VERICI DX PLC

Share Issue/Capital Change • Oct 22, 2020

National Storage Mechanism | Additional information

RNS Number : 9642C

Verici Dx PLC

22 October 2020

Not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States, Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa or any other jurisdiction where it is unlawful to distribute this announcement.

Verici Dx plc

("Verici Dx" or the "Company") 

Launch of Restricted Offer

Verici Dx plc, a developer of advanced clinical diagnostics for organ transplant, announced earlier today  that it proposes to raise up to £14.5 million by means of a proposed placing, subscription and a Restricted Offer (as defined below) (together, the "Fundraising").

The Company has now written to Qualifying Shareholders to confirm that a restricted offer is being launched, in addition to the placing and subscription, which will enable Qualifying Shareholders in the UK to subscribe for ordinary shares of 0.1p each ("Verici Shares") at the same issue price, being 20.0 pence per Ordinary Share (the "Restricted Offer").

As announced separately on 22 October 2020, the Company has received strong levels of funding support for the placing and subscription to raise £14.0 million, with the Restricted Offer being open to acceptances to raise, in aggregate, up to a further £0.5 million.

Gross proceeds for the Fundraising are expected to be £14.5 million in any event, as the Company has discretion to place any Verici Shares not applied for in the Restricted Offer with other investors.

The Restricted Offer is only available to certain persons, being persons who held the beneficial title to any Ordinary Shares of 0.1p each in the capital of the Company as at close of business on 9 July 2020 (the "Record Date") whose registered address is in the UK ("Qualifying Shareholders").

Details of the Application Form's availability are contained within the letter to Qualifying Shareholders. The letter to Qualifying Shareholders and the Application Form set out further details of the Restricted Offer.

Please note that the P-Proof Admission Document is written as of the intended publication date (on or around 3 November) and so describes certain matters that are still in progress as though they have happened.

Qualifying Shareholders who decide to apply for Verici Shares in the Restricted Offer should first read the P-Proof Admission document in its entirety, including but not limited to the Important Information section, Part 1 (Information on Verici Dx plc, the Market Opportunity and Strategy), Part 2 (Risk Factors), the Restricted Offer terms which will apply to any application for Verici Shares made under the Restricted Offer as are set out in Part 7 (Restricted Offer Terms), and the Q&A relating to the Restricted Offer set out in Part 8 (Restricted Offer Q&A).

Any Qualifying Shareholder should carefully consider if a further investment in the Company is suitable for their investment parameters and risk profile and are recommended to take independent advice from their own personal financial adviser, stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA. For the avoidance of doubt neither the directors of the Company nor Nplus1 Singer Advisory LLP ("N+1 Singer"), the Company's nominated adviser and corporate broker, is making any recommendation as to what action Qualifying Shareholders should take and the Restricted Offer is being solely organised by the Company.

If you have a query concerning the completion of the Application Form, please telephone the Link Group (the "Receiving Agent") on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Qualifying Shareholders who decide to participate in the Restricted Offer should complete and submit their Application Form in accordance with the instructions provided. If you do not wish to take part in the Restricted Offer then no action is required.

The latest time for receipt of Application Forms is 11.00 a.m. on 28 October 2020.

Following the application period, the Company will announce the result of the Restricted Offer and confirm the finalisation of the Fundraising. The expected admission date for Verici Shares to commence trading on AIM is 8 a.m. on Tuesday, 3 November 2020.

The Company may, in its absolute discretion, offer Verici Shares for which applications have not been made or accepted in the Restricted Offer to participants in the Fundraising or such other persons (who may not be Qualifying Shareholders) as part of the wider Fundraising, as it deems fit.

Enquiries:

Verici Dx	www.vericidx.com
Sara Barrington, CEO	Via Walbrook PR
Julian Baines, Chairman
N+1 Singer (Nominated Adviser & Broker)	Tel: 020 7496 3000
Aubrey Powell / Justin McKeegan (Corporate Finance) Tom Salvesen / Ross Penney (Corporate Broking)
Walbrook PR Limited	Tel: 020 7933 8780 or vericidx@walbrookpr.com
Paul McManus / Sam Allen	Mob: 07980 541 893 / 07748 651 727

About Verici Dx plc www.vericidx.com

Verici Dx is developing and commercialising tests to understand how a patient will and is responding to organ transplant, with an initial focus on kidney. One of the most significant threats to a successful transplant, or graft, is the body's own immune system. Patients' immune systems differ in how they respond to the presence of the transplanted organ, characterizing this response is called immune phenotyping. Our products and solutions are underpinned by extensive scientific research into the recipient's immune phenotype and how that impacts on acute rejection, chronic injury and ultimately failure of the transplant. These immuno-profile signatures also inform clinicians as to the optimal strategy for immunosuppressive and other therapies for the most successful treatment to ensure graft acceptance with the least amount of side effects.

The foundational research was driven by a deep understanding of cell-mediated immunity and is enabled by access to expertly curated collaborative studies in highly informative cohorts in kidney transplant.

Disclaimer

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus nor an admission document.  This announcement is not and does not constitute, or form part of, and should not be construed as, an offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities in the Company in any jurisdiction, including in or into the United States, Canada, Australia, the Republic of South Africa or Japan or their respective territories or possessions. This announcement does not constitute a recommendation regarding any securities.

Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the Pathfinder, the P-proof of the admission document and the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the Fundraising and the proposed admission of the issued and to be issued ordinary shares to trading on AIM. The information in this announcement is for background purposes only and does not purport to be full or complete.

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