Proposed Acquisition and Temporary Suspension

Bay Capital PLC

20 October 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

20 October 2026

BAY CAPITAL PLC

Proposed Acquisition of Plenty Biologics and Temporary Suspension of Listing

Bay Capital Plc (LSE: BAY, LEI: 213800F59868OZQU6E56, "Bay Capital" or the "Company"), the Main Market listed acquisition company whose ordinary shares are in the equity shares (shell companies) listing category, is pleased to announce that it has entered into heads of terms ("Heads of Terms") to acquire the entire issued and to be issued share capital of Plenty Biologics Limited ("Plenty Biologics") (the "Proposed Acquisition").

Transaction Highlights

	Proposed acquisition of an asset-centric, virtual developer of biologic medicines, currently focused on biosimilars and, in particular, biosimilar monoclonal antibodies
	Facilitates access to an estimated US$234 billion market opportunity over the next several years to 2034 as biologics come off patent and regulatory tailwinds support capital efficient development of highly similar versions of approved biologic medicines without the risk of novel drug discovery
	Business benefits from established partnerships with leading development partners including Alloy Therapeutics, Wheeler Bio, Spannerwerks and Vantage
	Plenty Biologics valued at £40 million on a debt free basis, with consideration all settled through the issuance of 266.7 million new Bay Capital shares at 15 pence per ordinary share ("Consideration Shares"), valuing Bay Capital's existing issued share capital at £10.5 million
	Bay Capital to concurrently raise in the region of £5 million of incremental growth capital through a placing ("Placing") to facilitate the enlarged group's growth plan, augmenting existing Company and Plenty Biologics' cash resources

David Williams, Non-Executive Chairman of the Company commented:

“We are thrilled to have agreed heads of terms with Jake, Ally and the wider Plenty Biologics team on their partnership with Bay Capital.  We believe the market opportunity for biosimilars is considerable, and with Plenty Biologics, we have domain expertise ideally positioned to grow a substantial portfolio of biosimilar IP rights in a capital efficient way, leading to multiple licensing opportunities without the risk of novel drug development.

“As an early investor in Plenty Biologics, I have had the benefit of seeing firsthand the development work undertaken by the team and the tremendous value opportunity that Jake and Ally have created to date.  We consider it rare that such innovative, high growth companies are coming to London but the highly differentiated approach that Plenty Biologics offers, allied to its international commercial partnerships and the institutional and global capital support for the strategy, means this could provide a compelling opportunity for the enlarged group’s shareholders as a whole.

“Biosimilars are little known outside of the specialist pharma industry, however their significance will soon be appreciated by a wider audience as their potential becomes evident.”

Jake Schofield, Chief Executive Officer and Co-Founder of Plenty Biologics commented:

“I am delighted for Plenty Biologics and our partners to reach this interim milestone in the company’s development.  Biologics are where modern medicine has made its biggest gains in cancer, autoimmune disease and diabetes, yet they reach only a small proportion of the world’s population.  By scaling Plenty Biologics through proven mechanisms and established manufacturing routes, we can reduce the cost of proven, highly effective therapeutics, making these medicines available to patients that would otherwise not have access.

“Partnering with Bay Capital and listing in London gives us an ideal opportunity from which we can grow a highly repeatable industrialised IP platform, generating returns for shareholders not based on biology risk but on executing our plan based on already approved drugs.”

Background to Plenty Biologics

Plenty Biologics is a biosimilars development company focused on capital efficient biosimilars development. Plenty Biologics aims to develop biosimilar versions of off-patent biologic drugs, retain the IP from those drugs and licence them into territories that currently cannot access these therapeutics. 

Over the next several years to 2034, it is estimated that 118 biologics with US$234 billion of pre-expiry US sales are losing patent protection, creating a substantial opportunity for biosimilars.  Since 2025, there has been a clear trend towards a more favourable regulatory environment for biosimilars development, with both the Food and Drug Administration ("FDA") and European Medicines Agency moving towards regulatory frameworks that would make it quicker and cheaper to develop biosimilar monoclonal antibody drugs.  This includes draft FDA guidance proposing a reduced role for comparative efficacy studies, an expanded scope for the FDA to accept foreign clinical data, and a greater reliance on pre-clinical data as opposed to clinical data to evidence biosimilarity, in each case subject to adequate scientific justification.  More recently, further market tailwinds have benefited the sector as a result of sovereign nations seeking to reduce their reliance on imported therapeutics, as it is estimated that a majority of countries do not produce their own biologics.

Plenty Biologics is currently pre-revenue and is focused on the development of its first immunology monoclonal antibody programme, which is currently underway.  Plenty Biologics' has a strategic and commercial partnership with VC-backed Alloy Therapeutics ("Alloy"), where it has partnered on biological development, as well as giving the company access to the wider Alloy ecosystem.  Alloy is a US based company that is building the world’s first fully integrated product development organisation, and through access to it ecosystem, has enabled Plenty Biologics to partner with portfolio companies including Wheeler Bio for chemistry, manufacturing and controls, and Spannerwerks for product development and launch support.  Outside of Alloy, Plenty Biologics also partners with the sovereign backed clinical trials organisation Vantage, which offers FDA-aligned protocols, 2-3x faster cohort enrolment, at a cost which is typically 70-80 per cent. less than running traditional western clinical trials.  Wheeler Bio and Vantage are investors in Plenty Biologics and will each hold approximately 3.9 per cent. of the fully diluted issued share capital of Plenty Biologics at completion.

David Williams, Non-Executive Chairman of the Company, is an investor in Plenty Biologics and is expected to hold approximately 3.9 per cent. of the fully diluted issued share capital of Plenty Biologics at completion.  He also holds an interest in £290,000 of convertible loan notes issued by Plenty Biologics which are convertible into approximately a further 23,200 shares in Plenty Biologics upon completion of the Proposed Acquisition.

On the basis of the terms of the Heads of Terms, David Williams would receive approximately 16.6 million Consideration Shares, with a value of approximately £2.5 million at 15 pence per ordinary share. As David Williams is considered a related party of the Company, the Proposed Acquisition will constitute a material related party transaction for the purposes of DTR 7.3, as applied to the Company by UKLR 13.3.25R.  In accordance with UKLR 13.3.3R, David Williams has not taken, and will not take, part in the board's consideration of, or vote on, the Proposed Acquisition. The Company will make a further announcement containing the information required by DTR 7.3.8R(1) no later than when the terms of the Proposed Acquisition are agreed.  

Heads of Terms

Under the Heads of Terms, Plenty Biologics is being acquired for £40 million on a debt free basis (but including any cash in the business at the time of completion).  It is proposed that the total consideration for the acquisition shall be settled 100 per cent. through the issuance of new ordinary shares of the Company at 15 pence per ordinary share. The Consideration Shares held by the principal sellers are expected to be subject to a twelve month lock-up following completion, followed by a further twelve month orderly market period.

On completion, it is proposed that (subject to appropriate approvals) Jake Schofield (Chief Executive Officer of Plenty Biologics) and Alasdair Thong (Chief Operating Officer and President R&D of Plenty Biologics) will be appointed to the board of the Company, and that one or more additional independent Non-Executive Directors will be appointed.  It is also proposed that David Williams and Tony Morris will continue their respective appointments as Non-Executive Chairman and Non-Executive Director.

The Heads of Terms are non-binding, and subject to contract, save for certain provisions, including exclusivity, confidentiality, costs and governing law. Under the exclusivity provisions, the sellers have undertaken not to solicit or engage in discussions with third parties in relation to an alternative transaction for a period of 150 days from signing of the Heads of Terms, subject to earlier termination in certain circumstances.

It is anticipated that concurrently with the Proposed Acquisition, the Company will conduct a Placing in order to raise in the region of £5 million of incremental growth capital to facilitate the enlarged group's growth plan, alongside existing Bay Capital and Plenty Biologics cash resources.

Tony Morris, Non-Executive Director of the Company, considers that the Proposed Acquisition, if completed on the terms set out in the Heads of Terms, would be in the best interests of the Company’s shareholders as a whole. The Company is required to complete an initial transaction by 30 July 2027 in accordance with its articles of association and UKLR 13.2.1R, subject to any extension permitted under the Company's articles.

Temporary Suspension of Listing

The Proposed Acquisition would be classified as an initial transaction in accordance with the FCA's UK Listing Rules (UKLR 13.4.2R(1)). Accordingly, the Company has requested the suspension of the listing of its ordinary shares on the Official List and of trading on the Main Market of the London Stock Exchange. Trading in the Company’s ordinary shares (ticker: BAY) was suspended at 7.30 a.m. today, 20 October 2026.

On completion of the Proposed Acquisition, the Company’s listing in the equity shares (shell companies) category is expected to be cancelled, and application by the Company will be made to have its enlarged ordinary share capital admitted to the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange (“Readmission”). Readmission will require the publication of an FCA-approved prospectus and the enlarged group satisfying the applicable eligibility requirements.

The parties intend to proceed as quickly as possible with the Proposed Acquisition; however, there can be no certainty that the Proposed Acquisition will be successfully completed.  If the Proposed Acquisition does not complete for any reason, the Company will contact the FCA and it is expected that the suspension of the Company's listing will be lifted, subject to FCA approval, and trading in the Company's shares will recommence.

The Proposed Acquisition is conditional upon, among other things, satisfactory completion of due diligence, entry into definitive agreements, receipt of required regulatory approvals (including FCA approval of a prospectus), any required shareholder approval of both the Company and Plenty Biologics, approval by the Company's shareholders of the Proposed Acquisition and the issue of the Consideration Shares, any required approvals by the Panel on Takeovers and Mergers, the successful completion of the Placing and Readmission. There can be no certainty that these conditions will be satisfied or that the Proposed Acquisition will complete on the terms described in this announcement, or at all. The Company will make a further announcement in accordance with UKLR 13.4.22R upon entry into definitive agreements, and further announcements in due course, as appropriate.

Inside Information

This announcement contains inside information for the purposes of the UK Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR") and is made in accordance with the Company's obligations under article 17 of UK MAR. The person responsible for arranging the release of this announcement on behalf of Bay Capital is Tony Morris, Non-Executive Director of Bay Capital.

Enquiries:

Bay Capital Plc	David Williams, Non-Executive Chairman Tony Morris, Non-Executive Director	c/o Tessera Investment Management Limited
Tessera Investment Management Limited (Strategic Advisor to Bay Capital)	Tony Morris Katie Long James Strang	Tel: [phone]
Strand Hanson Limited (Sponsor to Bay Capital)	Ritchie Balmer Rory Murphy Abigail Wennington	Tel: [phone]

Important Notices

This announcement includes forward looking statements concerning the Company. Forward looking statements are based on current expectations and projections about future events. These forward looking statements are subject to risks, uncertainties and assumptions about the Company. Actual results may differ materially from those expressed or implied by such forward looking statements. The Company undertakes no obligation to update publicly or revise any forward looking statements, whether as a result of new information, future events or otherwise, save to the extent required by applicable laws and regulations.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities, nor shall it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever.

This announcement is not a prospectus. A prospectus is expected to be published by the Company in due course in connection with the Proposed Acquisition and Readmission.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Sponsor to the Company in connection with the Proposed Acquisition and Readmission. Strand Hanson Limited is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Proposed Acquisition, Readmission or any other matter referred to in this announcement.

 

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