimated net proceeds of the Placing receivable by the Company | £3.2m | |
| Placing Shares as a percentage of the Enlarged Issued Share Capital | 22.5% | |
| Market capitalisation of the Company at Admission at the Placing Price | £14.7m | |
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | ||
| Latest time and date for receipt of Forms of Proxy for the General Meeting | 10 a.m. on 25 November 2016 | |
| Date and time of General Meeting | 10 a.m. on 29 November 2016 | |
| Admission and commencement of dealings in the First Tranche Shares and Subscription Shares | 8 a.m. on 4 November 2016 | |
| Admission and commencement of dealings in the Second Tranche Shares | 8 a.m. on 30 November 2016 | |
| Expected date for CREST accounts to be credited in respect of the Placing and Subscription Shares in uncertified form | 30 November 2016 | |
| Expected date for dispatch of definitive share certificates for Placing and Subscription Shares in certificated form | 16 December 2016 | |
This information is provided by RNS
The company news service from the London Stock Exchange
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