OMEGA DIAGNOSTICS GR

ODX
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Omega Diagnostics : Fundraising to raise gross proceeds of up to £11m

06/19/2020 | 05:57am

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONTAIN INSIDE

INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THE

ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

19 June 2020

Omega Diagnostics Group PLC ("Omega" or the "Company" or the "Group")

Fundraising to raise gross proceeds of up to £11 million

Funds to further COVID-19 testing opportunities and scale up manufacturing

Notice of General Meeting

Omega Diagnostics Group (AIM: ODX), the medical diagnostics company focused on CD4 and food intolerance testing, announces that it has raised gross proceeds of £8 million via a heavily oversubscribed Placing and Subscription of 20,000,000 new ordinary shares of 4 pence each ("New Ordinary Shares") to both new and existing institutional investors and a number of wealth managers at an issue price of 40 pence per New Ordinary Share (the "Issue Price").

Furthermore, the Company proposes to raise up to an additional £3 million by the issue of up to 7,531,100 New

Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue Price ("Open Offer", together with

the Placing and Subscription the "Fundraising"). The Issue Price represents a discount of approximately 27 per cent to the closing mid-market price of 55 pence on 18 June 2020, being the latest practicable date prior to this announcement. This discount reflects the rapid rise in the Company's share price from 11 pence on 8 April 2020, immediately prior to announcement of Omega's participation in the UK Rapid Test Consortium.

The net proceeds of the Fundraising, amounting to between £7.5 million and £10.5 million, depending on the take up of the Open Offer, will be used to exploit opportunities the Company currently has with COVID-19 testing, to scale up manufacturing, to undertake work to improve the margin of its VISITECT® CD4 products and to expand its lateral flow product portfolio with products which are complementary to its VISITECT® CD4 products.

Summary:

  • Placing of 19,950,000 New Ordinary Shares ("Placing Shares"), split between 7,515,350 First Admission Placing Shares, and 12,434,650 Second Admission Placing Shares at the Issue Price to raise gross proceeds of £7.98 million.

  • The Placing Shares have been conditionally placed by finnCap Ltd with new and existing institutional and other investors (the "Placees").

  • Direct Subscription of 50,000 New Ordinary Shares at the Issue Price to raise gross proceeds of £20,000

    ("Subscription Shares").

  • Open Offer of up to 7,531,100 New Ordinary Shares ("Open Offer Shares") for Qualifying Shareholders on the basis of 1 New Ordinary Share for every 20 Existing Ordinary Shares held (with excess application facility) to raise up to £3.01 million.

  • The New Ordinary Shares issued under the Fundraising will represent approximately 18.28 per cent of the Company's existing issued share capital*.

  • Certain Directors have subscribed for a total of 122,500 Placing and Subscription Shares, representing a Related Party Transaction for the purposes of the AIM Rules.

  • Application will be made to the London Stock Exchange for the First Admission Placing Shares to be admitted to trading on AIM on 25 June 2020 ("First Admission").

  • Subject to passing of the Resolutions and the General Meeting, application will be made to the London Stock Exchange for the Second Admission Placing Shares, Subscription Shares and Open Offer Shares to be admitted to trading on AIM on 13 July 2020 ("Second Admission").

  • Further details of the Placing, Subscription and Open Offer are set out below.

A Circular to Shareholders in respect of the Fundraising is expected to be posted on 22 June 2020 giving notice of the General Meeting to be held on 10 July at 11 a.m. at the offices of the Company at Omega House, Hillfoots Business Village, Alva, Clackmannanshire, FK12 5DQ. A copy of the Circular will be available on the Company's website: http://www.omegadiagnostics.com/Investor-Relations/Corporate-Information

Colin King, CEO of the Company commented:

"This Fundraising marks another significant moment in the Company's development and we are pleased with level of support shown from our existing shareholders and new investors in the Placing. The Fundraising will allow Omega to capitalise on the current opportunities it has regarding COVID-19 and build a strong position in the global health diagnostic market by using its existing skill set and experience with lateral flow devices. Furthering these opportunities will allow the Company to continue delivering on its mission to improve human health and well-being through innovative diagnostic tests and global partnerships.

"We look forward to being able to update the market on the progress made on our COVID-19 testing opportunities along with the opportunities available to the core business with VISITECT® CD4 and Food Intolerance."

*Assuming full take-up of the Open Offer

Enquiries

Omega Diagnostics Group PLC

Tel: 01259 763 030

Colin King, Chief Executive

www.omegadiagnostics.com

Kieron Harbinson, Group Finance Director

finnCap Ltd

Tel: 020 7220 0500

Geoff Nash/Hannah Boros/Teddy Whiley (Corporate Finance)

Camille Gochez (ECM)

Walbrook PR Limited

Tel: 020 7933 8780 or omega@walbrookpr.com

Paul McManus

Lianne Cawthorne

Mob: 07980 541 893

Mob: 07584 391 303

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

Important notice

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

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.

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change.

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 (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

finnCap Ltd ("finnCap") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. finnCap is acting solely as nominated adviser, broker and Bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by FSMA or the regulatory regime established thereunder, finnCap accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. finnCap accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

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 business strategy, plans and objectives of management for future operations, or any statements proceeded 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 factorsbeyond 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. No undue reliance should be placed upon forward-looking statements. 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 required to do so by applicable law or the AIM Rules for Companies.

Omega Diagnostics Group plc

Placing of 19,950,000 New Ordinary Shares at 40 pence per share, Subscription of 50,000 New Ordinary Shares at 40 pence per share and Open Offer of up to 7,531,100 New Ordinary Shares at 40 pence per share and

Notice of General Meeting

1. Introduction

The Company announced today the Placing of 19,950,000 new Ordinary Shares and Subscription of 50,000 new Ordinary Shares at 40 pence per share to raise £8 million (before expenses) and an associated Open Offer to raise up to approximately £3 million. The net proceeds of the Fundraising, amounting to between £7.5 million and £10.5 million, depending on the take up of the Open Offer, will be used to exploit opportunities the Company has identified with COVID-19 testing, to scale up manufacturing, to undertake work to improve the margin of its VISITECT® CD4 products and to expand its lateral flow product portfolio with products which are complementary to its VISITECT® CD4 products.

The Placing will be split between the First Placing and the Second Placing. The First Placing is in respect of 7,515,350 New Ordinary Shares which, subject to the terms of the Placing Agreement, will be admitted to trading on AIM at First Admission on 25 June 2020. The Second Placing of 12,434,650 New Ordinary Shares, the Subscription and the Open Offer are conditional on, inter alia, the passing of the Resolutions at the General Meeting and Second Admission taking place. It is expected that, subject to passing the Resolutions, the Second Admission Placing Shares, the Subscription Shares and the Open Offer Shares will be admitted to trading on AIM on 13 July 2020.

The Issue Price represents a discount of approximately 27 per cent to the closing mid-market price of 55 pence on 18 June 2020,being the latest practicable date prior to this announcement. This discount reflects the rapid rise in the

Company's share price from 11 pence on 8 April 2020, immediately prior to announcement of Omega's participation in the UK Rapid Test Consortium.

The purpose of the Circular is to explain the background to and reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders, and why the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of the 2,163,116 Ordinary Shares held, directly or indirectly, by them representing approximately 1.44 per cent. of the total voting rights of the Company.

2. Background to and Reasons for the Fundraising

The Fundraising will allow the Group to exploit opportunities the Company has identified with COVID-19 testing, to scale up manufacturing, to undertake work to improve the margin of its VISITECT® CD4 products and to expand its lateralflow product portfolio with products which are complementary to its VISITECT® CD4 products. Omega intends to seek opportunities to build a strong position in the global health diagnostic market by using its existing skill set and experience with lateral flow devices. Furthering these opportunities will allow the Company to continue delivering on its mission to improve human health and well-being through innovative diagnostic tests and global partnerships.

The Company intends to use the net proceeds of the Fundraising as follows:

Use of Funds

Estimate

COVID-19 - ELISA Testing

Purchase of manufacturing equipment to scale up production

£1.1 million

COVID-19 - Lateral Flow Testing

Purchase of manufacturing equipment to scale up production

£3.0 million

VISITECT® CD4 Margin Improvement

Validation work on new raw materials and processes to lower the cost of goods for VISITECT® CD4

£0.4 million

Expand Lateral Flow Product Portfolio

Intention to develop two tests over medium term:

  • 1) A test for Cryptococcal meningitis

  • 2) A TB-LAM test to diagnose T.B. in people living with HIV

£2.7 million

Repayment of overdraft facility

£1.0 million

Working Capital Estimate

£2.3 million

Total

£10.5 million

3. Group Segments

3.1. Global Health: COVID-19

The Company intends to develop COVID-19 tests that will help to meet the different needs of global healthcare systems that require both antibody tests (denoting previous infection) and antigen tests (denoting current infection). Omega is now involved with five opportunities relating to COVID-19 testing, of which four utilise Mologic Ltd's

("Mologic") technology platforms. Two are ELISA (lab based) tests, one covering an antigen test and one covering the antibody test which the Company is already shipping, and three are lateral flow tests. Two of the lateral flow tests are in collaboration with Mologic and the third is an antibody test with the UK Rapid Test Consortium as originally announced on 9 April 2020.

Mologic Material Transfer Agreements

The Company announced on 20 April 2020 that it had signed a Material Transfer Agreement ("MTA") with Mologic to formalise a partnership to provide manufacturing capability for Mologic's COVID-19 first generation ELISA lab based diagnostic test, the development of which has been funded in part by the UK government. Under the arrangement, Omega provided Mologic with access to one of its manufacturing facilities (which specialises in manufacturing ELISA tests), situated in Littleport, Cambridgeshire, England with the capacity on current estimates to manufacture up to 46,000 COVID-19 tests per day. The MTA formalised Omega's access to raw materials and know-how to manufacture Mologic's diagnostic test at scale. Subsequently, as announced on 27 April 2020, the Company CE-Marked this ELISA

Disclaimer

Omega Diagnostics Group plc published this content on 19 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2020 09:56:04 UTC

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