Horizon Discovery Group plc (LSE:HZD), the international life science company supplying research tools and services that power genomics research and the development of personalised medicines, is pleased to announce a conditional non-pre-emptive placing of 13,157,895 New Placing Shares at a Placing Price of 190 pence per share to raise approximately £25.0 million before expenses. In addition, the Placing includes the proposed sale of a minimum of 5,263,157 Existing Placing Shares by certain Selling Shareholders at the Placing Price.
Highlights
- Placing of a minimum of 18,421,052 Ordinary Shares in the Company with existing and new institutional investors, consisting of:
- Placing of 13,157,895 new Ordinary Shares, representing approximately 16.4 per cent. of the Company’s existing ordinary share capital, at a price of 190 pence per Ordinary Share to raise proceeds of approximately £25.0 million (before fees and expenses) for the Company
- Placing of a minimum of 5,263,157 existing Ordinary Shares on behalf of the Selling Shareholders at a price of 190 pence per Ordinary Share
- Placing Price represents a discount of 4.3 per cent. to the mid-market closing price on 30 April 2015, being the last practicable day before this announcement
The net proceeds of the Placing receivable by the Company will be used to accelerate the Company’s growth strategy, in particular through investment in its leveraged services business, global infrastructure and research and development capabilities. The Company will not receive any of the proceeds in respect of the Existing Placing Shares placed on behalf of the Selling Shareholders.
The Placing is conditional, inter alia, on the approval by Shareholders of resolutions (the “Resolutions”) to be proposed at a general meeting to be held at 10.00 a.m. on 18 May 2015 at the offices of Covington & Burling LLP at 265 Strand, London WC2R 1BH (the “General Meeting”) and on the Admission of the New Placing Shares to trading on AIM.
The Placing is being conducted through an accelerated bookbuilding process (the “Bookbuild”) which will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendices to this announcement. It is envisaged that the Bookbuild will be closed no later than 3.00 p.m. London time today, 1 May 2015.
In order to broaden the Company’s institutional shareholder base and to minimise the time and transaction costs of the Placing, the Placing Shares are being placed by J.P. Morgan and Panmure Gordon with only a limited number of existing and new institutional shareholders. The Placing Shares are not being made available to the public.
The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional holders and new institutional investors the opportunity to participate in the Placing and avoids the requirement for a prospectus.
A Circular to Shareholders, including a notice convening the General Meeting, will be dispatched today, 1 May 2015, and will also be available on the Company’s website at www.horizondiscovery.com.
David Smoller, Chief Business Officer intends to sell a minimum of 139,151 Existing Ordinary Shares as part of the Placing to satisfy tax liabilities arising as a result of the acquisition of Sage Laboratories Inc. by the Company.
In addition to the Directors, certain Shareholders have irrevocably undertaken to vote in favour, or procure the vote in favour, of the Resolutions, amounting to, in aggregate, 35,862,485 Ordinary Shares, representing approximately 44.7 per cent. of the existing Ordinary Shares.
Dr Darrin M. Disley, Chief Executive Officer of Horizon, said:
“We have a clear strategy for growth and the proceeds of the placing will allow us to accelerate this. Our objective is to establish a dominant position in the high growth markets for our products and services by continuing to build and deliver a fully-integrated business model, leveraging value and building scale across the whole healthcare continuum from genetic sequence to patient treatment. We have already demonstrated strong strategic progress and delivery upon our objectives since our IPO last year, and with 79% growth in 2014 revenues and three capability enhancing acquisitions already delivered, we are excited to continue to demonstrate the potential of Horizon through organic growth or through acquisitions and in-licensing opportunities.”
