London, UK - 1 October 2015 - NetScientific plc (AIM:NSCI), a transatlantic biomedical healthcare group with a differentiated investment strategy focused solely on digital health, diagnostics and therapeutics, announces a conditional Placing to raise approximately £18.0 million before expenses and an Additional Fundraising to raise up to approximately £2.0 million, primarily to accelerate the development of its two lead portfolio companies, Vortex Biosciences and Wanda, towards significant value inflection milestones and exits. Neither the Placing nor the Additional Fundraising are underwritten.
A Circular setting out further details on the Placing, Additional Fundraising and the Rule 9 Waiver is expected to be posted to shareholders no later than 23 October 2015, with Admission expected to occur no later than 30 November 2015. The Company has today separately released its half year results for the six months ended 30 June 2015
Details of the Fundraising
• Placing - Placing of 15,000,000 New Ordinary Shares at 120p each to raise approximately £18.0m before expenses by means of a placing by Investec Bank and Liberum
• Additional Fundraising - Up to 1,666,667 New Ordinary Shares at 120p to raise up to approximately £2.0 million. The Additional Fundraising will be by way of a private placing or subscription at the Directors’ discretion, and is not open to the public
• Issue Price - The Issue Price of the New Ordinary Shares at 120 pence per Ordinary Share, represents a discount of 19.5 per cent. to the closing middle market share price of 149 pence on 30 September 2015
• Notice of General Meeting – Due to the size of the Placing, Shareholder approval is required which will be sought at the General Meeting
• Rule 9 Waiver - Given the level of investment by Woodford Investment Management LLP (“Woodford”) in the proposed Placing, assuming the Placing receives all necessary approvals, it will result in Woodford owning more than 30 per cent. of the total voting rights of the Company. This investment requires a waiver by the Takeover Panel under Rule 9 of the Code and must be approved by Independent Shareholders under Rule 9 of the Code and such approval will be sought at the General Meeting
• The Directors unanimously recommend Shareholders to vote in favour of the Resolutions
Francois R. Martelet, M.D., Chief Executive Officer of NetScientific, said:
“Our core portfolio companies, led by Vortex and Wanda, have made significant progress over the past 12 months, as described in today’s results. The proposed funding would make a real difference to the rate at which we can accelerate Vortex and Wanda and we recommend Shareholders to vote positively at the General Meeting”.
Notes To Editors
About NetScientific
NetScientific is a transatlantic biomedical and healthcare technology group with a differentiated investment strategy focused solely on digital health, diagnostics and therapeutics. The Group’s objective is to source, fund and commercialise companies that significantly improve the lives of people with chronic diseases.
For more information, please visit the website at www.netscientific.net.
Issued for and on behalf of NetScientific by Instinctif Partners.
For more information please contact:
NetScientific plc
François R. Martelet, M.D., CEO
Peter Thoms, CFO
Tel: +44 (0)20 3514 1800
Investec Bank plc (NOMAD, broker and joint bookrunner)
Gary Clarence / Daniel Adams
Tel: +44 (0)20 7597 4000
Liberum Capital Limited (joint bookrunner)
David Parsons / Christopher Britton
Tel: +44 (0)20 3100 2000
Instinctif Partners
Melanie Toyne-Sewell
Rosanna Forrest
Tel: +44 (0)20 7457 2020
netscientific@instinctif.com
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A Circular setting out further details on the Placing, Additional Fundraising and the Rule 9 Waiver is expected to be posted to shareholders no later than 23 October 2015, with Admission expected to occur no later than 30 November 2015. The Company has today separately released its half year results for the six months ended 30 June 2015
Details of the Fundraising
• Placing - Placing of 15,000,000 New Ordinary Shares at 120p each to raise approximately £18.0m before expenses by means of a placing by Investec Bank and Liberum
• Additional Fundraising - Up to 1,666,667 New Ordinary Shares at 120p to raise up to approximately £2.0 million. The Additional Fundraising will be by way of a private placing or subscription at the Directors’ discretion, and is not open to the public
• Issue Price - The Issue Price of the New Ordinary Shares at 120 pence per Ordinary Share, represents a discount of 19.5 per cent. to the closing middle market share price of 149 pence on 30 September 2015
• Notice of General Meeting – Due to the size of the Placing, Shareholder approval is required which will be sought at the General Meeting
• Rule 9 Waiver - Given the level of investment by Woodford Investment Management LLP (“Woodford”) in the proposed Placing, assuming the Placing receives all necessary approvals, it will result in Woodford owning more than 30 per cent. of the total voting rights of the Company. This investment requires a waiver by the Takeover Panel under Rule 9 of the Code and must be approved by Independent Shareholders under Rule 9 of the Code and such approval will be sought at the General Meeting
• The Directors unanimously recommend Shareholders to vote in favour of the Resolutions
Francois R. Martelet, M.D., Chief Executive Officer of NetScientific, said:
“Our core portfolio companies, led by Vortex and Wanda, have made significant progress over the past 12 months, as described in today’s results. The proposed funding would make a real difference to the rate at which we can accelerate Vortex and Wanda and we recommend Shareholders to vote positively at the General Meeting”.
Notes To Editors
About NetScientific
NetScientific is a transatlantic biomedical and healthcare technology group with a differentiated investment strategy focused solely on digital health, diagnostics and therapeutics. The Group’s objective is to source, fund and commercialise companies that significantly improve the lives of people with chronic diseases.
For more information, please visit the website at www.netscientific.net.
Issued for and on behalf of NetScientific by Instinctif Partners.
For more information please contact:
NetScientific plc
François R. Martelet, M.D., CEO
Peter Thoms, CFO
Tel: +44 (0)20 3514 1800
Investec Bank plc (NOMAD, broker and joint bookrunner)
Gary Clarence / Daniel Adams
Tel: +44 (0)20 7597 4000
Liberum Capital Limited (joint bookrunner)
David Parsons / Christopher Britton
Tel: +44 (0)20 3100 2000
Instinctif Partners
Melanie Toyne-Sewell
Rosanna Forrest
Tel: +44 (0)20 7457 2020
netscientific@instinctif.com
Help employers find you! Check out all the jobs and post your resume.
