TIDMBIOM
RNS Number : 9619U
Biome Technologies PLC
31 March 2023
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31 March 2023
Biome Technologies plc
("Biome", the "Company" or the "Group")
Proposed issue of GBP850,000 of secured 2026 redeemable
Convertible Loan Notes
Related party transactions
and
Notice of General Meeting
Biome Technologies plc, a leading bioplastics and radio
frequency technology business, announces that the Company has
conditionally raised a total of GBP850,000 (before expenses) by way
of a Convertible Loan Note Fundraise, in two tranches, as to:
(i) GBP300,000 of First Tranche CLNs; and
(ii) GBP550,000 of Second Tranche CLNs.
The issue of the First Tranche CLNs has completed. The issue of
the Second Tranche CLNs and the determination of the interest terms
of the First Tranche CLNs are conditional, inter alia, upon the
Company obtaining the approval of Shareholders of the Resolutions
to be proposed at the General Meeting of the Company to be held at
11:00am on 17 April 2023.
No offer or invitation is being made to Shareholders more
generally to purchase, acquire or subscribe for any of the
Convertible Loan Notes.
It is intended that the aggregate net proceeds of the
Convertible Loan Note Fundraise will be used to support the growth
of the Group's Bioplastics and RF Technologies divisions towards a
position of Group operating cash flow sustainability over time.
Further details of the Convertible Loan Note Fundraising, the
background to and reasons for the Convertible Loan Note
Fundraising, the use of proceeds, the potential dilutive effect
resulting from the Convertible Loan Notes, the General Meeting, the
importance of the vote and other matters can be found in the
Circular and in Appendix I to this announcement below.
Overview summary of the Convertible Loan Notes
-- The Company has raised a total of up to GBP850,000 (before
expenses) by way of the Convertible Loan Note Fundraise, in two
tranches as to:
(i) GBP300,000 of First Tranche CLNs; and
(ii) GBP550,000 of Second Tranche CLNs.
-- The issue of the Second Tranche CLNs is conditional, inter
alia, upon the Company obtaining approval of Shareholders of the
Resolutions to be proposed at the General Meeting.
-- The Noteholders have participated pro rata across both the
First Tranche CLNs and the Second Tranche CLNs.
-- Subject to the Convertible Loan Notes' terms, at any time
following the issue of the Convertible Loan Notes, Noteholders
can:
o Convert the First Tranche CLNs at a base price of 80 p per new
Ordinary Share, which represents a discount of approximately 3.6
per cent. to the Closing Price of 83 pence per Ordinary Share on 30
March 2023, being the Latest Practicable Date.
o Convert the Second Tranche CLNs at a base price of 106 p per
new Ordinary Share which represents a premium of approximately 27.7
per cent. to the Closing Price of 83 pence per Ordinary Share on 30
March 2023, being the Latest Practicable Date.
-- Noteholders are also able to convert the Convertible Loan
Notes at other prices upon certain specified fundraising-related
events or Capital Events.
-- Subject to the Convertible Loan Note's terms, the Company
shall be entitled to convert all or some of the outstanding First
Tranche CLNs and Second Tranche CLNs (together with all accrued
interest) at the respective base prices of 80 p and 106 p per new
Ordinary Share, provided that:
o at 30 April 2025, the Closing Price of each Ordinary Share on
the Business Day prior to 30 April 2025 is not less than 250 p per
Ordinary Share; and
o during the three months prior to 30 April 2025, the Closing
Price of each Ordinary Share is not less than 225 p per Share.
-- Subject to the Convertible Loan Note's terms, the Company
shall also be entitled to convert all or some of the outstanding
Convertible Loan Notes at other prices upon certain Capital
Events.
-- The Convertible Loan Notes' interest terms allow for
Noteholders to elect, at the point of subscription, for:
o a Running Coupon whereby interest of 10% per annum will be paid quarterly; or
o an Alternative Coupon option, whereby if the Convertible Loan
Notes are redeemed or converted prior to 30 April 2025 then no
interest shall accrue or be payable, and to the extent that the
Convertible Loan Notes are not redeemed or converted prior to 30
April 2025 then interest will accrue on the principal amount of the
Convertible Loan Notes at a rate of 10% from the original issuance
date (but shall not compound) and be payable shortly after 30 April
2025 and thereafter interest shall accrue and be payable on the
same basis as the Running Coupon.
o In addition, for the purposes of certain specified conversion
events as set out in the Convertible Loan Note Instrument,
Noteholders who elect for an Alternative Coupon shall have the
principal value of their Convertible Loan Notes increased by 10%
per annum (accruing from day to day on the basis of a 365 day year
but not compounding).
-- Shareholders should note that in the event that the
Resolutions do not obtain the approval of Shareholders at the
General Meeting (or an equivalent resolution is not approved by
Shareholders at a subsequent general meeting by 30 June 2023), then
all Convertible Loan Notes shall receive a Fallback Interest rate,
calculated at 20% per annum and payable in arrears.
-- The Convertible Loan Notes are secured and unless previously
converted or redeemed in accordance with their terms shall be
redeemed together with all accrued but unpaid interest on the Long
Stop Maturity Date of 30 September 2026.
-- However, on and from 30 April 2025, the Noteholders are able
to early redeem 5.55% of the original principal amount of their
Convertible Loan Notes together with all accrued but unpaid
interest per calendar month.
-- The Company has given various covenants to the Noteholders
pursuant to the Convertible Loan Notes and if there were to be an
Event of Default (as defined in the Loan Note Agreement, with
summary details provided below), a Noteholder may require the
Company to redeem all (but not some) of the principal amount
outstanding plus a minimum premium of 25% of this amount, plus
accrued coupon.
-- The Convertible Loan Notes are transferrable, subject to
conditions. No application will be made for the admission of the
Convertible Loan Notes to trading on AIM or any recognised
securities exchange.
The above represents an overview summary of the Convertible Loan
Notes, which have further terms, fuller details of which can be
found below.
Related Party Transactions
Mr Vivian Pereira and Mr John Martin Rushton-Turner are
subscribing for GBP250,000 and GBP300,000 of Convertible Loan Notes
respectively. As Mr Pereira and Mr Rushton-Turner each currently
hold more than 10 per cent. of the Ordinary Shares, both of the
subscriptions for Convertible Loan Notes by them are deemed to be
related party transactions pursuant to rule 13 of the AIM Rules for
Companies.
The Directors consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of subscription
for Convertible Loan Notes by Mr V Pereira and Mr JM Rushton-Turner
are fair and reasonable insofar as Shareholders are concerned.
Circular
A Circular containing a Notice of General Meeting will be posted
shortly to shareholders who have requested to receive a hard copy
and will be made available on the Company's website at:
www.biometechnologiesplc.com
The above summary should be read in conjunction with the full
further text of this announcement and the Circular, extracts from
which are set out in the Appendices below. All capitalised terms
used throughout this announcement shall have the meanings given to
such terms in the Definitions section in Appendix II to this
announcement and as defined in the Circular. References to
paragraphs below refer to the relevant paragraphs of the Circular
and references to 'this document' or to page numbers refer to the
Circular. References to numbered 'Parts' below refer to the
relevant parts of the Circular.
For further information please contact:
Biome Technologies plc
Paul Mines, Chief Executive Officer
Rob Smith, Chief Financial Officer
www.biometechnologiesplc.com Tel: +44 (0) 2380 867 100
Allenby Capital
David Hart/Alex Brearley (Nominated Adviser)
Kelly Gardiner (Sales and Corporate Broking)
www.allenbycapital.com Tel: +44 (0) 20 3328 5656
About Biome
Biome Technologies plc is an AIM listed, growth-orientated,
commercially driven technology group. Our strategy is founded on
building market-leading positions based on patented technology and
serving international customers in valuable market sectors. We have
chosen to do this by developing products in application areas where
the value-added pricing can be justified and are not reliant on
government legislation. These products are driven by customer
requirements and are compatible with existing manufacturing
processes. They are market rather than technology-led.
The Group comprises two divisions, Biome Bioplastics Limited
("Bioplastic") and Stanelco RF Technologies Limited ("RF
Technologies").
Biome Bioplastics is a leading developer of highly-functional,
bio-based and biodegradable plastics. The company's mission is to
produce bioplastics that challenge the dominance of oil- based
polymers.
Stanelco RF Technologies designs, builds and services advanced
radio frequency (RF) systems. Dielectric and induction heating
products are at the core of a product offering that ranges from
portable sealing devices to large furnaces for the fibre optics
markets.
www.biometechnologiesplc.com www.biomebioplastics.com and
www.thinkbioplastic.com www.stanelcorftechnologies.com
Appendix I - Extracts from the Circular
Part I
Proposed issue of GBP850,000 of secured 2026 redeemable
Convertible Loan Notes
and
Notice of General Meeting
1. Introduction
On 31 March 2023, the Company announced that it had raised a
total of up to GBP850,000 (before expenses) by way of the
Convertible Loan Note Fundraise, in two tranches as to:
(iii) GBP300,000 of First Tranche CLNs; and
(iv) GBP550,000 of Second Tranche CLNs.
The issue of the First Tranche CLNs has completed. The issue of
the Second Tranche CLNs and the determination of the interest terms
of the First Tranche CLNs are conditional, inter alia, upon the
Company obtaining the approval of Shareholders of the Resolutions
to be proposed at the General Meeting of the Company to be held at
11:00am on 17 April 2023.
No offer or invitation is being made to Shareholders more
generally to purchase, acquire or subscribe for any of the
Convertible Loan Notes.
It is intended that the aggregate net proceeds of the
Convertible Loan Note Fundraise will be used to support the growth
of the Group's Bioplastics and RF Technologies divisions towards a
position of Group operating cash flow sustainability over time.
Further details of the background to and reasons for the
Convertible Loan Note Fundraise can be found in Section 3 of this
Part I below.
The purpose of this letter is to explain to Shareholders the
background to and reasons for the Convertible Loan Note Fundraise
and to seek their approval of the Resolutions.
2. Overview summary of the Convertible Loan Notes
-- The Company has raised a total of up to GBP850,000 (before
expenses) by way of the Convertible Loan Note Fundraise, in two
tranches as to:
(i) GBP300,000 of First Tranche CLNs; and
(ii) GBP550,000 of Second Tranche CLNs.
-- The issue of the Second Tranche CLNs is conditional, inter
alia, upon the Company obtaining approval of Shareholders of the
Resolutions to be proposed at the General Meeting.
-- The Noteholders have participated pro rata across both the
First Tranche CLNs and the Second Tranche CLNs.
-- Subject to the Convertible Loan Notes' terms, at any time
following the issue of the Convertible Loan Notes, Noteholders
can:
-- Convert the First Tranche CLNs at a base price of 80 p per
new Ordinary Share, which represents a discount of approximately
3.6 per cent. to the Closing Price of 83 pence per Ordinary Share
on 30 March 2023, being the Latest Practicable Date.
-- Convert the Second Tranche CLNs at a base price of 106 p per
new Ordinary Share which represents a premium of approximately 27.7
per cent. to the Closing Price of 83 pence per Ordinary Share on 30
March 2023, being the Latest Practicable Date.
-- Noteholders are also able to convert the Convertible Loan
Notes at other prices upon certain specified fundraising-related
events or Capital Events.
-- Subject to the Convertible Loan Note's terms, the Company
shall be entitled to convert all or some of the outstanding First
Tranche CLNs and Second Tranche CLNs (together with all accrued
interest) at the respective base prices of 80 p and 106 p per new
Ordinary Share, provided that:
-- at 30 April 2025, the Closing Price of each Ordinary Share on
the Business Day prior to 30 April 2025 is not less than 250 p per
Ordinary Share; and
-- during the three months prior to 30 April 2025, the Closing
Price of each Ordinary Share is not less than 225 p per Share.
-- Subject to the Convertible Loan Note's terms, the Company
shall also be entitled to convert all or some of the outstanding
Convertible Loan Notes at other prices upon certain Capital
Events.
-- The Convertible Loan Notes' interest terms allow for
Noteholders to elect, at the point of subscription, for:
-- a Running Coupon whereby interest of 10% per annum will be paid quarterly; or
-- an Alternative Coupon option, whereby if the Convertible Loan
Notes are redeemed or converted prior to 30 April 2025 then no
interest shall accrue or be payable, and to the extent that the
Convertible Loan Notes are not redeemed or converted prior to 30
April 2025 then interest will accrue on the principal amount of the
Convertible Loan Notes at a rate of 10% from the original issuance
date (but shall not compound) and be payable shortly after 30 April
2025 and thereafter interest shall accrue and be payable on the
same basis as the Running Coupon.
-- In addition, for the purposes of certain specified conversion
events as set out in the Convertible Loan Note Instrument,
Noteholders who elect for an Alternative Coupon shall have the
principal value of their Convertible Loan Notes increased by 10%
per annum (accruing from day to day on the basis of a 365 day year
but not compounding).
-- Shareholders should note that in the event that the
Resolutions do not obtain the approval of Shareholders at the
General Meeting (or an equivalent resolution is not approved by
Shareholders at a subsequent general meeting by 30 June 2023), then
all Convertible Loan Notes shall receive a Fallback Interest rate,
calculated at 20% per annum and payable in arrears.
-- The Convertible Loan Notes are secured and unless previously
converted or redeemed in accordance with their terms shall be
redeemed together with all accrued but unpaid interest on the Long
Stop Maturity Date of 30 September 2026.
-- However, on and from 30 April 2025, the Noteholders are able
to early redeem 5.55% of the original principal amount of their
Convertible Loan Notes together with all accrued but unpaid
interest per calendar month.
-- The Company has given various covenants to the Noteholders
pursuant to the Convertible Loan Notes and if there were to be an
Event of Default (as defined in the Loan Note Agreement, with
summary details provided in Part II of this document), a Noteholder
may require the Company to redeem all (but not some) of the
principal amount outstanding plus a minimum premium of 25% of this
amount, plus accrued coupon.
-- The Convertible Loan Notes are transferrable, subject to
conditions. No application will be made for the admission of the
Convertible Loan Notes to trading on AIM or any recognised
securities exchange.
The above represents an overview summary of the Convertible Loan
Notes, which have further terms, fuller details of which can be
found in Part II of this document.
3. Background to and reasons for the Convertible Loan Note Fundraise
About the Group
Biome is a growth-oriented, commercially-driven technology group
that comprises two divisions, Bioplastics and RF Technologies. The
Bioplastics division is a leading developer of highly-functional,
bio-based and biodegradable plastics. The Bioplastics division's
mission is to produce bioplastics that challenge the dominance of
oil-based polymers. The RF Technologies division designs, builds
and services advanced radio frequency (RF) systems, with a
particular focus on the fibre-optics market.
Recent trading and prospects
Further to the Company's announcements of 10 November 2022 and
25 January 2023 and the Board's ongoing policy of providing
investors with as clear a view as possible on its expectations for
the Company, the Board is pleased to confirm that Q1 2023 trading
has been in line with the previous guidance, with some improvement
in sales mix that currently indicates that the Group's adjusted
loss before interest, tax, depreciation, amortisation and share
option charges (LBITDA) and loss before tax for the financial year
ending 31 December 2023 is likely to represent an improved position
relative to current market expectations, with sales revenue for
that financial year being expected to be in line with current
market expectations.
The Board is in discussions with a view to Martin Rushton-Turner
joining the Board as a non-executive director following the
Company's 2023 annual general meeting.
Use of proceeds and fundraising considerations
It is intended that the aggregate net proceeds of the
Convertible Loan Note Fundraise will be used to support the growth
of the Group's Bioplastics and RF Technologies divisions towards a
position of Group operating cash flow sustainability over time.
The Bioplastics division has developed a range of products to
support existing customer positions and new business opportunities.
The current product and business portfolio is expected to be
strengthened, with a variety of projects that are underway. Demand
remains strong and the Board intends for the aggregate net proceeds
of the Convertible Loan Note Fundraise to support the commercial
and technical resources required to deliver growth and build sales
margins.
The RF Technologies division has been focussed on growing
business outside of its traditional fibre-optic market, so that it
is not reliant on a single industry sector. This division has a
significant opportunity pipeline and is currently working to
convert these opportunities into deliverable orders. The division
has typically exhibited uneven cashflows and so to maintain and
grow the business sufficient cash resources are required.
The Board has for several months been reviewing the potential
funding options that are available to the Company to support the
growth of the Group's Bioplastics and RF Technologies divisions and
satisfy the Group's medium-term funding needs. Following the
conclusion of that review, the Board is of the belief that the
issue of the Convertible Loan Notes is the best available option
for securing this investment and achieve the requirement for
certainty of funding. In particular, the Board considers that the
Convertible Loan Notes represent an overall funding solution for
the Group's needs that would likely be less dilutive to
Shareholders than performing a traditional equity fundraising in
the current macroeconomic environment.
4. Details of the Noteholder participations
The Noteholders have also entered into undertakings with the
Company whereby each of them has agreed to, save only for the
passing of the Resolutions at the General Meeting, unconditionally
to subscribe for the following aggregate amount of Convertible Loan
Notes:
Aggregate
Aggregate amount of
amount of First Second Tranche
Subscriber Tranche CLNs CLNs
Martin Rushton-Turner GBP105,882 GBP194,118
Vivian Pereira GBP88,236 GBP161,764
Brian Geary GBP105,882 GBP194,118
Total GBP300,000 GBP550,000
The Company has received the consideration for the First Tranche
CLNs. As at the date of this document, the Company has not received
the consideration for the Second Tranche CLNs, although it
anticipates to receive such funds following the General Meeting, to
allow the issue of the Second Tranche CLNs to the Noteholders in
the amounts as set out above to occur following the passing of the
Resolutions.
5. Related Party Transactions
Mr Vivian Pereira and Mr John Martin Rushton-Turner are
subscribing for GBP250,000 and GBP300,000 of Convertible Loan Notes
respectively. As Mr Pereira and Mr Rushton-Turner each currently
hold more than 10 per cent. of the Ordinary Shares, both of the
subscriptions for Convertible Loan Notes by them are deemed to be
related party transactions pursuant to rule 13 of the AIM Rules for
Companies.
The Directors consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of subscription
for Convertible Loan Notes by Mr V Pereira and Mr JM Rushton-Turner
are fair and reasonable insofar as Shareholders are concerned.
6. Potential dilutive effect resulting from the Convertible Loan Notes
The First Tranche CLNs are capable of being converted by the
Noteholders into new Ordinary Shares at a base price of 80 p pence
per new Ordinary Share and the Second Tranche CLNs are capable of
being converted by the Noteholders into new Ordinary Shares at a
base price of 106 p pence per new Ordinary Share.
In the circumstances whereby the entire principal amount of the
First Tranche CLNs and applicable Uplift is converted at the base
price of 80 p pence per new Ordinary Share this will upon maximum
conversion represent 10.2 per cent. of the issued ordinary share
capital as enlarged by such conversion (assuming there has not been
any other share issuances). Accordingly, upon such conversion of
the First Tranche CLNs, existing Shareholders that are not
interested in Convertible Loan Notes would experience dilution of
approximately 10.2 per cent.
In the circumstances whereby the entire principal amount of the
Second Tranche CLNs and applicable Uplift is converted at the base
price of 106 p pence per new Ordinary Share this will upon maximum
conversion represent 13.5 per cent. of the issued ordinary share
capital as enlarged by such conversion (assuming there has not been
any other share issuances). Accordingly, upon such conversion of
the Second Tranche CLNs, existing Shareholders that are not
interested in Convertible Loan Notes would experience dilution of
approximately 13.5 per cent.
In the circumstances whereby the entire principal amount of both
the First Tranche CLNs and the Second Tranche CLNs and applicable
Uplift is converted at the relevant base prices this will upon
maximum conversion represent 21.3 per cent. of the issued ordinary
share capital as enlarged by such conversion (assuming there has
not been any other share issuances). Accordingly, upon such
conversion of both the First Tranche CLNs and the Second Tranche
CLNs, existing Shareholders that are not interested in Convertible
Loan Notes would experience dilution of approximately 21.3 per
cent.
The above dilution statistics are illustrative. Shareholders
should be aware that the Convertible Loan Notes can also
potentially be converted at other prices, including upon certain
specified fundraising-related events or Capital Events, further
details of which can be found in Parts I and II of this document.
Given that such alternative conversion prices are based upon events
that have not occurred, the potential dilutive effect resulting
from such conversion of the Convertible Loan Notes in these
circumstances has not been quantified above .
7. General Meeting
The issue of the Second Tranche CLNs and the determination of
the interest terms of the First Tranche CLNs are conditional, inter
alia, upon the Company obtaining approval of Shareholders of the
Resolutions to be proposed at the General Meeting, to provide
sufficient authority to satisfy the conversion terms of the Second
Tranche CLNs, disapply statutory pre-emption rights which would
otherwise apply to the allotment of the new Ordinary Shares that
may be issued in order to satisfy the conversion terms of the
Second Tranche CLNs.
All Shareholders are encouraged to vote by proxy in accordance
with the instructions set out in the Notice of General Meeting. It
is particularly important that shareholders vote by proxy. All
Shareholders are encouraged to appoint the Chairman of the meeting
as their proxy rather than a named person, as they will not be
permitted to attend the physical meeting. The Form of Proxy must be
received by our Registrar as soon as possible and by no later than
11:00am on 15 April 2023.
A notice convening the General Meeting, to be held at the
offices of Osborne Clarke at One London Wall, Barbican, London EC2Y
5EB at 11:00am on 17 April 2023 is set out at the end of this
Circular. At the General Meeting, the following Resolutions will be
proposed:
1. Authority to allot securities
Resolution one is proposed as an ordinary resolution. This means
that, for the Resolution to be passed, more than 50 per cent. of
the votes cast must be in favour of the Resolution. Resolution one
grants the Directors authority to allot Ordinary Shares, or grant
rights to subscribe for or convert any security into Ordinary
Shares, up to an aggregate nominal value of GBP1,027,081. This will
enable the Directors to issue the Convertible Loan Notes to the
Investors. The authority granted by this resolution shall expire
when the Convertible Loan Notes have been fully converted or
redeemed (the final maturity date on such Convertible Loan Notes,
assuming redemption in accordance with its terms and no agreed
extension of its term, being 30 September 2026).
2. Disapplication of pre-emption rights
Resolution two is proposed as a special resolution. This means
that, for the Resolution to be passed, at least 75 per cent. of the
votes cast must be in favour of the Resolution. Resolution two
shall disapply the statutory pre-emption provisions set out in the
Companies Act in respect of the allotment of Ordinary Shares, or
granting of rights to subscribe for or convert any security into
Ordinary Shares, up to an aggregate nominal value of GBP1,027,081.
This disapplication shall expire when the Convertible Loan Notes
have been fully converted or redeemed (the final maturity date on
such Convertible Loan Notes, assuming redemption in accordance with
its terms and no agreed extension of its term, being 30 September
2026).
Resolution two is conditional on Resolution one being passed so
that, if Resolution one is not passed, neither of the Resolutions
will become effective and the issue of the Second Tranche CLNs will
not be implemented.
8. Irrevocable Undertakings
The Convertible Loan Note's subscription agreement contains
irrevocable undertakings by the investors to exercise their voting
rights in favour of the Resolutions.
9. Action to be taken by Shareholders
The General Meeting will consist of the formal business set out
in the Notice of General Meeting, and no trading update or other
presentation will be given.
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting. Shareholders are strongly
encouraged to complete, sign and return the Form of Proxy in
accordance with the instructions printed on it to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62
8HD as soon as possible and, in any event, so as to arrive no later
than 11:00am on 15 April 2023.
10. IMPORTANCE OF THE VOTE
It is important that Shareholders vote in favour of all of the
Resolutions at the General Meeting. The passing of the Resolutions
will enable the Second Tranche CLNs to be issued and for the
Company to receive the net proceeds of the Second Tranche CLNs. The
Directors believe that without the entire net proceeds from both
tranches of the Convertible Loan Note Fundraise, then in the
absence of an alternative financing solution, the Group will not
have sufficient cash reserves to provide the necessary comfort that
the Group's business can continue in its current form. In addition,
in the event that the Resolutions do not obtain the approval of
Shareholders at the General Meeting (or an equivalent resolution is
not approved by Shareholders at a subsequent general meeting by 30
June 2023), all Convertible Loan Notes shall receive the Fallback
Interest rate, calculated at 20% per annum and payable in
arrears.
The Directors therefore strongly recommend that Shareholders
vote in favour of the Resolutions.
11. Directors' Recommendation
The Board of Biome considers the issue of the Convertible Loan
Notes, including the issue of the Second Tranche CLNs, to be in the
best interests of the Company and its shareholders as a whole and
therefore the Directors unanimously recommend that shareholders
vote in favour of the Resolutions as they intend to do in respect
of their own shareholdings (and the shareholdings of their
connected parties) of, in aggregate, 120,429 Ordinary Shares
(representing approximately 3.21 per cent. of the Company's
existing issued share capital).
Yours faithfully,
John Standen
Non-Executive Chairman
Part II
SUMMARY TERMS OF THE CONVERTIBLE LOAN NOTES
The key terms and conditions of the Convertible Loan Note
Instrument are as follows:
-- The total amount of the Convertible Loan Notes will be
GBP850,000 consisting of two tranches as set out below.
-- Any holder of the Convertible Loan Notes from time to time
must hold at least one Ordinary Share in the Company.
-- There will be an initial private placement issuance for
GBP300,000 of Convertible Loan Notes carrying rights to convert at
GBP0.80 per Ordinary Share (utilising the allocation resolution
passed at the last general meeting of the Company) amongst certain
pre-selected subscribers. ("First Tranche CLNs").
-- Authority will then be sought by special resolution at a
general meeting of the Company for a further private placement
issuance of GBP550,000 of Convertible Loan Note carrying rights to
convert at GBP1.06 per Ordinary Share (the "Special Resolution")
amongst the same pre-selected subscribers ("Second Tranche
CLNs").
-- Authority will also be sought by ordinary resolution at the
General Meeting for renewed disapplication resolutions under
sections 551,701 and 561(1) of the Act, giving the Company
authority to allot (free of pre-emption rights) any shares required
to be issued to meet the conversion obligations under the
Convertible Loan Note Instrument until the earliest of redemption,
conversion or maturity of the Convertible Loan Note (the "2023 -
2026 Convertible Loan Note Contingent Capital Authorisation
Resolutions", details of which can be found in the notice of
General Meeting).
-- At execution of the First Tranche CLNs, the Noteholders will
commit to subscribe for the entire Second Tranche CLN issuance. The
completion on such commitment will be subject to the passage of the
2023 - 2026 Convertible Loan Note Contingent Capital Authorisation
Resolutions.
-- If the 2023 - 2026 Convertible Loan Note Contingent Capital
Authorisation Resolutions are not approved at the General Meeting,
and resolutions similar to the 2023 - 2026 Convertible Loan Note
Contingent Capital Authorisation Resolutions are not passed at a
subsequent general meeting within three months of the General
Meeting, the coupon (as set out below) will be adjusted so that the
Alternative Coupon option will cease to apply and all holders will
receive a Running Coupon which will be 20% interest per annum
payable quarterly from the issuance date to maturity (as "Fallback
Interest"), without prejudice to the obligation of the Company to
continue to seek passage of the 2023 - 2026 Convertible Loan Note
Contingent Capital Authorisation Resolutions.
-- The Convertible Loan Notes mature on the Long Stop Maturity Date.
-- The Convertible Loan Notes include an early redemption right
for all Noteholders. The Convertible Loan Note will be redeemable
for all Noteholders from 30 April 2025 (the "Amortisation Date") at
a rate of 5.55% of their original principal amount per month up to
and including the Long Stop Maturity Date. The Noteholders may at
any one or more times agree to defer the Amortisation Date and / or
defer, roll-up or reduce the amount redeemed without prejudice to
any remaining amount payable on the Long Stop Maturity Date.
-- Two coupon options are available under the Convertible Loan
Note, the Running Coupon and the Alternative Coupon:
-- The Running Coupon will accrue, at the point of subscription,
whereby interest of 10% per annum will be paid quarterly, with the
first coupon being payable on 30 June 2023.
-- The Alternative Coupon, to the extent that the Convertible
Loan Notes are redeemed or converted prior to 30 April 2025, shall
bear no interest nor shall any interest accrue or be payable, and
to the extent that the Convertible Loan Notes are not redeemed or
converted prior to 30 April 2025 then interest will accrue on the
principal amount of the Convertible Loan Notes at a rate of 10%
from the original issuance date (but shall not compound) and be
payable shortly after 30 April 2025 and thereafter interest shall
accrue and be payable on the same basis as the Running Coupon.
-- The Convertible Loan Notes will be capable of conversion by
the Noteholders (subject to a minimum price of GBP0.05 per share)
at the lowest of:
-- The "Base Price" being:
-- On or before 30th September 2024:
-- First Tranche CLNs: GBP0.80 per Share.
-- Second Tranche CLNs: GBP1.06 per Share.
-- A Discount of 10% from the Share Price offered (and completed on):
-- in any pre-emption offer; or
-- in any private placement (or series thereof) of 5% or more of
Shares (each a "Equity Round").
-- A Discount of 20% from i) the average closing mid-market
price of an Ordinary Share for the 10 Business Days following the
announcement of a De-Listing or ii) in relation to a Takeover, the
offer price per Ordinary Share for such Takeover.
-- Noteholders who elected for the Alternative Coupon option,
but only in respect of any conversion on or before 30 April 2025,
shall have the principal amount of their Loan Notes deemed
increased by 10% per annum (the "Uplift").
-- Assuming that the relevant conditions have been satisfied,
Noteholders can convert their Convertible Loan Notes on the last
Business Day of each calendar month provided that the relevant
Noteholder has given the Company 10 days prior notice of such
conversion.
-- A conversion taking place in the event of an Equity Round may
only take place if notice is given by the relevant Noteholder
within one month of public announcement of the Equity Round. If
notice is not given in this time, the conversion price of the
Convertible Loan Notes shall revert to the Base Price.
-- The Company may convert the Convertible Loan Notes in the following circumstances:
-- Where on the Coupon Trigger Date the Share Price exceeds
GBP2.50 per Share and the average Share Price over the prior 3
months has exceeded GBP2.25 per Share; or
-- At any time in the period from the earlier of a Take-Over
offer to the Business Day following a Takeover becoming
unconditional.
-- Where Noteholders holding more than 50% of the outstanding
principal amount of the Convertible Loan Notes (taking First
Tranche CLNs and Second Tranche CLNs together) propose to convert a
percentage (being not less than 50%) of their holding, all holders
shall convert the same percentage of their holding at the same
time. (the "Drag Along Conversion"). This provision shall not apply
in any event before 31 January 2024 and shall not apply unless the
mid-market price of the Ordinary Shares exceeds 125% of the
conversion price that would apply to a conversion of the Second
Tranche CLNs.
-- Any conversion at the option of the Company or by operation
of Drag Along Conversion must be for not less than GBP250,000 of
the principal amount (or the remaining amount outstanding if
less).
-- Any conversion at the option of a Noteholder must be for not less than the higher of:
-- 25% of their original subscribed principal (or the remaining
balance if less than such percentage); or
-- GBP25,000 (or the remaining balance if less than GBP25,000).
-- In the event that:
-- Any Group company fails to pay any sum (or deliver any
shares) due from it under the Convertible when due, unless its
failure to pay is caused solely by an administrative error or
technical problem and payment / performance is made within 10
Business Days of its due date;
-- Any Group company grants security in respect of any capital
instruments unless a priority security interest is granted at such
time (to the reasonable satisfaction of the Holder Majority) to the
Convertible Loan Note;
-- Any Group company in respect of an aggregate amount of indebtedness exceeding GBP100,000:
-- Has any indebtedness declared due prior to its stated maturity by reason of default; or
-- Any expropriation, attachment, sequestration, distress,
execution or enforcement of security affects any of a Group
company's assets; or
-- Any Group company has any action, proceedings, procedure or step is taken in relation to:
-- suspension of payments, winding up, dissolution,
administration or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise); or
-- the appointment of a liquidator, receiver, administrator,
compulsory manager or other similar officer in respect; or
-- security on or over their assets becoming enforceable and not
being discharged within 30 days of enforcement commencing.
-- The Board at any time concludes that the Company is not able
to conduct its business as a going concern;
-- The Company's auditors provide a qualified going concern
opinion at the time of finalising the Company's accounts for the
year ending 31 December 2023 or any subsequent accounts;
-- The Company's auditors fail to provide an audit opinion on
the 2023 or any subsequent accounts within five months of the
relevant year end; or
-- The Group fails to maintain Adjusted Net Assets (as defined
in the Convertible Loan Note Instrument) of less than
GBP100,000,
Then a Noteholder Majority (being Noteholders who collectively
hold more than 50% of the Convertible Loan Notes outstanding at
that time) may demand an acceleration repayment which will be
converted at a premium of:
-- an amount equal to the higher of:
-- 25% of the principal amount of the Loan Notes outstanding; and
-- the Embedded Conversion Value (as defined in the Loan Note Instrument),
plus:
-- all accrued unpaid interest on the Loan Notes
less:
-- any tax which the Company is required to deduct from such interest.
-- The Company covenants in the Loan Note Instrument that it
will not take any steps for a De-Listing whilst the Convertible
Loan Notes are in issue.
-- The Company will grant a full fixed and floating charge over
its assets and business in favour of the Noteholders (the
"Security"). The Noteholders benefitting from the Security granted
by the Company shall appoint a security trustee to act as the sole
holder of the Security for the benefit of the Noteholders.
-- The Convertible Loan Notes will not be capable of assignment
of less than GBP25,000 of principal held by each Noteholder.
-- In the event that a Noteholder wishes to sell any or all of
the principal amount of Convertible Loan Notes they hold (a
"Selling Noteholder"), their fellow Noteholders will have a right
to purchase the Selling Noteholder's Convertible Loan Notes pro
rata to their initial commitment to the Convertible Loan Notes.
-- Third Party Rights are excluded under the Convertible Loan
Note Instrument, save that no Noteholder shall assert any claim in
respect of their investment against any other Noteholder.
-- The Convertible Loan Note Instrument is capable of amendment
with the consent of a super majority of Noteholders.
-- The Convertible Loan Notes provide for standard events of
default. The Convertible Loan Notes also include the following non
standard events of default:
-- Any indebtedness of over GBP100,000 in aggregate amongst any
member of the Group is not paid when due.
-- The Board at any time concludes that the Company is not able
to conduct its business as a going concern.
-- The Company's auditors provide a qualified going concern
opinion at the time of sign-off of the audited accounts for the
first accounting period ending after 30th April 2023 or any
subsequent audited accounts.
-- There is a failure by the Company's auditors to provide an
audit opinion on the accounts for the first accounting period
ending after 30th April 2023.
-- The Group fails to maintain Adjusted Net Assets (as defined
in the Convertible Loan Note Instrument) of less than
GBP100,000;
-- The Convertible Loan Note is governed by English Law.
Appendix II - Definitions
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"AIM" AIM, a market operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies and the AIM Rules
for Nominated Advisers, as applicable;
"Amortisation Date" as defined in Part II of this document;
"Allenby Capital" Allenby Capital Limited, a limited liability
company incorporated and registered in England
and Wales with registered number 06706681,
authorized and regulated by the FCA, and the
Company's nominated adviser and broker;
"Alternative Coupon" a coupon option that Noteholders can elect
for, at the point of subscription, whereby
if the Convertible Loan Notes are redeemed
or converted prior to 30 April 2025 then no
interest shall accrue or be payable, and to
the extent that the Convertible Loan Notes
are not redeemed or converted prior to 30
April 2025 then interest will accrue on the
principal amount of the Convertible Loan Notes
at a rate of 10% from the original issuance
date (but shall not compound), be subject
to the Uplift, and be payable shortly after
30 April 2025 and thereafter interest shall
accrue and be payable on the same basis as
the Running Coupon;
"Articles" the existing articles of association of the
Company as at the date of this Circular;
"Base Price" as defined in Part II of this document;
"Business Day" a day on which dealings in securities may
take place on the London Stock Exchange;
"Capital Events" a De-Listing or a Takeover, as defined below;
"Closing Price" unless otherwise stated, the closing middle
market quotation of the Ordinary Shares on
AIM;
"Code" the City Code on Takeovers and Mergers;
"Company" or "Biome" Biome Technologies plc, a company incorporated
and registered in
England and Wales with registered number 01873702;
"2023 - 2026 Convertible the two Resolutions set out in the Notice
Loan Note Contingent of General Meeting and as described and made
Capital Authorisation reference to in this document;
Resolutions"
"Convertible Loan the convertible loan notes issued or to be
Notes " or "CLN" issued to the Noteholders (as the case may
be), details of which are set out in section
2 of Part I and in Part II of this document;
"Convertible Loan the issue of both the First Tranche CLNs and
Note Fundraise " the Second Tranche CLNs;
"Convertible Loan the loan note instrument dated 31 March 2023
Note Instrument " in connection with the Convertible Loan Notes,
details of which are set out in Part II of
this document;
"Coupon Trigger 30 April 2025;
Date"
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as also defined in the CREST
Regulations);
"CREST Regulations the Uncertificated Securities Regulations
" 2001 (SI 2001 No.3755) (as amended from time
to time);
"De-Listing" the cancellation of the admission of the Shares
of the Company to trading on the AIM Market
of the London Stock Exchange (without any
admission to any other market permitting trading
of shares in the Company);
"Directors" or "Board" the directors of the Company whose names are
set out on page 2 of this document, or any
duly authorised committee thereof;
"Document" this document and notice of general meeting
dated 31 March 2023;
"Drag Along Conversion" As defined in Part II of this document;
"Euroclear" Euroclear UK & International Limited, the
operator of CREST;
"Equity Round" as defined in Part II of this document;
"Fallback Interest" 20% per annum;
"FCA" the Financial Conduct Authority;
"First Tranche CLNs" as defined in Part II of this document;
"Form of Proxy" the form of proxy accompanying this document
for use by Shareholders in connection with
the General Meeting;
"FSMA" the Financial Services and Markets Act 2000
(as amended) including any regulations made
pursuant thereto;
"General Meeting" the general meeting of the Company which has
or "GM" been convened for 11:00am on 17 April 2023,
notice of which is set out at the end of this
document;
"Group" the Company and its subsidiaries as at the
date of this document;
"Latest Practicable 30 March 2023, being the latest practicable
Date" date prior to the announcement of the Convertible
Loan Notes;
"London Stock Exchange" the London Stock Exchange plc;
"Long Stop Maturity 30 September 2026;
Date"
"Member Account ID" the identification code or number attached
to any member account in CREST;
"Noteholders" the persons entered in the register of Convertible
Loan Notes as the holders of the Convertible
Loan Notes;
"Notice of General the notice convening the General Meeting which
Meeting" is set out at the end of this document;
"Official List " the official list of the Financial Conduct
Authority;
"Ordinary Share(s)" Ordinary share(s) in the share capital of
the Company each with a nominal value of 5
pence;
"Registrar" Neville Registrars Limited;
"Resolutions" the resolutions set out in the Notice of General
Meeting;
"Restricted Jurisdiction" each and any of the United States of America,
Australia, Canada, Japan, New Zealand, Russia,
the Republic of Ireland and the Republic of
South Africa and any other jurisdiction where
any offer of the Convertible Loan Notes or
the Ordinary Shares or the distribution of
this document would breach any applicable
law or regulations;
"Running Coupon" a c oupon option that Noteholders can elect
for, at the point of subscription, whereby
interest of 10% per annum will be paid quarterly
from the date of the issuance of the Convertible
Loan Notes;
"Second Tranche CLNs" as defined in Part II of this document;
"Security" as defined in Part II of this document;
"Selling Noteholder" as defined in Part II of this document;
"Special Resolution" as defined in Part II of this document;
"Shareholders" holder(s) of Ordinary Shares;
"Sterling" or "GBP" pounds sterling, the lawful currency of the
United Kingdom;
"Takeover" an offer (made by way of contractual offer
or scheme of arrangement) becoming or having
become unconditional in all respects (in accordance
with the UK Takeover Code);
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland;
"Uplift" as defined in Part II of this document;
"US Person" a US person as defined in Regulation S promulgated
under the US Securities Act; and
"US Securities Act" the United States Securities Act of 1933 (as
amended).
Appendix III - Expected Timetable of Principal Events
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the issue of the First 31 March 2023
Tranche CLNs and Circular published
and sent to Shareholders
Latest time and date for receipt of 11:00am on 15 April
completed Forms of Proxy 2023
Latest time and date for CREST voting 11:00am on 15 April
instructions 2023
General Meeting 11:00am on 17 April
2023
Issue of the Second Tranche CLNs following the General
Meeting
Each of the dates in the above timetable is subject to change at
the absolute discretion of the Company. References to time in this
document are to London time except when otherwise stated. If any of
the above times and/or dates change, the revised time(s) and/or
date(s) will be notified to Shareholders by announcement through a
Regulatory Information Service.
Appendix IV - Transaction Statistics
TRANSACTION STATISTICS
ILLUSTRATIVE DILUTION STATISTICS
Number of Ordinary Shares currently in issue,
including treasury shares 3,772,640
Maximum number of new Ordinary Shares that could
be issued pursuant to the conversion of the First
Tranche CLNs at the base price of 80 p pence
per new Ordinary Share (1) 428,341
Percentage of as enlarged Ordinary Share capital
represented by the above maximum number of new
Ordinary Shares that could be issued pursuant
to the conversion of the First Tranche CLNs 10.2%
Maximum number of new Ordinary Shares that could
be issued pursuant to the conversion of the Second
Tranche CLNs at the base price of 106 p pence
per new Ordinary Share(2) 590,860
Percentage of as enlarged Ordinary Share capital
represented by the above maximum number of new
Ordinary Shares that could be issued pursuant
to the conversion of the Second Tranche CLNs 13.5%
Maximum number of new Ordinary Shares that could
be issued pursuant to the conversion of both
the First Tranche CLNs and the Second Tranche
CLNs at the respective base prices, as above 1,019,201
Percentage of as enlarged Ordinary Share capital
represented by the maximum number of new Ordinary
Shares that could be issued pursuant to the conversion
of both the First Tranche CLNs and the Second
Tranche CLNs 21.3%
PROCEEDS FROM THE CONVERTIBLE LOAN NOTES
Estimated gross proceeds from the issue of the GBP850,000
Convertible Loan Notes(3)
Estimated expenses of the Convertible Loan Notes GBP120,000
Estimated net proceeds of the Convertible Loan GBP730,000
Notes(3)
(1) Assuming that there is maximum conversion, at the First
Tranche CLN base conversion price of 80 p per Ordinary share, of
all of the relevant principal amount and applicable Uplift.
(2) Assuming that there is maximum conversion, at the Second
Tranche CLN base conversion price of 106 p per Ordinary share, of
all of the relevant principal amount and applicable Uplift.
(3) Based on the issue of both the First Tranche CLNs and the
Second Tranche CLNs.
The above dilution statistics are illustrative. Shareholders
should be aware that the Convertible Loan Notes can also
potentially be converted at other prices, including upon certain
specified fundraising-related events or Capital Events, further
details of which can be found in Parts I and II of this document.
Given that such alternative conversion prices are based upon events
that have not occurred, the potential dilutive effect resulting
from such conversion of the Convertible Loan Notes in these
circumstances has not been quantified above.
Other
Forward Looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or "similar" expressions or negatives thereof.
Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless it is required to do so
by applicable law or the AIM Rules.
No Offer
No offer or invitation is being made to Shareholders more
generally to purchase, acquire or subscribe for any of the
Convertible Loan Notes. This announcement does not constitute an
offer to buy, acquire or subscribe for, or the solicitation of an
offer to buy, acquire or subscribe for, Convertible Loan Notes
and/or Ordinary Shares or an invitation to buy, acquire or
subscribe for Convertible Loan Notes and/or Ordinary Shares.
Notice to Overseas Persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
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 U.S. Securities Act of 1933, as
amended, 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.
General
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) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Nominated Adviser and Broker to
the Company. Allenby Capital will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other
person. Allenby Capital has not authorised the contents of, or any
part of, this announcement, and no liability whatsoever is accepted
by Allenby Capital for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.
-Ends-
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END
MSCWPUUGWUPWGUG
(END) Dow Jones Newswires
March 31, 2023 06:14 ET (10:14 GMT)
Biome Technologies (LSE:BIOM)
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Biome Technologies (LSE:BIOM)
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