4 April 2024
Sareum Holdings plc
("Sareum" or the "Company")
Completion of Equity Fundraise
Admission
and Total Voting Rights
Sareum Holdings plc is pleased to
announce that, further to its announcements of 28 March 2024 and 2
April 2024, the Placing, Subscription, Director Subscription and
WRAP Retail Offer will complete today, raising gross proceeds of
£2.29m through the issue of, in aggregate,
22,889,733 new Ordinary Shares at the Placing Price of 10 pence per
new Ordinary Share (the "Fundraising Shares").
Placing, Subscription and Director
Subscription
Further to its announcement on 28
March 2024, the Company has raised gross
proceeds of £1.17m through the issue of a total of
11,700,000 Fundraising Shares at the Placing Price, comprising
9,550,000 Placing Shares pursuant to the Placing by Hybridan LLP,
2,055,000 Subscription Shares pursuant to the Subscription by
certain high net worth individuals and 195,000 new Ordinary Shares
pursuant to the Director Subscription (of which 100,000 new
Ordinary Shares were settled via the WRAP Retail Offer in respect
of Dr Stephen Parker's subscription and 95,000 new Ordinary Shares
are being issued via a direct subscription with the
Company).
Enlarged WRAP Retail Offer
Further to its announcement on 2
April 2024, the Company is also pleased to confirm the completion
of the significantly oversubscribed WRAP Retail Offer, which closed
at 12:00 BST on 2 April 2024, raising gross
proceeds of £1.12m through the issue of a total of 11,189,733
Fundraising Shares at the Placing Price.
Adviser Fees Shares and Director Salary
Deferral
In addition to the Fundraising
Shares, as announced on 28 March 2024, the Company will also today
issue 576,698 Salary Conversion Shares in lieu of amounts owed to
certain Directors from historically deferred salaries and 450,000
Adviser Fee Shares to certain advisers to settle amounts due in
respect of professional fees.
Admission and Total Voting Rights
The Company has applied for a total
of 23,916,431 new Ordinary Shares to be admitted to trading on AIM
at 8:00 a.m. on 5 April 2024 ("Admission") pursuant to the Fundraising
Shares, the Salary Conversion Shares and the Adviser Fee Shares
("New Ordinary
Shares").
The New Ordinary Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares of the Company, including the right to
receive all dividends or other distributions made, paid or declared
in respect of such shares after Admission.
Following Admission, the total
number of Ordinary Shares in issue will be 95,678,309 and the total number of voting rights will
therefore be 95,678,309, and this figure
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure and Transparency
Rules.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcements made by the Company at 07:00 a.m. on 28 March
2024.
For Further
Information:
|
Sareum
Holdings plc
Tim Mitchell,
CEO
Lauren Williams, Head of Investor Relations
|
01223 497700
ir@sareum.co.uk
|
|
Strand Hanson
Limited (Nominated Adviser)
James Dance / James Bellman
|
020 7409
3494
|
|
Hybridan LLP (Joint
Corporate Broker and Sole Broker to the Placing)
Claire Noyce
|
020 3764
2341
|
|
Consilium Strategic
Communications (Financial PR)
Jessica Hodgson / Davide Salvi / Kumail Waljee
|
0203 709
5700
|
Further information on the Company can be found
on its website at https://sareum.com/.
The Company's LEI is
213800PKERN2DY8FFM72.
This announcement should be read in its
entirety. In particular, the information in the "Important Notices"
section of the announcement should be read and
understood.
The notification below is made in accordance
with the requirements of the EU's Market Abuse
Regulation:
PDMR
Notification Form:
The below form is disclosed in accordance with
the requirements of the EU's Market Abuse Regulation and in
relation to certain dealings by directors pursuant to the Director
Subscription and issue of Salary Conversion Shares:
1.
|
Details of the person discharging
managerial responsibilities/person closely associated
|
a)
|
Name:
|
Tim Mitchell
|
2.
|
Reason for the
notification
|
a)
|
Position/status:
|
Chief Executive Officer
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Name:
|
Sareum Holdings plc
|
b)
|
LEI:
|
213800PKERN2DY8FFM72
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
a)
b)
|
Description of the financial
instrument, type of instrument:
Identification
code:
|
Ordinary shares of 0.0125 pence each
in the share capital of Sareum Holdings plc
GB00B02RFS12
|
|
Nature of the
transaction:
|
1. Purchase
of shares
2.
Conversion of debt into ordinary shares
|
c)
|
Price(s) and
volume(s):
|
|
Price(s)
|
Volume(s)
|
|
1. 10p
|
50,000
|
|
2. 10p
|
221,359
|
|
d)
|
Aggregated
information:
· Aggregated volume:
· Price:
|
271,359
10 pence per ordinary
share
|
e)
|
Date of the
transaction:
|
28 March 2024
|
f)
|
Place of the
transaction:
|
Outside a trading venue
|
1.
|
Details of the person discharging
managerial responsibilities/person closely associated
|
a)
|
Name:
|
Stephen Parker
|
2.
|
Reason for the
notification
|
a)
|
Position/status:
|
Non-Executive Chairman
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Name:
|
Sareum Holdings plc
|
b)
|
LEI:
|
213800PKERN2DY8FFM72
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
a)
b)
|
Description of the financial
instrument, type of instrument:
Identification
code:
|
Ordinary shares of 0.0125 pence each
in the share capital of Sareum Holdings plc
GB00B02RFS12
|
|
Nature of the
transaction:
|
1. Purchase
of shares
2.
Conversion of debt into ordinary shares
|
c)
|
Price(s) and
volume(s):
|
|
Price(s)
|
Volume(s)
|
|
1. 10p
|
100,000
|
|
2. 10p
|
104,854
|
|
d)
|
Aggregated
information:
· Aggregated volume:
· Price:
|
204,854
10 pence per ordinary
share
|
e)
|
Date of the
transaction:
|
28 March 2024
|
f)
|
Place of the
transaction:
|
Outside a trading venue
|
1.
|
Details of the person discharging
managerial responsibilities/person closely associated
|
a)
|
Name:
|
Clive Birch
|
2.
|
Reason for the
notification
|
a)
|
Position/status:
|
Non-Executive Director
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Name:
|
Sareum Holdings plc
|
b)
|
LEI:
|
213800PKERN2DY8FFM72
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
a)
b)
|
Description of the financial
instrument, type of instrument:
Identification
code:
|
Ordinary shares of 0.0125 pence each
in the share capital of Sareum Holdings plc
GB00B02RFS12
|
|
Nature of the
transaction:
|
1. Purchase
of shares
2.
Conversion of debt into ordinary shares
|
c)
|
Price(s) and
volume(s):
|
|
Price(s)
|
Volume(s)
|
|
1. 10p
|
45,000
|
|
2. 10p
|
29,126
|
|
d)
|
Aggregated
information:
· Aggregated volume:
· Price:
|
74,126
10 pence per ordinary
share
|
e)
|
Date of the
transaction:
|
28 March 2024
|
f)
|
Place of the
transaction:
|
Outside a trading venue
|
1.
|
Details of the person discharging
managerial responsibilities/person closely associated
|
a)
|
Name:
|
John Reader
|
2.
|
Reason for the
notification
|
a)
|
Position/status:
|
Chief Scientific Officer
|
b)
|
Initial
notification/Amendment:
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Name:
|
Sareum Holdings plc
|
b)
|
LEI:
|
213800PKERN2DY8FFM72
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
a)
b)
|
Description of the financial
instrument, type of instrument:
Identification
code:
|
Ordinary shares of 0.0125 pence each
in the share capital of Sareum Holdings plc
GB00B02RFS12
|
|
Nature of the
transaction:
|
Conversion of debt into ordinary
shares
|
c)
|
Price(s) and
volume(s):
|
|
Price(s)
|
Volume(s)
|
|
10p
|
221,359
|
|
d)
|
Aggregated
information:
· Aggregated volume:
· Price:
|
N/A Single
Transaction
|
e)
|
Date of the
transaction:
|
28 March 2024
|
f)
|
Place of the
transaction:
|
Outside a trading venue
|
Important
Notices
The content of this announcement has been
prepared by and is the sole responsibility of the
Company
This announcement and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such
jurisdiction.
The WRAP Retail Offer Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "US Securities
Act") or under the applicable state securities laws of the
United States and may not be offered or sold directly or indirectly
in or into the United States. No public offering of the WRAP Retail
Offer Shares is being made in the United States. The WRAP Retail
Offer Shares are being offered and sold outside the United States in
"offshore transactions", as
defined in, and in compliance with, Regulation S under the US
Securities Act ("Regulation
S") to non-US persons (within the meaning of Regulation S).
In addition, the Company has not been, and will not be, registered
under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for WRAP Retail Offer Shares in the United States, Australia,
Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This announcement is not an offer of securities
for sale into the United States. The securities referred to
herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made
in the United States.
The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
WRAP is a proprietary technology platform owned
and operated by Winterflood Securities Ltd (registered address at
Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455).
Winterflood Securities Ltd ("Winterflood") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the WRAP Retail Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income
from them is not guaranteed and can fall as well as rise due to
stock market movements. When you sell your investment, you may get
back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this announcement are
forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking
statements.
These forward-looking statements speak only as
at the date of this announcement and cannot be relied upon as a
guide to future performance. The Company and Winterflood expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.
The information in this announcement is for
background purposes only and does not purport to be full or
complete. None of Winterflood or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Any indication in this announcement of the
price at which the Ordinary Share have been bought or sold in the
past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
Neither the content of the Company's website
(or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this announcement. The WRAP
Retail Offer Shares to be issued or sold pursuant to the WRAP
Retail Offer will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
It is further noted that the WRAP Retail Offer
is only open to investors in the United Kingdom who fall within
Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (which includes an
existing member of the Company).