REG-4basebio Plc: Update re Equity Issuance, Secondary Sale and the board

4BasebioAnnouncement

09/09/2024 07:15

 

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%                                         
                                                                                                                                                                            
 2invest AG                    3,665,242        28.61%                                        1,436,159    2,229,083          14.40%                                        
                                                                                                                                                                            

* 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  +44 (0)20 7653 4000  
 Nominated Adviser Cairn Financial Advisers LLP Jo Turner / Sandy Jamieson              +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.

 



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