TIDMVRCI
RNS Number : 7857A
Verici Dx PLC
24 January 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
Verici Dx plc
("Verici" or the "Company")
Close of Accelerated Bookbuild
Verici Dx plc (AIM: VRCI), a developer of advanced clinical
diagnostics for organ transplant, is pleased to announce that,
further to the announcement made at 7.00 a.m. today, the Placing
has now closed and the Bookbuild has been successfully
concluded.
Participants in the Placing will be contacted by Singer Capital
Markets as soon as practicable later today to confirm their
allocations once finalised. A further announcement will be made in
due course confirming details of the Fundraising.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcement made by the Company at 7.00 a.m. today to announce the
launch of the Fundraising (RNS Number: 6987A).
Enquiries:
Verici Dx www.v ericidx .com
Sara Barrington, CEO Via IR-Connect
Julian Baines, Chairman
Singer Capital Markets (Nominated Tel: 020 7496 3000
Adviser & Broker)
Aubrey Powell / Sam Butcher / Jalini
Kalaravy
IR-Connect www.ir-connect.co.uk
Lorraine Rees investors@vericidx.com
About Verici Dx plc www.vericidx.com
Verici is a developer of a complementary suite of leading-edge
tests forming a kidney transplant platform for personalised patient
and organ response risk to assist clinicians in medical management
for improved patient outcomes. The underlying technology is based
upon artificial intelligence assisted transcriptomic analysis to
provide RNA signatures focused upon the immune response and other
biological pathway signals critical for transplant prognosis of
risk of injury, rejection and graft failure from pre-transplant to
late stage. The Company also has a mission to accelerate the pace
of innovation by research using the fully characterised data from
the underlying technology, including through collaboration with
medical device, biopharmaceutical and data science partners.
The foundational research was driven by a deep understanding of
cell-mediated immunity and is enabled by access to expertly curated
collaborative studies in highly informative cohorts in kidney
transplant.
IMPORTANT NOTICES
This Announcement, or any copy of it, and information contained
within it, is restricted and is not for publication, release,
transmission, distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States (other than
pursuant to certain limited exemptions described below), Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (or to any persons in any of those jurisdictions). This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States (including its territories and
possessions, any state of the United States and the District of
Columbia) subject to the limited exceptions described below, or
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction (or to any persons in any of those
jurisdictions) or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction. This Announcement has not been approved by
the London Stock Exchange, nor is it intended that it will be so
approved. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act 1933, as amended (the "US Securities
Act") or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or any other jurisdiction of the United States. Accordingly,
the Placing Shares will be offered and sold only outside of the
United States in "offshore transactions" (as such term is defined
in Regulation S under the US Securities Act) pursuant to Regulation
S and otherwise in accordance with applicable laws. No public
offering of securities is being made in the United States. The
Placing has not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Placing Shares. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan or
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan or the Republic of South Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the EU Prospectus
Regulation or the UK Prospectus Regulation.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the EU Prospectus
Regulation or UK Prospectus Regulation) to be published. Members of
the public are not eligible to take part in the Placing. This
Announcement is for information purposes only and (unless otherwise
agreed by Singer Capital Markets) is directed at and is only being
distributed to: (a) persons in member states of the EEA who are
qualified investors within the meaning of Article 2(e) of the EU
Prospectus Regulation ("EEA Qualified Investors"); (b) persons in
the United Kingdom, who are qualified investors, being persons
falling within the meaning of Article 2(e) of the UK Prospectus
Regulation, and who (i) have professional experience in matters
relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may
otherwise lawfully be communicated, (each such persons in (a), (b)
and (c) together being referred to as "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement relates is available
only to, and will be engaged in only with, Relevant Persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Singer Capital Markets, or by any of their respective
partners, directors, officers, employees, advisers, consultants or
affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA is acting solely for the Company and
no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Singer Capital Markets
is not responsible to anyone, other than the Company, for providing
the protections afforded to clients of Singer Capital Markets or
for providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and
will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone, other than
the Company, for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.
None of the information in this Announcement has been
independently verified or approved by Singer Capital Markets or any
of their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities
or liabilities, if any, imposed on Singer Capital Markets by FSMA
or by the regulatory regime established under it, no responsibility
or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Singer Capital Markets or any of its
partners, directors, officers, employees, advisers, consultants or
affiliates whatsoever for the contents of the information contained
in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or
for any other statement made or purported to be made by or on
behalf of Singer Capital Markets or any of its partners, directors,
officers, employees, advisers, consultants or affiliates in
connection with the Company, the Placing Shares or the Placing or
for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Singer Capital Markets and its partners, directors,
officers, employees, advisers, consultants and affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise in
respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by Singer Capital Markets or any of its partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Singer Capital Markets or
any of their respective affiliates or any person acting on its or
their behalf that would permit an offering of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Singer Capital Markets to inform themselves about, and
to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
In connection with the Placing, Singer Capital Markets and any
of its affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts or otherwise deal for their own account
in such shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Singer Capital
Markets and any of its affiliates acting in such capacity. In
addition, Singer Capital Markets and any of its affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of
shares. Singer Capital Markets does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "would", "likely",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company. There are a number of factors that could
cause actual results or developments to differ materially from
those expressed or implied by these forward-looking statements and
forecasts. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward-looking statements
reflect the Company's judgment at the date of this Announcement and
are not intended to give any assurance as to future results and the
Company cautions that its actual results of operations and
financial condition, and the development of the industry in which
it operates, may differ materially from those made in or suggested
by the forward-looking statements contained in this Announcement or
made verbally by the Company and/or information incorporated by
reference into this Announcement. The information contained in this
Announcement is subject to change without notice and except as
required by applicable law or regulation, the Company, its
directors, Singer Capital Markets, their respective affiliates and
any person acting on its or their behalf each expressly disclaims
any obligation or undertaking to publish any updates, supplements
or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based, except where
required to do so under applicable law or regulation or by the FCA
or the London Stock Exchange.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of Publicly Available Information, which
has not been independently verified by Singer Capital Markets. This
Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities. Recipients of
this Announcement who are considering acquiring Placing Shares
pursuant to the Placing are reminded that they should conduct their
own investigation, evaluation and analysis of the business, data
and property described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a
guide to future performance, and investors may not get back the
full amount invested upon the disposal of such securities. The
contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or estimate or be relied upon as a guide to future
performance, and no statement in this Announcement should be
interpreted to mean that earnings per share or income, cash flow
from operations or free cash flow for the Company for the current
or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. Neither the content of the Company's website (or any
other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Information to Distributors
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Singer Capital Markets or
any of its affiliates that would permit an offering of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company and Singer Capital Markets to inform themselves
about, and to observe, such restrictions.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Rules"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any 'manufacturer' (for the
purposes of the UK Product Governance Rules) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraphs
3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Singer Capital Markets will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
FURSEIFSLELSEDF
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