TIDMNSCI
RNS Number : 3951G
NetScientific PLC
26 May 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY OR SUBSCRIBE FOR ANY ORDINARY SHARES OR OTHER
SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR
ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT
WHATSOEVER. ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE ORDINARY
SHARES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS.
26 May 2017
NetScientific plc
Results of Placing and Subscription
NetScientific plc (AIM:NSCI) (the "Company"), the transatlantic
healthcare IP commercialisation Group, is pleased to announce the
completion of commitments under the Placing and Subscription
announced on 25 May 2017 to raise a total of GBP8.1 million in new
funds.
Commitments have been obtained to subscribe for a total of
14,083,332 Placing Shares and 3,833,330 Subscription Shares from
existing and new institutional and other investors at an issue
price of 45.0 pence per new Ordinary Share (the "Issue Price") to
raise a total of GBP8.1 million for the Company (before expenses).
The Placing Shares and Subscription Shares together represent
approximately 35.1 per cent. of the issued ordinary share capital
of the Company prior to the Placing and Subscription. The Issue
Price represents a discount of 15.1 per cent. to the Company's
mid-market closing price as at 24 May 2017, being the last
practicable day before the announcement of the Placing and
Subscription.
The net proceeds of the Placing and Subscription are principally
to continue the acceleration of the development of the Company's
actively managed portfolio companies, and advance these toward
commercialisation and potential exit opportunities. NetScientific's
actively managed portfolio companies are Vortex, Glycotest, Wanda
and ProAxsis. The Company also holds a minority position in PDS
Biotechnology.
The Additional Fundraising of up to 3,333,333 New Ordinary
Shares at 45.0 pence per Ordinary Share to raise up to
approximately GBP1.5 million will close at 11.00 a.m. on Friday 9
June 2017. The Additional Fundraising will be by way of a private
placing or subscription at the Directors' discretion, and is not
open to the public.
Completion of the Placing, Subscription and Additional
Fundraising remain subject, inter alia, to the passing of the
Resolutions at the General Meeting and to the Admission of the New
Ordinary Shares to trading on AIM. A circular to shareholders
convening the General Meeting is expected to be posted on Friday 26
May 2017, and will also be available on the Company's website at
the same time at http://www.netscientific.net/. Stifel Nicolaus
Europe Limited ("Stifel") is acting as nominated adviser and
bookrunner to the Company. Liberum Capital Limited ("Liberum") is
acting as placing agent to the Company. It is expected that
Admission will become effective and that dealings in the New
Ordinary Shares on AIM will commence at 8.00 a.m. on or around
Tuesday 13 June 2017 (or such later date as the Company, Stifel and
Liberum may agree, provided that such date does not extend beyond
8.00 a.m. on 30 June 2017).
The capitalised terms used in this announcement have the meaning
as defined in the announcement published by the Company on 25 May
2017 unless otherwise stated.
Francois R. Martelet, M.D., Chief Executive Officer of
NetScientific, said:
"We are delighted to have raised GBP8.1 million in funds from
existing and new investors. This new finance will most importantly
allow us to continue to support our portfolio of companies, several
of which are approaching critical commercial inflection points.
More broadly, it will allow us to invest in new pipeline
opportunities and further develop our infrastructure. The capital
we have raised will underpin the delivery of life-changing
innovation to patients and value to shareholders through these
dynamic companies. We would like to thank our existing shareholders
for their support and look forward to working with our new
investors as we move through the next critical stage of our
development."
Related Party Transaction
The commitments of Woodford Investment Management Ltd
("Woodford") and Invesco Asset Management Limited ("Invesco") in
the Placing, which have now been confirmed, constitute related
party transactions under the AIM Rules for Companies by virtue of
Woodford and Invesco each being a substantial shareholder in the
Company. The Directors consider, having consulted with Stifel, the
Company's nominated adviser, that the terms of the transaction are
fair and reasonable in so far as the Company's Shareholders are
concerned. Woodford has committed to an investment of 8,027,777 New
Ordinary Shares at the Issue Price and Invesco has committed to an
investment of 4,444,444 New Ordinary Shares at the Issue Price.
Inside Information
This announcement contains inside information. The person
responsible for arranging for the release of this announcement on
behalf of the Company is Ian Postlethwaite, the Company's Chief
Financial Officer.
A copy of this announcement has been posted on the Company's
website at http://www.netscientific.net/
For more information, please contact:
NetScientific plc
François R. Martelet, M.D., Tel: +44 (0)20
CEO 3514 1800
Ian Postlethwaite, CFO
Stifel Nicolaus Europe Limited Tel: +44 (0)20
(NOMAD, broker and bookrunner) 7710 7600
Jonathan Senior / David Arch /
Ben Maddison
Liberum Capital Limited (placing Tel: +44 (0)20
agent) 3100 2000
David Parsons / Christopher Britton
Consilium Strategic
Communications Tel: +44 (0) 20 3709 5700
Mary-Jane Elliott /
Jessica Hodgson / Chris
Welsh / Laura Thornton
netscientific@consilium-comms.com
About NetScientific
NetScientific is a transatlantic healthcare technology group
with an investment strategy focused on sourcing, funding and
commercialising technologies that significantly improve the health
and well-being of people with chronic diseases. For more
information, please visit the website at www.netscientific.net
IMPORTANT NOTICES
This announcement has been issued by, and is the sole
responsibility of, the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000.
This announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area ("EEA") who are qualified investors within the
meaning of Article 2(1)(e) of the EU prospectus directive (which
means directive 2003/71/EC, as amended from time to time, including
directive 2010/73/EC, and includes any relevant implementing
directive measure in any member state) (the "Prospectus Directive")
("Qualified Investors"); and (b) persons in the United Kingdom who
are qualified investors and (i) have professional experience in
matters relating to investments falling within Article 19(1) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") (ii) are persons falling within Article 48(2)
("Certified High Net Worth Individuals") of the Order; (iii) are
persons falling within Article 49(2)(a) to (d) ("High net worth
companies, unincorporated associations, etc") of the Order; or (iv)
are persons to whom it may otherwise be lawfully communicated; or
(c) persons to whom it may otherwise be lawfully communicated (all
such persons together being referred to as "relevant persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively as nominated adviser and bookrunner to the Company (for
the purposes of the AIM Rules for Companies) and no one else in
connection with Admission, the Placing and the matters set out in
this announcement. Stifel will not regard any other person as its
customer or be responsible to any other person for providing the
protections afforded to customers of Stifel nor for providing
advice in relation to the transactions and arrangements detailed in
this announcement for which the Company and the Directors are
solely responsible and, without limiting the statutory rights of
any recipient of this announcement, no liability is accepted by
Stifel for the accuracy of any information or opinions contained in
this announcement or for omissions of any material information for
which it is not responsible. Stifel is not making any
representation or warranty, express or implied, as to the contents
of this announcement. The responsibilities of Stifel as the
Company's nominated adviser and bookrunner solely for the purposes
of the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or any
Director or to any other person in respect of his decision to
invest in the Company in reliance on any parts of this
announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no other person in connection with the Placing.
Liberum will not regard any other person as its customer or be
responsible to any other person for providing the protections
afforded to customers of Liberum nor for providing advice in
relation to the transactions and arrangements detailed in this
announcement for which the Company and the Directors are solely
responsible and, without limiting the statutory rights of any
person to whom this announcement is issued, no liability is
accepted by Liberum for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information for which it is not responsible. Liberum is not making
any representation or warranty, express or implied, as to the
contents of this announcement.
This document may not be published, distributed, forwarded or
transmitted directly or indirectly, in whole or in part, in or into
the United States. These materials do not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the
United States.
The New Ordinary Shares described in this announcement have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "US Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The New
Ordinary Shares are being offered only outside of the United States
in reliance on Regulation S under the US Securities Act.
Furthermore, the New Ordinary Shares have not been and will not
be registered under the applicable laws of any of Canada,
Australia, Japan or the Republic of South Africa or of any other
jurisdiction where to do so would be unlawful and, consequently,
may not be offered or sold to any national, resident or citizen
thereof. The distribution of this document in or into jurisdictions
other than the United Kingdom may be restricted by law and
therefore any person who is subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and
observe, such restrictions. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKADQDBKDPPB
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May 26, 2017 07:49 ET (11:49 GMT)
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