Placing to raise £2,302,500; Notice of General Meeting
08 April 2019
Concepta PLC (AIM: CPT), the pioneering UK healthcare company and developer of the proprietary myLotus product targeting the personalised mobile health market with a primary focus on women's fertility and hormone health, is pleased to announce it has conditionally raised £2,302,500, before expenses, through a placing and subscription of 76,750,000 new Ordinary Shares of 2.5p par value (the "Placing Shares") at a price of 3 pence per Placing Share (the "Placing").
The Placing Shares represent 40.78 % percent of the existing issued share capital and 28.97% of the enlarged issued share capital.
50,000,000 of the Placing Shares, were placed by the Company's Placing Agent, Novum Securities Limited ("Novum") under the terms of a placing agreement ("Placing Agreement"). 26,750,000 of the Placing Shares were subscribed direct with the Company. The placing price of 3p represents a discount of 13 per cent. to the closing mid-market share price of 3.45p on 5 April 2019, the last business day prior to the issue of this announcement
The Placing is subject to the requisite shareholder approval and, accordingly, the issue of the Placing Shares is conditional on, inter alia, the passing of certain resolutions by the Company's shareholders at a duly convened general meeting of the Company.
As such, the Board is seeking the authority to allot and issue the Placing Shares.
The Placing is conditional upon, inter alia:
- the Resolutions (as defined below) being duly passed at the General Meeting by 25 April 2019, and Admission becoming effective on or before 8.00 a.m. on 26 April 2019 or such later time and/or date as the Company and Novum may agree, but in any event by no later than 8.00 a.m. on 3 May 2019; and
- the Placing Agreement having become unconditional in all respects and not having been terminated.
The Placing is not being underwritten.
The Placing Shares will be allotted on 25 April 2019, with Admission expected on 26 April 2019.
Use of proceeds
Following the regulatory approval and successful recent launch of myLotus, the primary use of the net proceeds will be to strengthen and develop the marketing and additional working capital requirements of the Company and to target strategic commercial contracts to internationally exploit the myLotus product and technology.
The Company will invest in developing and extending its myLotus test menu to capture greater insight of a womens menstrual cycle, wellbeing and hormone health.
The Company will also continue to develop and improve its internal systems and controls including its digital 'app' developments, software, algorithms and data mining techniques.
Related Party Transactions
Mercia Technologies plc ("Mercia"), a Substantial Shareholder which currently holds 34,336,428 shares (representing 18.24% of the existing ordinary share capital ) in the Company has agreed that they will participate in the Placing, by subscribing £750,000 for 25,000,000 Placing Shares as set out below.
Matthew Walls, Chairman of Concepta, has subscribed £30,000 for 1,000,000 Placing Shares as set out below. Adam Reynolds, Non Executive Director of Concepta, has subscribed £12,500 for 416,667 Placing Shares as sest out below. Barbara Spurrier, Chief Financial Officer of Concepta, has subscribed £10,000 for 333,333 Placing Shares as set out below. Mercia, Mr Walls, Mr Reynolds and Mrs Spurrier are subscribing on the same terms as all other placees in the Placing.
Number of Placing Shares
No of Ordinary Shares held post Admission
% of Ordinary
Mercia Technologies plc
The participation in the Placing by Mercia, Matthew Walls, Adam Reynolds and Barbara Spurrier constitute related party transactions under the AIM Rules for Companies.
Peter Dines, who is Chief Operating Officer at Mercia, Matthew Walls who is Chairman of Concepta, Adam Reynolds who is Non Executive Director and Barbara Spurrier who is Chief Financial Officer are not considered independent in relation to the consideration of these related party transactions under AIM Rule 13.
Therefore Neil Mesher and David Darrock, who are considered to be independent directors of the Company for this purpose, have considered the participation of Mercia, Matthew Walls, Adam Reynolds and Barbara Spurrier in the Placing. Having consulted with SPARK Advisory Partners, the Company's nominated adviser, the independent directors consider that the terms of each of Mercia's, Matthew Walls', Adam Reynolds' and Barbara Spurrier's participation in the Placing is fair and reasonable insofar as Shareholders are concerned.
The Company has today sent out to shareholders a notice ("Notice") convening a General Meeting (GM) to be held on 25 April 2019. At the GM resolutions will be proposed ("Resolutions") to:
- authorise the Directors to allot the Placing Shares; and
- disapply statutory pre-emption rights in relation to the Placing Shares.
If the Resolutions are passed at the GM on 25 April 2019, Admission is expected to become effective on 26 April 2019.
As Mercia (whom Peter Dines represents on the board), Matthew Walls, Adam Reynolds and Barbara Spurrier have participated in the Placing, they are not considered independent and as such have not participated in the recommendation.
The directors (other than Mr Dines, Mr Walls, Mr Reynolds and Mrs Spurrier) of the Company consider that the Placing and the resolutions to be considered at the General Meeting are in the best interests of the Company and its shareholders as a whole. The directors (other than Mr Dines, Mr Walls, Mr Reynolds and Mrs Spurrier) unanimously recommend that you vote in favour of all of the proposed resolutions as they intend to do in respect of their own beneficial holdings.
Application for Admission
Application will be made for the Placing Shares, which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective at 8.00 am on 26 April 2019.
Total voting rights
Following Admission, the Company's enlarged issued share capital will comprise 264,946,675 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares with voting rights will be 264,946,675. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Matthew Walls, Chairman of Concepta PLC said: "The past six months have seen the Company successfully complete its clinical studies, gain regulatory approval and launch its first myLotus product. Initial sales have commenced with exceptional feedback and testimonials from women trying to conceive. Following the recent Boots UK announcement we will be extending our digital marketing across the EU under our CE certification. We will be exploring wider strategic discussions to exploit myLotus in both fertility and womens health. It is an exciting time for the Company and the placing funds will continue to strengthen and accelerate our commercial plans. We look forward to advising the market on our progress, milestones and pregnancies in due course."
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
Tel +44 (0) 1234 866601
SPARK Advisory Partners Limited (Nomad)
Neil Baldwin / Mark Brady
Tel: +44 (0)20 368 3550
Novum Securities (Brokers)
+44 (0) 20 7399 9400
About Concepta PLC:
Concepta PLC is an AIM-quoted pioneering UK healthcare company that has developed a proprietary product, myLotus®, targeted at the personalised mobile health market with a primary focus on hormone testing and increasing a woman's chances of naturally getting pregnant and to provide insight to unexplained infertility.
myLotus® is currently the only consumer product which allows both quantitative and qualitative home (self-test) test measurement of a woman's personal luteinizing hormone (LH) during ovulation and human chorionic gonadotropin (hCG) hormone level during pregnancy, facilitating higher conception rates and early diagnosis of fertility issues. The proposition of myLotus® is to empower women to better understand their hormone levels and menstrual cycle and help women conceive naturally by identifying their window of fertility and optimal time for conception.
The Company has received CE-mark certification for myLotus® and has launched its first product in the UK. The Company is preparing plans to roll-out across the core EU countries in 2019.
myLotus® is expected to be beneficial to users who have been unable to conceive after 6 months of trying. This highly motivated target group of women won't typically be offered medical intervention until after 12 months of unsuccessfully trying to conceive, with IVF not usually offered until after two years of trying to conceive. Research indicates couples start to take positive action ahead of this time typically with little medical support to help them do so.