Last checked at 14 Oct 2016 07:00
14 October 2016
ADVANCED ONCOTHERAPY PLC
("Advanced Oncotherapy" or the "Company")
Open Offer
Posting of Circular
Further to the announcement made on 30 September 2016, the Company is pleased to announce details of the Open Offer.
Introduction
The Company announces that up to a maximum of approximately £4.02 million (being below the €5 million threshold which would require the publication by the Company of a prospectus under the Prospectus Rules) would be raised by way of an Open Offer made to Qualifying Shareholders of up to 4,020,587 Open Offer Shares. The Open Offer is being conducted on the basis of 1 Open Offer Share for every 13 Existing Ordinary Shares held as at the Record Date of 13 October 2016.
The Issue Price of 100 pence represents a discount of approximately 3.4 per cent to the closing price of each Existing Ordinary Share of 103.5 pence on 13 October 2016 (being the last practicable date prior to publication of this announcement). The Issue Price is the same as the price per new Ordinary Share recently issued under the Subscription.
As part of the Open Offer, the Excess Open Offer Entitlement facility will allow excess applications for Open Offer Shares over and above Qualifying Shareholders' Open Offer Entitlements to be accepted from such holders to the extent that other Qualifying Shareholders do not take up their full Open Offer Entitlement.
As the allotment and issue of the Open Offer Shares will not exceed the Company's existing authorities to allot shares for cash on a non pre-emptive basis, no general meeting of the Company is required to be convened to seek Shareholders' approval to complete the Open Offer.
The Ordinary Shares to be issued pursuant to the Open Offer are to be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on 1 November 2016. A further announcement will be made in due course.
Reasons for the Open Offer and use of proceeds
In May 2016, the Company announced that it had entered into the Metric Capital Finance Facility. This facility was conditional upon a future £25 million cash or capital injection to fund the development of a manufacturing base for the LIGHT system. In the light of the progress made in manufacturing its first LIGHT system and cementing its relationship with key manufacturing partners, the Company has decided to remove the uncertainty of this condition by carrying out the Subscription and implementing a financing plan supported by banks and strategic partners which should not be dilutive to equity investors. Metric Capital have confirmed that these arrangements would both obviate the requirement for the condition referred to above and trigger the drawdown of the £24m available under the Metric Capital Finance Facility.
The Directors are mindful of the support of existing Shareholders and have therefore decided to offer all Shareholders the opportunity to participate in the Open Offer at the same price as the Subscription.
The Company will use the net proceeds of the Open Offer to continue the development of the Company's first LIGHT system which, once installed in Harley Street, will be the first Proton therapy centre in London. The funds will also support the Company's advancing collaboration with manufacturing partner Thales, which aims to provide volume manufacturing capabilities initially targeted at producing eight LIGHT systems a year.
Directors' intentions in relation to the Open Offer
The primary purpose of the Open Offer is to allow existing Shareholders (other than Directors) to subscribe for Ordinary Shares at the same price as the Subscription; therefore, in order to maximise the number of Open Offer Shares available to such existing Shareholders, the Directors have confirmed to the Company that they do not intend to participate in the Open Offer.
Posting of the Circular
A circular containing further details of the Open Offer is being posted to shareholders today. A copy of the circular will also be available on the Company's website (www.advancedoncotherapy.com) from today.
Expected Timetable of Principal Events
2016
Record Date for entitlement under the Open Offer | 6.00 p.m. on 13 October |
Ex-Entitlement Date | 14 October |
Posting of the circular and, to Qualifying non‑CREST shareholders only, the Application Forms | 14 October |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | 8.00 am on 17 October |
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 25 October |
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 26 October |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) | 3.00 p.m. on 27 October |
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 11.00 a.m. on 31 October |
Admission effective and dealings in the Open Offer Shares expected to commence on AIM | 8.00 a.m. on 1 November |
Expected date for crediting of the Open Offer Shares in uncertificated form to CREST stock options | 1 November |
Expected date of dispatch of share certificates in respect of the Open Offer Shares | By the week commencing 14 November |
The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this announcement may be adjusted by the Company in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders.
All references to time are to the time in London, England.
Advanced Oncotherapy Plc | www.avoplc.com |
Michael Sinclair, CEO | Tel: +44 20 3617 8728 |
Nicolas Serandour, CFO & COO |
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Stockdale Securities (Nomad & Joint Broker) |
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Antonio Bossi / David Coaten | Tel: +44 20 7601 6100 |
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Beaufort Securities (Joint Broker) |
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Jon Belliss / Elliott Hance | Tel: +44 20 7382 8300 |
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Walbrook PR (Financial PR & IR) | Tel: +44 20 7933 8780 or avo@walbrookpr.com |
Paul McManus / Anna Dunphy | Mob: +44 7980 541 893 / Mob: +44 7876 741 001 |
About Advanced Oncotherapy plc www.avoplc.com
Advanced Oncotherapy is a provider of particle therapy systems with protons that harnesses the best in modern technology. As a result, Advanced Oncotherapy will offer healthcare providers affordable systems that will enable them to treat cancer with an innovative technology providing better health outcomes and fewer treatment related side effects.
Advanced Oncotherapy's team "ADAM" based in Geneva focuses on the development of a proprietary proton accelerator called Linac Image Guided Hadron Technology ("LIGHT"). LIGHT accelerates protons to the energy levels achieved in legacy machines but in a unit that is a fraction of the size and significantly lower in cost. This compact configuration delivers proton beams in a linear way that facilitates a greater precision and electronic control which is not achievable with older technologies.
The Company has signed two purchase agreements for the LIGHT proton therapy systems to be installed in hospitals in China. There are also four additional framework agreements and further Letters of Intent from other healthcare providers.
The Company has also signed a joint venture agreement with CircleHealth, owned by AIM-listed Circle Holdings plc, to operate the Company's proton beam cancer therapy centre in Harley Street.
Advanced Oncotherapy continually monitors the market for any emerging improvements in delivering proton therapy and actively seeks working relationships with providers of these innovative technologies. Through these relationships, the Company will remain the prime provider of an innovative and cost-effective system for particle therapy with protons.
DEFINITIONS
"2006 Act" | the UK Companies Act 2006 | ||
"Admission" | the admission to trading on AIM of the Open Offer Shares, which is expected to take place on 1 November 2016 | ||
"AIM Rules for Companies" | the AIM rules for Companies, as published and amended from time to time by the London Stock Exchange | ||
| the rules for nominated advisers to AIM companies, as published and amended from time to time by the London Stock Exchange | ||
"Applicant" | a Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form under the Open Offer | ||
"Application Form" | the application form which accompanies the circular on which Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer | ||
"Articles" | the existing articles of association of the Company as at the date of this announcement | ||
"Business Day" | any day (other than a Saturday or Sunday) upon which commercial banks are open for business in London, UK | ||
"Capita Asset Services" | a trading name of Capita Registrars Limited | ||
"Company" | Advanced Oncotherapy plc | ||
"CREST" | the relevant system for the paperless settlement of trades and the holding of uncertified securities operated by Euroclear UK and Ireland in accordance with the CREST Regulations | ||
"CREST member" | a person who has been admitted by Euroclear UK and Ireland as a system-member (as defined in the CREST Regulations) | ||
"CREST participant" | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) | ||
"CREST payment" | shall have the meaning given in the CREST manual issued by Euroclear UK and Ireland | ||
"CREST Regulations" | the Uncertificated Securities Regulations 2001, as amended | ||
"CREST Sponsor" | a CREST participant admitted to CREST as a CREST sponsor | ||
"CREST sponsored member" | a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members) | ||
"Directors" | the directors of the Company | ||
"Enlarged Share Capital" | the issued ordinary share capital of the Company immediately following Admission | ||
"Euroclear UK & Ireland" | Euroclear UK & Ireland Limited, the operator of CREST | ||
"Excess Application Facility" | the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlements | ||
"Excess CREST Open Offer Entitlement" | in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the circular being sent to Shareholders today | ||
"Excess Open Offer Entitlement" | an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the circular being sent to Shareholders today | ||
"Excess Shares" | Open Offer Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility | ||
"Existing Ordinary Shares" | the Ordinary Shares in issue as at the date of this document | ||
"FCA" | the Financial Conduct Authority of the United Kingdom | ||
"FSMA" | the Financial Services and Markets Act 2000 (as amended) | ||
"Group" | the Company, together with its subsidiary undertakings | ||
"Half-Year Report" | the unaudited results of the Company for the six months ended 30 June 2016, announced on 30 September 2016 | ||
"HMRC" | HM Revenue & Customs | ||
"ISIN" | International Securities Identification Number | ||
"Issue Price" | 100 pence per Open Offer Share | ||
"LIGHT" | an acronym for the Company's Linac Image Guided Hadron Technology | ||
"London Stock Exchange" | London Stock Exchange plc | ||
"Metric Capital" | Metric Capital Partners LLP | ||
"Metric Capital Financing Facility" | the £24 million facility provided in May 2016 by Metric Capital to support the Company's provision of vendor financing for the installation of the Company's first LIGHT machine in Harley Street | ||
"Member Account ID" | the identification code or number attached to any member account in CREST | ||
"Money Laundering Regulations" | the Money Laundering Regulations 2007 (as amended) | ||
"Official List" | the daily official list maintained by the FCA | ||
"Open Offer" | the invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part III of the circular being sent to Shareholders today and, where relevant, in the Application Form | ||
"Open Offer Entitlement" | the entitlement for Shareholders to subscribe for 1 Open Offer Share for each 13 Existing Ordinary Shares held as at the Record Date and allocated to Qualifying Shareholders pursuant to the Open Offer | ||
"Open Offer Shares" | the 4,020,587 new Ordinary Shares subject to the Open Offer | ||
"Open Offer Subscribers" | Shareholders who subscribe for Open Offer Shares | ||
"Ordinary Shares" | the ordinary shares with a nominal value of 25p each in the capital of the Company | ||
"Overseas Shareholder" | a Shareholder who is resident, or who is a citizen of, or who has a registered address in a jurisdiction outside the United Kingdom | ||
"Participant ID" | the Identification code or membership number used in CREST to identify a particular CREST member or other CREST participant | ||
"Prospectus Rules" | the rules made by the FCA under Part VI of FSMA in relation to transferable securities to the public and admission of transferable securities to trading on a regulated market | ||
"Qualifying CREST Shareholders" | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in uncertificated form | ||
"Qualifying non-CREST Shareholders" | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in certificated form | ||
"Qualifying Shareholders" | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding Existing Ordinary Shares held by (i) the Directors; and (ii) any Overseas Shareholders who are resident in, or who are citizens of, or who have a registered address in a Restricted Jurisdiction) | ||
"Record Date" | 6.00 p.m. on 13 October 2016 | ||
"Receiving Agents" and "Registrars" | Capita Asset Services of Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU | ||
"Restricted Jurisdiction" | each and any of the United States of America, Australia, Canada, Japan, New Zealand, Russia, and the Republic of South Africa and any other jurisdiction where extension or availability of the Open Offer would breach any applicable law or regulations | ||
"SEC" | the US Securities Exchange Commission | ||
"Shareholder" | a holder of Ordinary Shares | ||
"sterling", "pounds sterling", "£", "pence" or "p" | the lawful currency of the United Kingdom | ||
"Stock account" | an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited | ||
"Stockdale Securities" | Stockdale Securities Limited of Beaufort House, 15 St. Botolph Street, London, EC3A 7BB, being the Company's nominated adviser | ||
"Subscription" | the subscription for 10,000,000 Ordinary Shares at 100p per Ordinary Share announced by the Company on 30 September 2016 | ||
"UK Listing Authority" | the FCA acting in its capacity as the component authority for the purposes of Part VI of FSMA | ||
"US Person" | a US person as defined in Regulation S promulgated under the US Securities Act | ||
"US Securities Act" | the United States Securities Act of 1993 (as amended) |