Proposed Placing of new ordinary shares to raise at least £1.5 million
22nd June 2022
NetScientific PLC, the life sciences and sustainability technology investment and commercialisation group, is pleased to announce that the Company is carrying out an equity fundraising to raise at least £1.5 million (the “Placing”), before expenses, via the issue of an aggregate of at least 2,238,800 new Ordinary Shares (“Placing Shares”) at a price of 67 pence per share (the “Placing Price”) (the “Fundraising”).
WH Ireland Limited (“WH Ireland”) is acting as broker in relation to the Fundraising. The Company expects to issue the Placing Shares via a conditional placing (the “Placing”). A placing agreement has been entered into today between the Company and WH Ireland in connection with the Placing (the “Placing Agreement”).
The Placing is being conducted, subject to the satisfaction of certain conditions referred to in the Appendix to this Announcement, through an accelerated book- build process (the “Bookbuild”), which will be launched immediately following this Announcement.
Fundraising Highlights
- Proposed Fundraising of approximately £1.5 million before expenses at a price of 67 pence per share by way of a
- The Placing is being conducted through an accelerated book-build process, which will open with immediate effect following this
- The Placing Shares, assuming full take-up, will represent approximately 9.6 per cent. of the Company’s enlarged issued share
- The final number of Placing Shares will be agreed by WH Ireland and the Company at the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter.
- The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of WH Ireland, in agreement with the Company. The Placing is not
- The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the
Additional Information
The Fundraising
The Company is carrying out the Fundraising to raise at least £1.5 million, before expenses, via a conditional placing of at least 2,238,800 Placing Shares at the Placing Price of 67 pence per share.
The Placing Price represents a discount of approximately 10.6 per cent to the closing mid-market price of the Company’s Ordinary Shares of 75 pence on 20 June 2022 (being the last business day prior to this Announcement).
The Placing Shares, assuming full take-up pursuant to the Placing, will represent approximately 9.6 per cent. of the Company’s enlarged issued share capital.
WH Ireland is acting as agent for the Company and has agreed to use its reasonable endeavours to place approximately 2,238,800 Placing Shares at the Placing Price with new and existing investors. The final number of Placing Shares will be agreed by WH Ireland and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of WH Ireland, in agreement with the Company. The Placing is not underwritten. The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing. In connection with the Placing, the Company has entered into a Placing Agreement with WH Ireland, which contains customary warranties given by the Company with respect to the Company’s business and customary indemnities given by the Company in respect of liabilities arising out of or in connection with the Placing.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission“). It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. by 28 June 2022.
Background to the Placing
In its announcement, released on 12 May 2022, of its preliminary results for the year ended 31 December 2021, the Company stated that 2021 had proven to be a year of excellent progress as it continued its planned implementation of the new growth strategy agreed in 2020.
It reported the following highlights:
- practical completion of the planned turnaround of its business;
- a successful over-subscribed placing, raising additional funds of £7.3 million net of costs;
- further expansion of its well-balanced portfolio from 17 to 22 companies in targeted sectors and high-tech clusters in Cambridge, UK and Leuven, Belgium;
- using its “capital light” investment approach in a number of transactions, including further investments in the portfolio, deeper involvement in selected companies, which offered the potential for greater returns;
- applying its proactive management approach to support and drive the portfolio companies, utilising group synergies, with the requisite commercial focus to deliver significant returns;
- strengthening its balance sheet, with encouraging increases of 46% in “fair value” and 51% in “capital under advisory”;
- progressing its “trans-Atlantic bridges” programme;
- building the holding company resources and infrastructure, to develop, expand and drive business growth through appropriate key value inflection points and ultimately delivery of profitable liquidity events and exits; and
- taking advantage of a range of investment opportunities particularly in the latter part of 2021, in both existing and new portfolio companies, totaling c. £4.5m of direct investments.
Reasons for the Placing
The purpose of the Placing is to provide the Group with sufficient funds to:
- reinforce the good progress in implementing its growth strategy, using its capital light approach;
- continue its proactive management to further develop, commercialise and deliver added value from its existing portfolio businesses;
- maintain the company’s strong financial position; and
- exploit its prospects, attractive deal pipeline and market opportunities to realise shareholder value.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014, as amended, as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (“MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.