TIDMBSFA
RNS Number : 5566J
BSF Enterprise PLC
27 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY
JURISDICTION.
27 April 2022
BSF Enterprise plc
("BSF" or the "Company")
Conditional Placing to raise GBP1.75 million (before
expenses)
Publication of Prospectus
Proposed Waiver of Rule 9 of the Takeover Code
Notice of General Meeting
BSF Enterprise plc (LSE: BSFA), the investment company
established to acquire businesses focused on early-stage
opportunities in the biotechnology, innovative marketing and
e-commerce sectors, is pleased to announce that it has
conditionally raised GBP1.75 million (before expenses) (the
"Placing") via the proposed issue of 23,744,912 new Ordinary Shares
(the "Placing Shares") at a price of 7.37 pence per new Ordinary
Share (the "Placing Price") with Placing Warrants attached .
Under the Placing, each Placee will receive one Placing Warrant
for every two Placing Shares subscribed for in the Placing and with
each Placing Warrant entitling the holder to subscribe for one
Ordinary Share at an exercise price of 15p per share at any time up
and until the third anniversary of Admission. The Placing Warrants
will be freely transferable. In addition, the Company has agreed,
conditionally on Admission, to issue the 447,761 Broker Warrants to
Shard Capital, which are exercisable at an exercise price of 15p
per share at any time up and until the third anniversary of
Admission and are non-transferable.
The Placing Shares subscribed for in the Placing at the Placing
Price will represent approximately 27.68 per cent. of the Enlarged
Share Capital. The Placing is conditional, inter alia, on the
Acquisition Agreement becoming unconditional (save as to Admission)
and the Resolutions being passed at the General Meeting .
The net placing proceeds are expected to be GBP 1,335,000 and
will be used for the following purposes:
-- lab space and consumables (GBP77,500);
-- employing additional time from 3DBT's existing professional
and technical people (GBP486,000);
-- employing additional professional and technical people (GBP130,000);
-- marketing and sales avenues for the serum free and cosmetics (GBP50,000); and
-- general corporate overheads (GBP 871,500 ).
As announced on 24 December 2021, the Company has entered into a
conditional share sale and purchase agreement (the "Acquisition
Agreement") to acquire the entire issued share capital of 3D
Bio-Tissues Limited ("3DBT") in consideration for the allotment and
issue to the Sellers of an aggregate of 33,900,004 Consideration
Shares (the "Acquisition"). The Acquisition is conditional, inter
alia, on a successful Placing and the passing of the Resolutions at
the General Meeting (including the Rule 9 Waiver).
The Company is also proposing to adopt two equity incentive
plans:
- Restricted Share Plan. Subject to the passing of Resolution 4
at the General Meeting, the Company will adopt the Restricted Share
Plan, which will allow for the grant of shares to selected
employees subject to restrictions and forfeiture risks which will
be lifted after a certain period. It is intended that participants
will be executive directors and senior employees of the Company. No
more than 15 per cent. of the issued share capital of the Company
from time to time can be issued or issuable under the plan and
other grant of shares by the Company which are subject to
restrictions and forfeiture risks.
- Employee Share Option Plan ("ESOP"). Subject to the passing of
Resolution 5 at the General Meeting the Company proposes to adopt
the ESOP, which will allow for the grant of EMI options and
non-approved share options. At present, no options to subscribe for
Ordinary Shares have been granted under the ESOP. No more than 5
per cent. of the issued share capital of the Company from time to
time shall be issued or issuable under the ESOP and other share
option arrangements of the Company. At any time, the total market
value (at the relevant dates of grant) of the shares that can be
acquired on the exercise of all EMI options over the shares will
not exceed GBP3 million (or any other amount as may be specified by
the legislation governing EMI options at the relevant time).
On Completion, the Company proposes to issue a total of
7,798,491 new Ordinary Shares as Restricted Shares to certain of
its directors and certain 3DBT staff as follows:
Name No. of Restricted Shares
Professor Che Connon 3,899,246
Dr Ricardo Gouveia 779,849
Professor Yu Xiong 779,849
Min Yang 779,849
Geoff Baker 1,559,698
Total 7,798,491
The Restricted Shares to be issued to Professor Che Connon and
Dr Ricardo Gouveia will be subject to the rules of the Restricted
Share Plan.
The Restricted Shares to be issued to Min Yang, Geoff Baker and
Professor Yu Xiong will be subject to the terms and conditions of
the Restricted Share Agreements, which are substantially the same
as the terms and conditions contained in the rules of the
Restricted Share Plan.
None of the Restricted Shares to be issued will be subject to
any performance conditions.
The recipients of the Restricted Shares are all members of the
Concert Party.
Publication of Prospectus
In connection with the Placing, the Acquisition and Admission,
the Company has today received approval from the FCA of its
Prospectus relating to the Enlarged Group and has published its
Prospectus.
The Prospectus and an electronic copy of the Prospectus has been
made available on the Company's website (www.bsfenterprise.com).
The Prospectus will also be available for inspection at the
National Storage Mechanism website:
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
Notice of General Meeting
In addition, a circular is being posted today to Shareholders
(the "Circular") which sets out in more detail the background and
reasons for the Acquisition, the Placing and details of the
proposed issue of Restricted Shares, and certain other proposals
and also includes a notice of General Meeting.
A General Meeting of the Company is being convened for 10:00
a.m. on 16 May 2022 at the offices of Ince Gordon Dadds LLP,
Aldgate Tower, 2 Leman Street, London E1 8QN.
Proposed Waiver of Rule 9 of the Takeover Code
Immediately, upon Admission pursuant to the terms of the
Acquisition Agreement and the issue of the Restricted Shares, the
Concert Party will hold 56,778,497 Ordinary Shares, representing
approximately 66.19 per cent. of the Enlarged Share Capital.
Accordingly, the Concert Party would normally be required under
Rule 9 of the Code to make a mandatory offer for the remainder of
the share capital of the Company. However, the Panel has agreed,
subject to the Rule 9 Waiver being approved by Independent
Shareholders at the General Meeting, to waive the obligation on the
Concert Party, under Rule 9 of the Code, to make an offer for the
entire issued share capital of the Company that will arise as a
result of issue to the Concert Party of the Consideration Shares
and the Restricted Shares.
The Rule 9 Waiver is subject to Independent Shareholder approval
at the General Meeting. In order to comply with the Code, the Rule
9 Waiver will be taken on a poll, and require the approval of more
than 50 per cent. of votes cast by Independent Shareholders at the
General Meeting present in person or by proxy and voting at the
General Meeting. The members of the Concert Party will not vote on
the Rule 9 Waiver.
As, immediately following Admission, the Concert Party will
hold, in aggregate, more than 50 per cent. of the voting rights in
in the Company, members of the Concert Party may acquire further
interests in the Ordinary Shares of the Company without incurring
any obligation under Rule 9 to make a general offer. However,
individual members of the Concert Party will not be able to
increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.
Other Resolutions proposed at the General Meeting
In addition to the Rule 9 Waiver, the Company is also proposing
resolutions at the General Meeting as follows:
- Resolution 2 (ordinary resolution) to grant the directors
general authority to allot shares or grant rights to subscribe for,
or convert any security into shares , including in respect of the
New Ordinary Shares, the Placing Warrants and the Broker
Warrants.
- Resolution 3 (special resolution) to disapply statutory
pre-emption rights that would otherwise apply to allotments of
shares for cash, including in respect of the New Ordinary Shares,
the Placing Warrants and the Broker Warrants.
- Resolution 4 (ordinary resolution) to approve the Restricted
Share Plan and its implementation.
- Resolution 5 (ordinary resolution) to approve the ESOP and its implementation.
- Resolution 6 (ordinary resolution) to approve the issue of
Restricted Shares to Min Yang and Geoff Baker who are existing
directors of the Company.
The full text of the resolutions is set out in the Circular,
which will be made available on the Company's website
(www.bsfenterprise.com).
Expected Timetable of principle events
Publication of Prospectus 27 April 2022
Publication and despatch of Circular 27 April 2022
Latest time and date for receipt of Forms 10.00 a.m. on 12 May
of Proxy and CREST Proxy Instructions 2022
for the General Meeting
Record time for those Shareholders on 10.00 a.m. on 12 May
the Register of 2022
Members entitled to attend or vote at
the General Meeting
General Meeting 10.00 a.m. on 16 May
2022
Announcement of the result of the General 16 May 2022
Meeting
Completion of the Acquisition 17 May 2022
Admission effective and dealing in the 8.00 a.m. on 17 May
New Ordinary Shares expected to commence 2022
Placing Shares and Consideration Shares 17 May 2022
expected to be credited to CREST members'
accounts (where applicable)
Note: All references in this announcement are to London times
unless otherwise stated. The dates and times given are indicative
only and are based on the Company's current expectations and may be
subject to change. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Shareholders by
announcement through a regulatory information service.
Key Statistics
Number of Existing Ordinary Shares 20,340,002
Number of Consideration Shares to be issued
upon Completion 33,900,004
Issue Price of the Consideration Shares 7.37 pence
Number of Placing Shares 23,744,912
Placing Price of the Placing Shares 7.37 pence
Number of Placing Warrants to be issued
pursuant to the Placing 11,872,456
Number of Broker Warrants to be issued
pursuant to the Placing 447,761
Number of Restricted Shares 7,798,491
Enlarged Share Capital immediately on
Admission 85,783,409
Consideration Shares as a percentage of
the Enlarged Share Capital immediately
on Admission 39.52%
Placing Shares as a percentage of the
Enlarged Share Capital immediately on
Admission 27.68%
Gross Proceeds of the Placing GBP 1,750,000
Net Proceeds of the Placing GBP1,335,000
New Ordinary Share as a percentage of
the Enlarged Share Capital immediately
on Admission 76.29%
Market Capitalisation of the Company at c. GBP6.32 million
the Issue Price on Admission
Further announcements will be made in due course, as
appropriate.
Enquiries:
BSF Enterprise plc
Geoff Baker Tel: +44 (0) 208 194 9201
Shard Capital Partners LLP
Damon Heath Tel: +44 207 186 9952
For further information, please visit www.bsfenterprise.com.
LEI: 2138007PJT69H8FYLC06
This announcement contains inside information for the purposes
of Article 7 of the UK version of Market Regulation (EU) No
596/2014 on Market Abuse as it forms part of UK domestic law by
virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
DISCLAIMER
Shard Capital Partners LLP ("Shard Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (FRN: 538762), is acting as broker to the Company
in relation to the Placing. Persons receiving this announcement
should note that Shard Capital will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for advising any other person on the arrangements
described in this announcement. Shard Capital has not authorised
the contents of, or any part of, this announcement and no liability
whatsoever is accepted by it for the accuracy of any information or
opinion contained in this announcement or for the omission of any
information.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations concerning, amongst other things,
the amount of capital which will be returned by the Company and the
taxation of such amounts in the hands of Shareholders. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company, Shard Capital and their respective
affiliates expressly disclaim any obligation or undertaking to
update, review or revise any forward-looking statement contained in
this announcement to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Listing Rules, the Prospectus
Regulation Rules or other applicable laws, regulations or
rules.
The Existing Ordinary Shares and the New Ordinary Shares have
not, nor will they be, registered under the US Securities Act of
1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the
Company may not be offered or sold directly or indirectly in or
into the United States unless registered under the US Securities
Act or offered in a transaction exempt from or not subject to the
registration requirements of the US Securities Act or subject to
certain exceptions, into Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the
Republic of South Africa. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. All of the value of an investor's
investment in the Company will be at risk. Past performance is not
a guide to future performance and the information in this circular
or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing
advice should contact a professional adviser.
DEFINITIONS
Acquisition the proposed acquisition by the Company
of the entire issued share capital
of 3DBT pursuant to the terms of the
Acquisition Agreement;
Acquisition Agreement means the conditional agreement dated
23 December 2021 made between the Company
and the Sellers relating to the Acquisition
;
Admission means the re-admission of the Existing
Ordinary Shares and the admission of
the New Ordinary Shares to the Official
List by way of a Standard Listing and
to trading on the London Stock Exchange's
Main Market for listed securities;
Broker Warrants the 447,761 warrants to subscribe Ordinary
Shares at the price of 15p per share
being granted by the Company to Shard
Capital conditionally on Admission
in connection with the Placing;
City Code the City Code on Takeovers and Mergers;
Company means BSF Enterprise plc, a company
incorporated in England & Wales whose
registered office address is at C/o
Locke Lord (UK) LLP, 201 Bishopsgate,
London EC2M 3AB with company number
11554014;
Completion means completion of the Acquisition;
Concert Party the concert party for the purposes
of the City Code, comprising the Sellers
and certain existing Shareholders,
as more particularly described in the
Circular;
Consideration Shares means the 33,900,004 new Ordinary Shares
to be issued and allotted to the Sellers
at the Placing Price pursuant to the
terms of the Acquisition Agreement;
Directors, Board or Board means the current directors of the
of Directors Company or the board of directors from
time to time of the Company, as the
context requires, and "Director" is
to be construed accordingly;
Enlarged Group means, with effect from Completion,
the Company and 3DBT;
Enlarged Share Capital the share capital of the Company after
Admission, comprising the Existing
Ordinary Shares and the New Ordinary
Shares;
ESOP means the employee share option plan
proposed to be adopted by the Company
;
Existing Directors means Min Yang, Geoffrey Robert Baker
and Dennis Ow;
Existing Ordinary Shares means the 36,900,000 Ordinary Shares
of GBP0.01 each in issue as at the
date of this announcement;
FCA means the UK Financial Conduct Authority;
FSMA means the UK Financial Services and
Markets Act 2000, as amended;
GBP, pounds sterling or means British pounds sterling;
GBP
General Meeting the general meeting of the Company,
to be held at the offices of Ince Gordon
Dadds LLP, Aldgate Tower, 2 Leman Street,
London E1 8QN at 10.00 a.m. on 16 May
2022, or any adjournment thereof ;
Independent Director Dennis Ow;
Independent Shareholders all Shareholders with the exception
of the members of the Concert Party;
Listing Rules means the listing rules made by the
FCA under section 73A of FSMA as amended
from time to time;
London Stock Exchange means London Stock Exchange plc;
Main Market means the main market for listed securities
of the London Stock Exchange;
Market Abuse Regulation or the UK version of the EU Market Abuse
MAR Regulation (2014/596/EU) (incorporated
into UK law by virtue of the EUWA)
and the relevant provisions of the
EU Market Abuse Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares, the Consideration
Shares and the Restricted Shares;
Official List means the official list maintained
by the FCA;
Ordinary Shares means the ordinary shares of GBP0.01
each in the capital of the Company
including, if the context requires,
the New Ordinary Shares;
Panel the Panel on Takeovers and Mergers;
Placing means the proposed placing of the New
Ordinary Shares by the Company at the
Placing Price, conditional inter alia
on Admission;
Placing Price means 7.37 pence per New Ordinary Share;
Placing Shares means the 23,744,912 new Ordinary Shares
proposed to be issued and allotted
pursuant to the Placing;
Placing Warrants means the 11,872,456 warrants to subscribe
new Ordinary Shares at 15p per share
being granted by the Company to Placees
conditionally on Admission;
Proposed Director means Professor Che John Connon;
Prospectus means the prospectus relating to the
Acquisition, the Placing, Admission
and the Enlarged Group;
Prospectus Regulation Rules the Prospectus Regulation Rules made
by the FCA under Part VI of the FSMA;
Resolutions means the resolutions to be put to
the Shareholders at the General Meeting
as set out in the Notice of General
Meeting;
Restricted Share Agreements the agreements between the Company
and each of Min Yang, Geoff Baker and
Professor Yu Xiong dated 26 April 2022
pursuant to which the Company has conditionally
agreed to award Restricted Shares to
each of Min Yang, Geoff Baker and Professor
Yu Xiong;
Restricted Share Award Agreement the agreements dated 26 April 2022
between the Company and Professor Che
Connon and Dr Ricardo Gouveia pursuant
to which the Company has conditionally
agreed to award Restricted Shares to
such persons under the Restricted Share
Plan;
Restricted Shares the new Ordinary Shares to be issued
on Admission under the Restricted Share
Plan and pursuant to the Restricted
Share Agreements;
Restricted Share Plan means the restricted share plan proposed
to be adopted by the Company;
Reverse Takeover means a reverse takeover as defined
in the Listing Rules;
Rule 9 Waiver means the resolution numbered set out
in the Notice of General Meeting, for
the Independent Shareholders to approve,
on a poll, the Panel's agreement to
waive any obligation on any member
of the Concert Party to make a general
offer to Shareholders pursuant to Rule
9 that would otherwise arise as a result
of the issue of the Consideration Shares
and the Restricted Shares;
Securities Act means the U.S. Securities Act of 1933,
as amended;
Sellers means Professor Che Connon, Dr Ricardo
Gouveia, Newcastle University Holdings
Limited and BSF Angel Funding Limited,
being together all of the Sellers of
the entire issued share capital of
3DB T pursuant to the Acquisition Agreement;
Shard Capital Shard Capital Partners LLP, which is
authorised and regulated in the United
Kingdom by the Financial Conduct Authority
(FRN: 538762);
Shareholders means the holders of Ordinary Shares;
Standard Listing means a standard listing under Chapter
14 of the Listing Rules;
United Kingdom or U.K. means the United Kingdom of Great Britain
and Northern Ireland;
United States or U.S. means the United States of America;
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUBRARURUSUAR
(END) Dow Jones Newswires
April 27, 2022 07:07 ET (11:07 GMT)
Bsf Enterprise (LSE:BSFA)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Bsf Enterprise (LSE:BSFA)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
