Futura Medical Regulatory News (FUM)

20 December 2019

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL 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 FUTURA MEDICAL PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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)

Futura Medical plc

("Futura" or "the Company")

PrimaryBid.com Offer

Futura Medical PLC (LSE: FUM), the AIM listed pharmaceutical company developing a portfolio of innovative products based on its proprietary, transdermal Dermasys® drug delivery technology and focused on sexual health and pain, is pleased to announce, a conditional offer for subscription via PrimaryBid to raise £1.5 million (before expenses) (the "PrimaryBid Offer") of new ordinary shares of 0.2p each in the Company ("New Ordinary Shares") at an issue price of 8 pence per New Ordinary Share (the "Issue Price"), being a discount of 25.58% per cent to the closing mid-price on 19 December 2019. The Company also proposes to raise gross proceeds of £1.75 million by way of a subscription for 21,875,000 new Ordinary Shares at the Issue Price (the "Subscription") by Lombard Odier as announced at 4.30pm on 20 December 2019.

In addition, Lombard Odier will subscribe £1.5 million for 18,750,000 New Ordinary Shares under the PrimaryBid Offer, which subscription shall be subject to clawback in the event of an over-subscription under the PrimaryBid Offer.

Lombard Odier will receive up to 9,375,000 warrants to subscribe for further new Ordinary Shares at a price of 40 pence per share exercisable until the fifth anniversary of their issue, at a ratio of one warrant for every two shares allocated to it after clawback under the PrimaryBid Offer.

The PrimaryBid Offer is conditional inter alia on the passing of the resolutions at the general meeting and also on admission occurring no later than 8.00 a.m. on 20 January (or such later date as the Company and Liberum may agree, being no later than 31 January). Further details of the Subscription and the conditions to it are set out in the Company's announcement of the Subscription made earlier today. The PrimaryBid Offer will not be completed without the Subscription also being completed.

The Company will use the funds raised for ongoing working capital requirements and to allow the Company to pursue a medical device regulatory pathway for DermaSys®.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform 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 PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 4.31 p.m. on 20 December 2019 to 5 p.m. on 22 December 2019. The PrimaryBid Offer may close early if it is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com).

The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection. Any application under the Offer from an Eligible Counterparty investor will require PrimaryBid to consult with the Company prior to acceptance of that application.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

The Company may, at its sole discretion, elect to increase the total number of New Ordinary Shares available under the PrimaryBid Offer.

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 existing Ordinary Shares.

Details of the Offer

The Company highly values 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 Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.com.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection. Any application under the Offer from an Eligible Counterparty investor will require PrimaryBid to consult with the Company prior to acceptance of that application.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Please note, while PrimaryBid is, in accordance with its normal procedures, in a position to settle New Ordinary Shares on the day they are admitted to trading, receipt of shares into a subscriber's stock broking account is dependent on the timeliness of their respective stock broking account providers.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

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.

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