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SourceBio International plc

(“SourceBio”, the “Company” or the “Group”)

Admission to trading on AIM
& First Day of Dealings

AIM IPO to increase COVID-19 testing capacity,
accelerate earnings growth in the core business and execute on potential M&A

 

SourceBio International plc (AIM: SBI), a leading international provider of integrated state-of-the-art laboratory services and products, announces that admission to trading on AIM (the “Admission”) will take place and dealings will commence at 8.00 a.m. today under the ticker SBI.

In conjunction with Admission a total of 21,604,938 new Ordinary Shares (“Placing Shares”) were placed with institutional and other investors at a price of 162 pence per share (the “Placing Price”) raising gross proceeds of £35.0 million for the Company.

Liberum Capital Limited (“Liberum”) is acting as Nominated Adviser, Broker and Sole Bookrunner in relation to the Placing.

Key highlights

  • £35.0 million raised (before expenses)
  • The net proceeds of the Placing will be used by the Company:
    • to pay outstanding shareholder and bank loans; and
    • for general corporate expenses, including working capital and capital expenditure required in order to further scale-up the COVID-19 testing business.
  • The market capitalisation of the Company will be approximately £120.2 million on Admission
  • Enlarged Share Capital on Admission of 74,183,038 Ordinary Shares
  • The Placing Shares represent 29.1 per cent. of the Enlarged Share Capital on Admission
  • The Placing attracted strong support from high quality institutional investors and was significantly over-subscribed
  • The Company’s ISIN is GB00BKSB1674 and its SEDOL is BKSB167

Jay LeCoque, Executive Chairman, said: “We are delighted by the strong support we’ve received from new institutional investors and our existing shareholders. Our IPO on AIM allows us to significantly increase our COVID-19 testing capacity, accelerate earnings growth in our core business and execute on potential M&A opportunities. It’s an exciting time for our business and we look forward to executing on our ambitious growth plans and delivering value to our shareholders.”

The Company’s Admission Document is available here: https://sourcebioscien.wpengine.com/aim-rule-26/

Capitalised terms used in this announcement shall, unless the context provides otherwise, have the same meanings in the Admission Document.

Contacts: 

SourceBio International plc                          

www.sourcebiointernational.com

Jay LeCoque, Executive Chairman

Via Walbrook PR

Tony Ratcliffe, Chief Financial Officer

Liberum (Nominated Adviser, Broker and Sole Bookrunner)

Tel: 020 3100 2000

Bidhi Bhoma

Joshua Hughes

Euan Brown

William Hall

Miquela Bezuidenhoudt

Walbrook PR Limited

Tel: 020 7933 8780 or sourcebio@walbrookpr.com

Paul McManus

Mob: 07980 541 893

Sam Allen

Mob: 07748 651 727

SourceBio International’s LEI number is: 213800KY4C9WU7WBW518

This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the admission document (“Admission Document”) published by the Company on 26 October 2020, in connection with the proposed placing (“Placing”) of its ordinary shares (“Ordinary Shares”) and the proposed admission (“Admission”) of the Ordinary Shares to trading on the AIM market of London Stock Exchange plc (“London Stock Exchange”).


About SourceBio International plc (www.sourcebiointernational.com)

SourceBio is a leading international provider of integrated state-of-the-art laboratory services and products clients in the healthcare, clinical, life science research and biopharma industries, with a focus on improving patient diagnosis, management and care. Group revenues are derived from four core businesses areas:

  • Healthcare Diagnostics – histopathology and clinical diagnostic services for the NHS and private healthcare across the UK and Ireland;
  • Genomics – DNA sequencing services for pharmaceutical and biotechnology companies, academia, contract research organisations (CROs) and other research groups in the UK, Europe and North America;
  • Stability Storage – shelf life testing services and equipment for pharmaceutical and biotechnology companies, contract manufacturers and analytical testing companies from around the world but primarily in the UK, Ireland and the USA; and
  • Infectious Disease Testing – since May 2020, the Group has provided COVID-19 Antigen RT-PCR testing services. These services passed all of the auditing requirements of the NHS and the Department of Health and Social Care (DHSC) in April 2020. It is intended that this offering will potentially provide a broad range of infectious disease testing across the NHS, private healthcare and commercial sectors in the future.

More details on Group operations can be found here: www.sourcebioscience.com

 

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Liberum Capital Limited (“Liberum”) or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.  Liberum does not accept any liability, whatsoever, for the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement for which the Company and the directors are solely responsible.

Liberum, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the proposed Placing and Admission and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Liberum or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Liberum’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. Liberum has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Liberum or its affiliates as to any of its contents.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (“Qualified Investors”). In addition, in the United Kingdom, this announcement is addressed to and directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to communicate it to. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.

Neither this announcement nor any copy of it may be (i) taken or transmitted into, distributed, published, reproduced or otherwise made available, directly or indirectly, in the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act”)), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Australia, Canada, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the other laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The Ordinary Shares 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, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of securities is being made in the United States. Neither the US Securities and Exchange Commission nor any state securities commission or other regulatory authority in the United States has approved or disapproved of the Ordinary Shares or passed upon or endorsed the merits of the offering of the Ordinary Shares or the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the proposed placing of the Ordinary Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from any jurisdiction in which the same would be unlawful or offered or sold to a person within such a jurisdiction.

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Board’s expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company’s financial performance. Though the Board believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.