Avacta Group Regulatory News (AVCT)

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AVACTA GROUP PLC.

THE INFORMATION COMMUNICATED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

4 June 2020

Avacta Group plc

("Avacta" or the "Company")

PrimaryBid.com Offers

1. Introduction

Avacta Group plc (AIM: AVCT), the developer of Affimer® biotherapeutics and reagents, announces offers for subscription via PrimaryBid of new ordinary shares of 10p each in the Company ("New Ordinary Shares") at an issue price of 120 pence per New Ordinary Share (the "Issue Price"), being a discount of 4.4 per cent to the 30 day volume weighted average price of the Company's ordinary shares on the AIM market of London Stock Exchange plc ("AIM") on 3 June 2020, being 125.3 pence per Ordinary Share.

The Company is also conducting a non-pre-emptive placing of new Ordinary Shares at the Issue Price (the "Placing Shares") by way of an accelerated bookbuild process being carried out by finnCap Ltd (acting as nominated adviser), and finnCap Ltd, Zeus Capital Limited and Beech Hill Securities, Inc. acting as joint brokers (together, the "Joint Brokers") (the "Placing") and a subscription of new Ordinary Shares at the Issue Price (the "Subscription Shares") (the "Subscription"), each as announced earlier today.

The Placing and the Subscription have been split into two tranches, the first placing of up to 24,400,079 Placing Shares (the "First Placing") and the first subscription of up to 2,005,451 Subscription Shares (the "First Subscription"), with admission of such shares to trading on the AIM expected to become effective at 8.00 a.m. on or about 10 June 2020 (or such later date and/or time as the Joint Brokers and the Company may agree, being no later than 8.00 a.m. on 10 July 2020).

The second tranche of the Placing and the Subscription, being of up to a further 7,324,266 Placing Shares (the "Second Placing") and of up to a further 914,215 Subscription Shares (the "Second Subscription") is conditional upon, amongst other things, (i) the passing of the relevant resolution(s) of the Company's shareholders at a general meeting to be convened pursuant to a notice of general meeting to form part of a circular to shareholders expected to be published during the week commencing 8 June 2020 and (ii) admission of such shares to trading on the AIM (which is expected to be take place on or about 25 June 2020 (but in any event no later than 8.00 a.m. on 10 July 2020)).

2. PrimaryBid Offers

The Company values highly its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offers (as defined below). The Company is therefore making the PrimaryBid Offers available exclusively through PrimaryBid.com and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The offers for subscription via PrimaryBid are divided into two separate offers, one to retail investors and the second to "qualified investors" within the meaning of the EU's Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") (together, the "PrimaryBid Offers").

The Company, in consultation with PrimaryBid, reserves the right to scale back any order under the PrimaryBid Offers at its absolute discretion subject to conditions which are available to view on PrimaryBid.com. The Company currently expects that preference will be given to the Company's existing investors.

The PrimaryBid Offers are offered under the prospectus exemptions applicable pursuant to the Prospectus Regulation and the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus in connection with either of the PrimaryBid Offers. The separate PrimaryBid Offers are:

(a) The Retail Offer - Retail investors

An offer of New Ordinary Shares at the Issue Price (the "Retail Offer"), with a minimum subscription of £100 per investor, is open to retail investors subscribing via PrimaryBid.com. The Retail Offer will not raise more than €8 million equivalent.

(b) The Qualified Investor Offer - Institutional investors or others

A separate offer is available to institutional investors (the "Qualified Investor Offer") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (the "Qualified Investors"). Those applications will automatically be allocated to the Qualified Investor Offer.

The PrimaryBid Offers, the Second Placing and the Second Subscription are each conditional upon, amongst other things, (i) the new Ordinary Shares to be issued pursuant to the PrimaryBid Offers, the Second Placing and the Second Subscription being admitted to trading on AIM ("Second Admission"). Second Admission is expected to be take place at 8.00 a.m. on 25 June 2020 (but in any event no later than 8.00 a.m. on 10 July 2020); and (ii) the placing agreement entered into between the Company and the Joint Brokers in connection with the Placing not being terminated in accordance with its terms prior to Second Admission.

The PrimaryBid Offers, via the PrimaryBid.com platform, will be open to individual and institutional investors from 7.01 a.m. on 4 June 2020 to 4.30 p.m. on 4 June 2020. The PrimaryBid Offers may close early if they are oversubscribed. Once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

The terms and conditions on which the PrimaryBid Offers are made, including the procedure for application and payment for New Ordinary Shares, are available to all persons who register with PrimaryBid.com. For further information on the PrimaryBid Offers visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's then existing Ordinary Shares.

3. Use of proceeds

The Company will use the funds raised pursuant to the Placing, Subscription and PrimaryBid Offers, amongst other things, to accelerate the scale-up of the broader Affimer® diagnostic products opportunities, including COVID-19 antigen rapid testing and expansion of the in-house diagnostics product development capabilities.

Important Notices

THIS ANNOUNCEMENT AND THE PRIMARYBID OFFERS AND/OR ISSUE OF NEW ORDINARY SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any New Ordinary Shares in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the PrimaryBid Offers or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

This Announcement contains (or may contain) certain "forward-looking statements" with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "target", "aim", "will", "may", "would", "could", "similar", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Company directors' current beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and none of the Joint Brokers nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements (or any other information) contained herein. Investors and prospective should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. Investors should make their own investigations into the merits (or demerits) of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to, or should be construed as, investment, financial, business, taxation or legal advice. Investors and prospective investors should take independent advice from a person experienced in advising on investments in securities such as the New Ordinary Shares if they are in any doubt. 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The New Ordinary Shares to be issued or sold pursuant to the PrimaryBid Offers will not be admitted to trading on any stock exchange other than the AIM market of London Stock Exchange plc.

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