4basebio Plc - Update re Equity Issuance, Secondary Sale and the board
PR Newswire
LONDON, United Kingdom, September 09
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation No. 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA") and as it may be modified from time to time by or under domestic law including, but not limited to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.
9 September 2024
Update re Equity Issuance, Secondary Sale and the board
September 9, 2024 - 4basebio PLC (AIM: 4BB) ("4basebio" or the "Company"), which develops and commercialises the large scale manufacture of synthetic DNA as well as nanoparticle delivery solutions, today announces further details in relation to the investment by (i) Fort Aggregator LP, acting by its general partner, Elevage Medical Technologies ("Elevage"), a Patient Square Capital platform and (ii) Prudential Assurance Company Limited acting by its investment manager M&G Investment Management Limited ("M&G"), initially announced on 29 July 2024. The investment is for a combined amount of £40.0 million in the Company through an issuance (the "Issuance") of ordinary shares of €1 each ("Ordinary Shares") at an issue price of 1,500 pence per Ordinary Share (the "Issue Price") and the purchase of Ordinary Shares from entities belonging to the Deutsche Balaton Group and certain management and directors of the Company ("Sale Shares"), at a purchase price per Sale Share equal to the Issue Price for an aggregate purchase price of approximately £29.4 million (the "Secondary Sale") (the "Transaction").
Equity Issuance
As previously disclosed, the 2,666,667 new Ordinary Shares to be issued pursuant to the Issuance (the "Issuance Shares") will represent approximately 20.8 per cent. of the existing issued ordinary share capital of the Company and 17.2 per cent. of the enlarged issued ordinary share capital of the Company following completion of the Issuance (on the basis of the Company's issued share capital as at the date of this announcement).
Secondary Sale
Pursuant to the Secondary Sale, Elevage and M&G have between them now agreed to purchase 1,961,074 Sale Shares at a purchase price per Sale Share equal to the Issue Price. As a result of the Issuance and the Secondary Sale, at completion Elevage and M&G will together hold 4,627,741 Ordinary Shares representing 29.9% of the Company's issued Ordinary Shares following the Issuance.
The vendors of the Ordinary Shares and their resultant holdings on completion of the Secondary Sale are as follows:
Name | Current holding
| Percentage holding of existing share capital | Shares sold | Resultant holding | Percentage holding of enlarged share capital |
Heikki Lanckriet Director | 1,418,994 | 11.08% | 315,706 | 1,103,288 | 7.13% |
David Roth Director | 457,708 | 3.57% | 101,834 | 355,874 | 2.30% |
Dr Amy Walker Director | 51,506 | 0.40% | 11,459 | 40,047 | 0.26% |
Joseph Fernández * Director | 431,112 | 3.37% | 95,916 | 335,196 | 2.17% |
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2invest AG | 3,665,242 | 28.61% | 1,436,159 | 2,229,083 | 14.40% |
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* The majority of the shareholding of Joseph Fernández is held by Fernández family trusts.
Final documentation and board update
The final documentation referred to in the announcement of 29 July 2024 has now been entered into and the Issuance remains interconditional with the Secondary Sale. The Issuance and the Secondary Sale are conditional on clearance under the National Security and Investment Act 2021 and receipt of such clearance is expected later in 2024. In addition, on 7 September 2024, the Company entered into a new relationship agreement with Elevage, M&G, 2Invest AG (on behalf of the Deutsche Balaton Group) and Cairn Financial Advisers LLP and a deed of termination in respect of its existing relationship agreement, which was entered into at the time of its admission to AIM, both with effect from admission of the Issuance Shares to trading on AIM ("Admission").
The terms of the new Relationship Agreement, amongst other matters, set out certain board appointment rights in favour of (i) Elevage and M&G and (ii) 2Invest (acting on behalf of the Deutsche Balaton Group), conditional upon Admission. However, John Marotta has recently assumed the role of CEO of another company and therefore will not be joining the board.
As 2Invest AG, together with other members of the Deutsche Balaton Group, are significant shareholders of the Company and as 2Invest AG is a party to the deed of termination and the new relationship agreement, entering into these agreements (the "RP Transaction") constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors of the Company, having consulted with the Company's Nominated Adviser, Cairn Financial Advisers LLP, consider the terms of the RP Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
The Issuance Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.
Enquiries
4basebio PLC Heikki Lanckriet
| +44 (0)1223 967 943 |
Elevage Medical Technologies Doug Allen (Dukas Linden Public Relations)
| +1 (646) 722 6530 |
Sole Placement Agent RBC Capital Markets Rupert Walford / Max Avison / Kathryn Deegan
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+44 (0)20 7653 4000 |
Nominated Adviser Cairn Financial Advisers LLP Jo Turner / Sandy Jamieson
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+44 (0)20 7213 0880 |
Broker Cavendish Capital Markets Limited Geoff Nash / Charlie Beeson / Nigel Birks |
+44 (0)20 7220 0500 |
Notes to Editors
About 4basebio
4basebio (AIM: 4BB) is an innovation driven life biotechnology company focused on accelerating the development of advanced therapy medicinal products (ATMPs) through its high-performance synthetic DNA products and non-viral, cell targeting nucleic acid delivery platform. The Company's objective is to become a market leader in the manufacture and supply of high-quality synthetic DNA products for research, therapeutic and pharmacological use as well as development of target specific non-viral vectors for the efficient delivery of payloads in patients.
About Elevage Medical Technologies
Elevage Medical Technologies is a platform established by Patient Square Capital and is dedicated to supporting medical technology companies that can meaningfully improve health outcomes and quality of life for patients. Elevage provides capital along with deep technical, regulatory, and operational expertise to companies ranging from advanced clinical development to commercial acceleration stage. Elevage supports rapidly growing, highly differentiated companies with paradigm shifting technologies and strives to help build industry leading medical technologies. To learn more about Elevage, please visit www.elevagemedical.com.
About M&G Investments
The capital for this deal has been provided by M&G's Crossover strategy (Crossover) on behalf of the £129 billion Prudential With Profits Fund. Crossover is a global strategy led by M&G's public equity investment division which provides patient growth equity to high-quality, fast-growing companies.
M&G Investments is part of M&G plc, a savings and investment business which was formed in 2017 through the merger of Prudential plc's UK and Europe savings and insurance operation and M&G, its wholly owned international investment manager. M&G plc listed as an independent company on the London Stock Exchange in October 2019 and has £343.5 billion of assets under management (as at 31 December 2023). M&G plc has customers in the UK, Europe, the Americas and Asia, including individual savers and investors, life insurance policy holders and pension scheme members. For nearly nine decades M&G Investments has been helping its customers to prosper by putting investments to work, which in turn creates jobs, homes and vital infrastructure in the real economy. Its investment solutions span equities, fixed income, multi asset, cash, private debt, infrastructure and real estate.
M&G recognises the importance of responsible investing and is a signatory to the United Nations Principles for Responsible Investment (UNPRI) and is a member of the Climate Bonds Initiative Partners Programme. M&G plc has committed to achieve net zero carbon emissions on its total book of assets under management and administration by 2050 and committed to reduce operational carbon emissions as a corporate entity to net zero by 2030. For more information, please visit: https://global.mandg.com/.
Forward-looking statements
This Announcement may contain certain statements about the future outlook for 4basebio. Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
Additional information
RBC is acting as sole placement agent to the Company in connection with the Transaction and will not regard any other person as a client in relation to the Transaction. RBC will not be responsible to any other person for providing the protections afforded to its clients or for advising any person in relation to the Transaction or any arrangement referred to in this document.
This Announcement is made for information purposes only and does not constitute an offer to sell or issue or solicitation to buy, subscribe for or otherwise acquire shares in 4basebio PLC in any jurisdiction in which any such offer or solicitation would be unlawful.
The securities discussed herein are not and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, unless registered under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States and the Company does not currently intend to register any securities under the Securities Act.
