Issued on behalf of Premaitha Health plc
Manchester, UK: Thursday, 2 July
2 July 2015
Premaitha Health plc
(“Premaitha” or the “Company”)
Completion of placing to raise £8 million
Premaitha (AIM: NIPT) has successfully completed the placing announced earlier today (the “Placing”).
A total of 40,000,000 new ordinary shares (the “New Shares”) have been placed by Panmure Gordon at a price of 20 pence per share raising £8 million before expenses. The New Shares represent approximately 21.3 per cent. of the issued ordinary share capital of the Company prior to the Placing. The Placing was oversubscribed.
The New Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares in the capital of the Company (“Ordinary Shares”). Application has been made to the London Stock Exchange for admission to trading of the New Shares on AIM (“Admission“). It is expected that Admission will take place at 8:00 a.m. on 7 July 2015 (at which time the Placing will become unconditional) and that dealings in the New Shares on AIM will commence at the same time.
Premaitha’s enlarged issued ordinary share capital (“Enlarged Ordinary Share Capital”) immediately following the issue of the New Shares will be 228,163,709 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify an interest in, or a change in interest in, the share capital of the Company under the Disclosure and Transparency Rules.
Director Dealings
Certain Directors of the Company have agreed to acquire, in aggregate, 3,900,000 of the New Shares pursuant to the terms of the Placing, as set out in the table below:
| Prior to the Placing | Placing | Immediately following the Placing | |||
| Number of Ordinary Shares | % of the Existing Ordinary Share Capital | Number of New Shares subscribed for | Number of Ordinary Shares | % of the Enlarged Ordinary Share Capital | |
| Stephen Little | 2,272,727 | 1.2% | 500,000 | 2,772,727 | 1.2% |
| Peter Collins | 2,272,727 | 1.2% | 1,250,000 | 3,522,727 | 1.5% |
| Adam Reynolds | 2,301,137 | 1.2% | 500,000 | 2,801,137 | 1.2% |
| Barry Hextall | 1,762 | 0.0% | 150,000 | 151,762 | 0.1% |
| Nick Mustoe | 2,784,091 | 1.5% | 1,500,000 | 4,284,091 | 1.9% |
Concert Party
Changes to maximum potential controlling position
As set out in the Company’s admission document dated 13 June 2014, the Company previously applied to the Takeover Panel (“Panel”) for a waiver of Rule 9 of the Takeover Code in order to enable the Company’s acquisition of Premaitha Health Limited (“Acquisition”) at that time without triggering an obligation on the part of the Concert Party to make a general offer to all other shareholders. The Panel agreed to waive the requirement, which might otherwise arise as a result of the Acquisition, for the members of the Concert Party to make a general offer to all other shareholders.
Immediately following the Placing, the Concert Party will hold, in aggregate, 107,103,862 Ordinary Shares, representing 46.9 per cent. of the Enlarged Ordinary Share Capital. Shareholders should be aware that, following completion of the Placing, as the members of the Concert Party will between them hold more than 30 per cent. and less than 50 per cent. of the Company’s voting share capital, for as long as they continue to be treated as acting in concert they will not be able to increase their aggregate holding in the Company (save for the exercise of the options set out in the table below) without incurring an obligation under Rule 9 to make a mandatory offer to the other Shareholders.
The Concert Party holds, in aggregate, 23,151,400 options over Ordinary Shares. If, following the Placing, all of the options held by members of the Concert Party are exercised, the Concert Party will hold 130,255,262 Ordinary Shares, representing 51.8 per cent. of the so enlarged share capital. In these circumstances, pursuant to the waiver of Rule 9 referred to above, the exercise of these options will not trigger any obligation on the part of the Concert Party under Rule 9. Shareholders should also be aware that, following the exercise of these options, the members of the Concert Party will between them hold more than 50 per cent. of the Company’s voting share capital. Consequently, for as long as they continue to be treated as acting in concert they will normally be entitled to increase their aggregate holding in the Company without incurring any obligation under Rule 9 to make a mandatory offer to the other shareholders although individual members of the Concert Party will not be able to increase their percentage shareholding through or between a Rule 9 threshold without Panel consent.
The Concert Party members’ shareholdings in the Company prior to and immediately following the Placing and their respective participations in the Placing are set out in the table below.
| Prior to the Placing | Placing | Immediately following the Placing | |||||||
| Number of Ordinary Shares | % of the Existing Ordinary Share Capital | Number of New Shares subscribed for | Number of Ordinary Shares | % of the Enlarged Ordinary Share Capital | Number of Options held | Maximum potential shareholding | % of the Enlarged Ordinary Share Capital | ||
| Zoragen Biotechnologies LLP | 29,373,230 | 15.6% | – | 29,373,230 | 12.9% | – | 29,373,230 | 11.7% | |
| Animatrix Capital LLP | 21,858,754 | 11.6% | – | 21,858,754 | 9.6% | – | 21,858,754 | 8.7% | |
| Loxbridge Research LLP | 12,425,510 | 6.6% | – | 12,425,510 | 5.4% | – | 12,425,510 | 4.9% | |
| Rupert Lywood | 19,644,140 | 10.4% | – | 19,644,140 | 8.6% | – | 19,644,140 | 7.8% | |
| Stuart Lawson | – | – | – | – | – | – | – | – | |
| Charles Roberts | 6,339,546 | 3.4% | – | 6,339,546 | 2.8% | – | 6,339,546 | 2.5% | |
| David Evans | 3,540,636 | 1.9% | – | 3,540,636 | 1.6% | – | 3,540,636 | 1.4% | |
| Stephen Little | 2,272,727 | 1.2% | 500,000 | 2,772,727 | 1.2% | 10,555,984 | 13,328,711 | 5.3% | |
| Peter Collins | 2,272,727 | 1.2% | 1,250,000 | 3,522,727 | 1.5% | 5,638,174 | 9,160,901 | 3.6% | |
| William Denman | – | – | 250,000 | 250,000 | 0.1% | 2,654,989 | 2,904,989 | 1.2% | |
| Michael Risley | – | – | 15,000 | 15,000 | 0.0% | 2,654,989 | 2,669,989 | 1.1% | |
| Rachel Shelmerdine | – | – | 15,000 | 15,000 | 0.0% | 1,055,598 | 1,055,598 | 0.4% | |
| NWF | 4,545,455 | 2.4% | – | 4,545,455 | 2.0% | – | 4,545,455 | 1.8% | |
| Adam Reynolds | 2,301,137 | 1.2% | 500,000 | 2,801,137 | 1.2% | 591,666 | 3,392,803 | 1.4% | |
| Total | 104,573,862 | 55.6% | 2,515,000 | 107,103,862 | 46.9% | 23,151,400 | 130,255,262 | 51.8% | |
Cairn Financial Advisers LLP (“Cairn“) is acting as Nominated Adviser in respect of the Placing.
Panmure Gordon (UK) Limited (“Panmure Gordon“) is acting as Broker in respect of the Placing.
For more information, please contact:
Premaitha Health plc
Dr Stephen Little, Chief Executive Officer
Joanne Cross, Head of Marketing
Tel: +44 (0) 161 667 6865
+44 (0) 7736 843052
Email: investors@premaitha.com
Cairn Financial Advisers LLP (NOMAD)
Liam Murray / Avi Robinson
Tel: +44 (0) 20 7148 7900
Panmure Gordon (UK) Limited (Broker)
Robert Naylor / Erik Anderson / Maisie Rose Atkinson
Tel: +44 (0) 20 7886 2500
Instinctif Partners (Media)
Melanie Toyne Sewell / Jayne Crook / Emma Barlow
Tel: +44 (0) 207 457 2020
Email: premaitha@instinctif.com
About Premaitha Health plc
Premaitha Health (AIM: NIPT) is an innovative molecular diagnostics company that has developed and launched the IONA® prenatal screening test to take advantage of an emerging multi-billion dollar market. Premaitha’s flagship product, the IONA® test, is the first CE marked product for NIPT.
The IONA® test estimates the risk of a fetus having Down’s syndrome or other serious genetic diseases. The IONA® test has a higher detection rate and lower false positive rate than existing non-NIPT screening tests, giving pregnant women, their families and their doctors greater confidence in the result and reducing the need for unnecessary invasive follow-up tests and the associated anxiety and stress.
The IONA® test is a complete diagnostic product that is simple and standardised, enabling Premaitha’s clinical laboratory customers to perform the test in their own facilities. This supports Premaitha’s strategy of accelerating the broad dissemination of NIPT tests to ensure that their benefits are available to pregnant women everywhere.
Premaitha is listed on the AIM market of the London Stock Exchange. Premaitha is ISO 13485 certified and its R&D, manufacturing and commercial operation is located at Manchester Science Park, UK.
For further information please visit www.premaitha.com or email iona@premaitha.com.
