Response to Speculation, Strategic Review, Update
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AS A RESULT OF THE FORMAL SALE PROCESS, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE
26 July 2023
Aptamer Group plc
("Aptamer Group", "APTA" or the "Company")
Response to speculation and movement in share price and
Strategic review, update on financing discussions, and launch of formal sale process
Aptamer Group (AIM:APTA), the developer of novel Optimer® binds to enable innovation in the life sciences industry, notes the recent media speculation and movement in the share price and provides the following update.
As discussed in the announcement of the Company's interim financial results on 14 March 2023 and subsequent announcements, the Company requires additional funding to enable it to meet its ongoing working capital requirements. The Company's strategy is to build a base of profitable contract research revenue based on its Optimer® technology and to seek higher value licensing opportunities where there are specific diagnostic or therapeutic applications. The Company anticipates reaching a cash positive operating position within 2 years, and will therefore need working capital funding until then or until sufficient material licence fees are generated, if sooner.
As part of a strategic review of funding options being explored, the directors of Aptamer Group (the "Board") have been considering all possible sources of funding, including debt and equity. If successful, any equity fundraising will be at a substantial discount to the current share price and likely involve the return of former directors Arron Tolley and Steve Hull.
In parallel to the seeking of funding, the Company has commenced a review of all options available including a possible sale of the Company and or assets, and has therefore commenced a formal sale process (as referred to in Note 2 on Rule 2.6 of the City Code on Takeovers and Mergers) (the "Formal Sale Process"). The Formal Sale Process will enable the Board and its advisers to conduct an orderly process and engage more widely with potentially interested parties, with a view to maximising the outcome for Aptamer Group's shareholders. It remains possible that, following completion of the Formal Sale Process, the Board will consider that Aptamer Group and its shareholders would be best served by alternative strategic options available to the Company, including by Aptamer Group continuing to trade on AIM.
Formal sale process
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the Formal Sale Process will not be required to be publicly identified as a result of this announcement and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the Formal Sale Process.
The Board has appointed SPARK Advisory Partners Limited ("SPARK") and FRP Advisory Trading Limited ("FRP") as its financial advisers with regards to the Strategic Review, the Formal Sale Process and any offer for the Company that may be forthcoming.
Parties interested in submitting any expression of interest or other proposal relating to any strategic option for the Company, should contact FRP via the contact details given below.
It is currently expected that any party interested in submitting any form of proposal for consideration within the Formal Sale Process will, at the appropriate time, be required to enter into a non-disclosure agreement and standstill arrangement with the Group on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. The Group then intends to provide such interested parties with certain information on its business, following which interested parties shall be invited to submit their proposals to FRP and SPARK. The Company will update the market in due course regarding timings for the Formal Sale Process. The Board reserves the right to alter any aspect of the process as outlined above or to terminate the process at any time and in such cases will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party at any time.
The Company is not currently in receipt of an approach from any potential offeror at the date of this announcement. Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the Formal Sale Process, that any sale, strategic investment or other transaction will be concluded, nor as to the terms on which any offer, strategic investment or other transaction may be made.
Following this announcement, the Company is now considered to be in an 'offer period' as defined in the Code, and the dealing disclosure requirements set out below will apply.
Further announcements will be made in due course.
- ENDS -
For further information, please contact:
|
Aptamer Group plc Dr Rob Quinn
|
+44 (0) 1904 217 404 |
|
SPARK Advisory Partners Limited - Nominated and Financial Adviser Andrew Emmott / Mark Brady / Adam Dawes
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+44 (0) 20 3368 3550 |
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FRP Advisory Trading Limited - Financial Adviser Miles Needham
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+44 (0) 1727 811 111 |
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Liberum Capital Limited - Broker Phil Walker / Richard Lindley / Ben Cryer / Cara Murphy
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+44 (0) 20 3100 2000 |
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Consilium Strategic Communications Matthew Neal / Lucy Featherstone aptamergroup@consilium-comms.com |
+44 (0) 20 3709 5700 |
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 plc
Aptamer develops custom affinity binders through its proprietary Optimer® platform to enable new approaches in therapeutics, diagnostics, and research applications. The Company strives to deliver transformational solutions that meet the needs of life science researchers and developers through the use of its proprietary Optimer platform.
Optimer binders are oligonucleotide affinity ligands that can function as an antibody alternative. The global affinity ligand market is currently worth over $170 billion. Optimer binders are engineered to address many of the issues found with alternative affinity molecules, such as antibodies, and offer new, innovative solutions to bioprocessing, diagnostic and pharmaceutical scientists.
Aptamer has successfully delivered projects for global pharma companies, diagnostic development companies, and research institutes covering a range of targets and applications with the objective of establishing royalty-bearing licenses. Through the unique Optimer technology and processes, scientists and collaborators can make faster, more informed decisions that support discovery and development across the Life Sciences.
Important information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
This announcement (including any information incorporated by reference in this announcement) contains statements about the Company that 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", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.
Important Code notes
There can be no certainty that an offer(s) will be made, nor as to the terms of any offer, and thus whether any offer will be completed.
The person responsible for arranging the release of this announcement on behalf of Aptamer Group plc is Dr Rob Quin.
Inside Information
The information contained within this announcement is deemed by Aptamer Group to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Notice related to financial advisers
SPARK Advisory Partners Limited, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Aptamer Group and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aptamer Group for providing the protections afforded to clients of SPARK Advisory Partners Limited, or for providing advice in relation to the matters referred to in this announcement.
FRP Advisory Trading Limited, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as nominated adviser to Aptamer Group and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aptamer Group for providing the protections afforded to clients of FRP Advisory Trading Limited, or for providing advice in relation to the matters referred to in this announcement.
Liberum Capital Limited, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as nominated adviser to Aptamer Group and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aptamer Group for providing the protections afforded to clients of Liberum Capital Limited, or for providing advice in relation to the matters referred to in this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Aptamer Group confirms that as at the close of business on 26 July 2023 its issued share capital consisted of 69,091,717 ordinary shares of 0.1 pence each. The International Securities Identification Number for Aptamer Group's ordinary shares is GB00BNRRP542.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Aptamer Group's website at https://aptamergroup.com/investors/ by no later than 12 noon (London time) on the first business day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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