Placing to raise £2.0 million
4 July 2025
Aptamer Group plc
("Aptamer", the "Company" or the "Group")
Placing to raise £2.0 million
Aptamer Group plc (AIM: APTA), the leading developer of next-generation synthetic binders delivering innovation to the life science industry, announces that it has raised £2.0 million (before expenses) by way of a placing (the "Placing") of ordinary shares of 0.1p each ("Ordinary Shares") to new and existing shareholders at 0.3p per share (the "Issue Price").
The Placing comprises:
· a firm placing of 400,419,909 new Ordinary Shares (the "Firm Placing Shares") at the Issue Price, which is not conditional on shareholder approval to raise approximately £1.2 million (before expenses) (the "Firm Placing"); and
· a conditional placing of 266,246,757 new Ordinary Shares (the "Conditional Placing Shares") at the Issue Price to raise approximately £0.8 million (before expenses) (the "Conditional Placing Shares"), which will require Shareholder approval at the General Meeting.
The Issue Price represents a discount of approximately 21.1 per cent to the closing price per Ordinary Share of 0.38 pence at close of business on 3 July 2025, being the last practicable date prior to the announcement of the Placing. The new Ordinary Shares will represent approximately 25.1 per cent of the Enlarged Issued Share Capital.
First Admission of the Firm Placing Shares is expected to become effective, and dealings are expected to commence at 8.00 a.m. on or around 9 July 2025.
Subject to the passing of the resolutions ("Resolutions") at the General Meeting, Second Admission of the Conditional Placing Shares is expected to become effective, and dealings are expected to commence at 8.00 a.m. on or around 28 July 2025.
SPARK Advisory Partners Limited has acted as Nominated and Financial Adviser and Turner Pope Investments (TPI) Ltd has acted as Placing Agent in relation to the Placing.
Background to and Reasons for the Placing
Aptamer is a leading innovator in the development of Optimer® binder technology, a proprietary platform designed to deliver high-affinity, high-specificity binding solutions for applications across the life sciences and other industries. The Company is a globally recognised leader in aptamer technology, which it believes has the potential to capture a significant share of the approximately US$210 billion affinity ligand market. The Company's business model is structured to generate dual revenue streams: recurring fee-for-service income from the development of Optimer binders and high-value licensing revenue through upfront payments, milestones, and royalties.
In the financial year ended 30 June 2025, the Company has demonstrated strong commercial progress. It has successfully converted a robust pipeline of fee-for-service contracts, resulting in increased revenues in the first half of the year and securing multiple new contracts, including repeat engagements, in the second half. Additionally, the Company has advanced its intellectual property portfolio, expanding its assets from four to ten. Several of these assets have progressed towards licensing, notably a swine vaccine and an Alzheimer's diagnostic, both of which are advancing to licensing agreements.
The Company has also garnered significant interest in its enzyme inhibitor, which has demonstrated strong performance. Progress towards licensing this asset continues, with heads of terms already agreed with a key supplier. The Company anticipates near-term royalty and supply-based revenues from this asset, aligning with its strategy to generate passive income alongside its fee-for-service revenue.
Furthermore, the Company has made significant strides in the development of its proprietary Optimer® delivery platform. A recent milestone includes the successful identification and validation of a novel molecular target for targeted gene therapy delivery to specific liver cells responsible for scarring. This breakthrough enhances the commercial potential of the platform, positioning the Company for strategic licensing discussions with global pharmaceutical partners.
The proposed Placing will enable the Company to accelerate the commercialisation of its Optimer® technology, further develop its intellectual property portfolio, and advance its licensing pipeline. The additional capital will support ongoing research and development, expand fee-for-service capabilities, and strengthen the Company's position as a leader in the global aptamer market, driving long-term value creation for shareholders.
Use of Proceeds
The net proceeds will be allocated across the following areas:
Asset Licensing Negotiations
The Placing significantly strengthens Aptamer Group's balance sheet, substantially enhancing credibility and supporting due diligence in ongoing commercial licensing discussions for proprietary assets. This financial stability will bolster confidence with prospective partners, many of whom require demonstration of a significant current cash balance as a potential manufacturing supplier. Aptamer has continued to employ tight cost discipline and is looking to minimise any increase in its cost base. This, combined with increased commercial traction throughout the last 12 months versus the prior 12 months gives the management team confidence that it has sufficient cash runway through to 2027.
Manufacturing Investment
To support current and future material supply for licensable assets, Aptamer Group is bringing manufacturing in-house. The proceeds will fund essential equipment to ensure high-quality, reliable supply chains, improving margins and simplifying partner logistics. This also maintains full control over the production and supply of patented and patentable raw materials for third party usage.
New Service offering Launch - Biomarker Discovery
Aptamer Group will be offering an end-to-end service in biomarker identification, for as yet unknown targets in areas of unmet medical need. Aptamer Group has recently demonstrated an ability to perform this task in the identification of a liver fibrosis target, and consequently, this service as a commercial offering has generated enormous interest during external business development communications. Aptamer will invest in servicing existing equipment fundamental to this service, which will allow proprietary cell separation technology to be included in the offering.
AI and Machine Learning Development
Leveraging what we believe to be one of the industry's largest proprietary validated aptamer sequence databases, Aptamer will develop in-house expertise in machine learning models to analyse vast quantities of protein: RNA interaction data. This will enable the development of candidates against a variety of targets, including those that have been previously considered 'undruggable' with traditional small molecule and antibody approaches, such as RNA binding proteins (RBPs). These data will be used to create advanced models using a decade of protein: RNA next generation sequencing and biophysical data to uncover important insights into how to better predict optimal sequences for discovery of drug candidates and molecular tools against customer-specific targets. This investment will enhance Aptamer Group's competitive edge in the marketplace and open up new areas of opportunity.
Liver Fibrosis Program - siRNA Delivery Validation
Building on the milestone announced in on 30 June 2025 ("Aptamer Group plc - Liver Fibrosis Breakthrough with Optimer® Platform"), in which Aptamer identified a novel molecular target for its Optimer® platform to deliver siRNA to hepatic stellate cells (HSCs) in liver fibrosis, the proceeds will fund animal model studies to validate in vivo efficacy. This work aims to de-risk the platform, which targets a unique protein in scarred livers to reduce scarring, enhancing its value for licensing discussions with global pharmaceutical partners.
Dr Adam Hargreaves, Non-Executive Chairman and Dr Arron Tolley, Chief Executive Officer of Aptamer Group, commented:
"Aptamer Group is advancing as a leader in aptamer technology, leveraging our Optimer® platform to deliver innovative solutions in life sciences. This year, we have secured repeat engagements with Unilever and AstraZeneca, increased H1 2025 revenues, and expanded our IP portfolio from four to ten assets, with licensing deals imminent.
"Our June 30, 2025 liver fibrosis breakthrough in siRNA delivery has drawn strong industry interest, bolstering our position in the US$210 billion affinity ligand market. This capital raise, from high-net-worth individuals and institutional investors, allows us to fund in-house manufacturing, liver fibrosis studies, launch a biomarker discovery service, explore AI-driven aptamer development, and strengthen licensing negotiations.
"With a lean cost base and robust pipeline, the Board believes the Company is poised to convert collaborations into revenue and lead globally. We would like to thank our existing and incoming shareholders for their support."
Details of the Placing
The Company has conditionally raised a total of £2.0 million (before expenses) through the Firm Placing and the Conditional Placing at 0.3p per share.
The Company intends to issue up to 666,666,666 new Ordinary Shares pursuant to the Placing, representing in aggregate, approximately 25.1 per cent of the existing Ordinary Shares, comprising:
· a total of 400,419,909 new Ordinary Shares placed by Turner Pope pursuant to the Firm Placing as agent of the Company at the Issue Price, raising gross proceeds of approximately £1.2 million (before expenses); and
· a total of 266,246,757 new Ordinary Shares conditionally placed by Turner Pope pursuant to the Conditional Placing as agent of the Company at the Issue Price, raising gross proceeds of approximately £0.8 million (before expenses); and
The Issue Price reflects a 21.1 per cent discount to the closing price of 0.38p per Ordinary Share on 3 July 2025, the last practicable date before this announcement. The new Ordinary Shares represent approximately 25.1 per cent of the enlarged issued share capital.
Adam Hargreaves, a Director of the Company, has agreed to participate in the Placing by participating in the Placing in aggregate in the amount of £100,000 (further details are set out below).
The Firm Placing and Conditional Placing are not being underwritten.
Details of the Firm Placing
Pursuant to the Firm Placing, the Company has raised approximately £1.2 million (before expenses). The Firm Placing is not conditional on the Resolutions being passed at the General Meeting with the Firm Placing Shares being issued pursuant to the Company's existing share allotment authorities obtained at the last annual general meeting of the Company.
Details of the Conditional Placing
The Company has conditionally raised a total of approximately £0.8 million (before expenses) through the Conditional Placing.
The Conditional Placing is conditional, inter alia, upon:
· the issue of the Firm Placing Shares and First Admission occurring by no later than 9 July 2025 (or such later time and/or date as the Company, Turner Pope and SPARK may agree;
· the passing of the Resolutions at the General Meeting (or any adjournment thereof) by not later than 24 July 2025;
· the Placing Agreement becoming unconditional in all respects (other than in respect of Admission) and not having been terminated in accordance with its terms;
· the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed prior to First Admission or Second Admission, save for any breach which is not, in the opinion of Turner Pope and SPARK (acting in good faith) material in the context of the Placing; and
· Second Admission occurring by not later than 8.00 a.m. on 28 July 2025 (or such later time and/or date as the Company, Turner Pope and SPARK may agree, not being later than 8.00 a.m. on 29 August 2025).
If any of the conditions to the Conditional Placing is not satisfied or waived (where capable of waiver), the Conditional Placing will not proceed, the New Ordinary Shares will not be issued pursuant to the Conditional Placing and any monies received by Turner Pope or the Company in connection with the Conditional Placing (as the case may be) will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter.
The conditional placing of the Conditional Placing Shares at the Issue Price has raised approximately £0.8 million (before expenses).
The Conditional Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.
VCT/EIS status
Neither the Directors nor the Company give any warranty or undertaking that: (i) VCT qualifying status is or will be available; (ii) New Ordinary Shares will be "eligible shares" for the purposes of Part 5 of the Income Tax Act 2007; or (iii) that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in New Ordinary Shares.
If the law regarding the reliefs available to investors in VCTs and/or EIS changes, any qualifying status previously obtained (if any) may be lost or withdrawn.
Investors considering taking advantage of any of the reliefs available to VCTs or under EIS should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). As the rules governing VCT and EIS reliefs are complex and interrelated with other legislation, if any potential investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the UK, they should consult their professional advisers.
Details of the Director participating in the Placing
The following Director has agreed to participate in the Conditional Placing on equivalent terms and conditions and at the same Issue Price as other participants in the Conditional Placing:
|
Director |
Number of shares in the Conditional Placing |
Amount |
Total Number of Shares upon Second Admission |
Percentage of issued share capital upon Second Admission |
|
Dr Adam Hargreaves (Pathcelerate Ltd) |
33,333,333 |
£100,000 |
170,379,305 |
6.41% |
The participation of Dr Adam Hargreaves in the Conditional Placing is regarded as a related party transaction under the AIM Rules. He is participating on the same terms as all other investors.
The independent directors, being all of the Directors other than Dr Adam Hargreaves, consider, having consulted with SPARK as the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
Placing Agreement
Pursuant to the terms of the Placing Agreement, Turner Pope, as agent for the Company, conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement is conditional, amongst other things, on none of the warranties given to Turner Pope and SPARK being or becoming untrue, inaccurate or misleading in any respects on or before Second Admission.
Under the Placing Agreement, the Company has agreed to pay to Turner Pope a fixed sum and/or commissions based on the aggregate value of the Placing, and the costs and expenses incurred in relation to the Placing, and to grant 66,666,666 Broker Warrants to Turner Pope.
The Placing Agreement contains customary warranties given by the Company in favour of Turner Pope and SPARK in relation to, amongst other things, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Turner Pope and SPARK (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Placing.
Turner Pope and SPARK have the right to terminate the Placing Agreement in certain circumstances prior to First Admission or Second Admission (as applicable), in particular, in the event of breach of the warranties, the occurrence of a material adverse change or if the Placing Agreement does not become unconditional.
Rights of the new Ordinary Shares
The new Ordinary Shares will, when issued, be credited as fully paid and will be issued subject to the Articles and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the new Ordinary Shares and will, on issue, be free of all claims, liens, charges and encumbrances.
Broker Warrants
Under the Placing Agreement, 66,666,666 transferable Broker Warrants will be issued to JIM Nominees Limited (on behalf of Turner Pope) as part consideration for its services as placing agent. The warrants are exercisable at the Issue Price for five years following admission and are not admitted to trading on AIM. Transfers must be registered with the Company, and amendments require an extraordinary resolution of warrant holders and Company consent.
Admission, Settlement and Dealings
New Ordinary Shares have been allotted and issued pursuant to the Firm Placing. Application has been made for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). First Admission is expected to occur at 8.00 a.m. on or around 9 July 2025 (or such later time and/or date as Turner Pope and SPARK may agree with the Company, being not later than 8.00 a.m. on 29 August 2025).
It is expected that CREST accounts of the investors in the Firm Placing Shares who hold their Ordinary Shares in CREST will be credited with their New Ordinary Shares on or around 9 July 2025.
In the case of investors in the Firm Placing Shares holding their Ordinary Shares in certificated form, it is expected that certificates will be dispatched the week commencing 7 July 2025. Pending dispatch of the share certificates or the crediting of CREST accounts, the registrar will certify any instruments of transfer against the register.
It is expected that Second Admission will occur and dealings on AIM will commence in the Conditional Placing Shares subject, inter alia, to the passing of the Resolutions at the General Meeting at 8.00 a.m. on or around 24 July 2025 (or such later time and/or date as Turner Pope and SPARK may agree with the Company, being not later than 8.00 a.m. on 29 August 2025).
It is expected that CREST accounts of the investors in the Conditional Placing Shares who hold their Ordinary Shares in CREST will be credited with their new Ordinary Shares on 28 July 2025.
In the case of investors in the Conditional Placing Shares holding their Ordinary Shares in certificated form, it is expected that certificates will be dispatched during the week commencing 28 July 2025. Pending dispatch of the share certificates or the crediting of CREST accounts, the registrar will certify any instruments of transfer against the register.
General Meeting
The Directors do not currently have sufficient authority to allot in full the Conditional Placing Shares pursuant to the Conditional Placing or the Broker Warrants. Accordingly, the Board is seeking the approval of Shareholders of the following at the General Meeting: (i) to allot the Conditional Placing Shares pursuant to the Conditional Placing and the Broker Warrants, and (ii) to allot shares and to disapply pre-emption rights to replace the existing authorities passed at the Company's annual general meeting on 29 November 2024 which are being utilised to issue and allot the Firm Placing Shares.
Further information on the Resolutions to be proposed at the General Meeting will be set out in the Circular.
Total Voting Rights
Immediately following First Admission, the Company will have 2,391,762,925 ordinary shares of £0.001 each in issue.
Immediately following Second Admission the Company will have 2,658,009,682 ordinary shares of £0.001 each in issue.
The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights. Therefore, the figures above represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Rules.
- Ends -
For further information, please contact:
|
Aptamer Group plc Dr Arron Tolley |
+44 (0) 1904 217 404 |
|
SPARK Advisory Partners Limited - Nominated Adviser Andrew Emmott / Jade Bayat |
+44 (0) 20 3368 3550 |
|
Turner Pope Investments (TPI) Ltd - Broker James Pope / Andrew Thacker |
+44 (0) 20 3657 0050 |
|
Northstar Communications Limited - Investor Relations Sarah Hollins |
+44 (0) 113 730 3896 |
Unless otherwise indicated, capitalised terms in this announcement have the meaning given to them in this announcement (including the definitions section included in the Appendix).
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.
About Aptamer Group
Aptamer Group is a leading developer of next-generation synthetic binders delivering innovation to the life sciences industry. The Group develops Optimer® binders, advanced molecules that work like antibodies by attaching to specific targets in the body. These binders are used in medicine, diagnostic tests, and research tools, offering benefits like high stability, reliable performance, and lower costs compared to traditional antibodies.
Aptamer operates a fee-for-service business in the $210 billion market for antibody alternatives, working with all top 10 global pharmaceutical companies. It is also building valuable Optimer® assets with partners, aiming for future licensing revenue.
Founded in 2008, the Group listed on the London Stock Exchange AIM market in December 2021 and is headquartered in York, UK.
To register for news alerts by email go to https://aptamergroup.com/investors/investor-news-email-alerts/
Important Notices
Neither this announcement, nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may also be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of any offer to acquire, purchase or subscribe for, securities of the Company.
The New Ordinary Shares have not been, nor will be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States to, or for the account or benefit of, US person (as that term is defined in Regulation S under the US Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and such other applicable state securities laws. Accordingly, the New Ordinary Shares are being offered hereby only outside the United States in reliance upon Regulation S under the US Securities Act in offshore transactions.
No representation or warranty, express or implied, is made by the Company, SPARK or Turner Pope as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing, First Admission and Second Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued).
Forward-Looking Statements
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, cashflows, synergies, economic performance, indebtedness, financial condition, dividend policy and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, some of which are outside of the Company's influence and/or control.
Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, amongst others, economic and business cycles, competition in the Company's principal markets, acquisitions or disposals of businesses or assets, changes in government and other regulation, changes in political and economic stability and trends in the Company's principal industries. Due to such uncertainties and risks, undue reliance should not be placed on such forward-looking statements, which speak only as of the date of this announcement.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. No statement in this announcement is intended to be a profit estimate or profit forecast. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Neither the Company nor its Directors nor any person acting on its or their behalf expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.
Expected Timetable of Key Events
|
|
All dates 2025 |
|
First Admission of the Firm Placing Shares to trading on AIM and commencement in dealings |
on or around 8.00 a.m. on 9 July |
|
CREST accounts credited in respect of Firm Placing Shares held in uncertificated form |
9 July |
|
Despatch of definitive share certificates for Firm Placing Shares held in certificated form |
Within 10 business days of 9 July |
|
General Meeting |
11.00 a.m. on 24 July |
|
Second Admission and commencement of dealings in the Conditional Placing Shares |
on or around 8.00 a.m. on 28 July |
|
CREST accounts credited in respect of the Conditional Placing Shares |
28 July |
|
Despatch of definitive share certificates for applicable Conditional Placing Shares |
Within 10 business days of 28 July |
Notes:
|
(a) |
If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service. |
|
(b) |
All references to time and dates in this document are to time and dates in London. |
|
(c) |
Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting. |
Key Statistics
|
Number of Existing Ordinary Shares |
1,991,343,016 |
|
Number of new Ordinary shares issued pursuant to the Firm Placing |
400,419,909 |
|
Number of new Ordinary shares issued pursuant to the Conditional Placing |
266,246,757
|
|
Total Number of New Ordinary Shares |
666,666,666 |
|
Aggregate number of Broker Warrants |
66,666,666 |
|
Issue Price |
0.3 pence |
|
Percentage of the Enlarged Share Capital represented by the new Ordinary Shares |
25.1 per cent |
|
Gross proceeds of the Firm Placing |
£1.2 million |
|
Gross proceeds of the Conditional Placing |
£0.8 million |
|
Gross proceeds of the Placing |
£2.0 million |
|
Estimated net proceeds of the Placing |
£1.83 million |
|
Number of Ordinary Shares(1) immediately following Second Admission |
2,658,009,682 |
Notes:
|
(1)
(2) |
This number assumes that all the Firm Placing Shares are allotted and issued at First Admission and all the Conditional Placing Shares are allotted and issued at Second Admission. This calculation also assumes that no further Ordinary Shares are issued under the Company's share schemes or existing issued warrants (or otherwise) between the date of this document and Second Admission. All references in this document to "pounds sterling", "sterling", "£", "pence" or "p" are to the lawful currency of the United Kingdom.
|
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