NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND
MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN
ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF 4BASEBIO PLC). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF 4BASEBIO PLC.
15 October 2026
4basebio PLC
("4basebio" or the "Company")
Proposed Retail Offer
CAMBRIDGE, UK - 15 October 2026 - 4basebio PLC (AIM: 4BB), a specialist in
synthetic DNA manufacturing for next-generation genomic medicines and advanced
therapies, announces a retail offer via BookBuild (the "Retail Offer") of up to
97,087 new ordinary shares ("Ordinary Shares") of €1.00 each in the capital of
the Company (the "Retail Offer Shares") at an issue price of 515 pence per
Retail Offer Share (the "Issue Price").
In addition to the Retail Offer, earlier today the Company announced that it had
conditionally raised gross proceeds of £15 million through a placing of
2,664,080 new Ordinary Shares (the "Placing Shares") and a subscription for
1,025,239 new Ordinary Shares by certain directors and existing shareholders
(the "Subscription") including those pertaining to the Subscription & Set-Off
Agreement as defined in the separate Placing and Subscription announcement
released by the Company on 15 October 2026. The Retail Offer, the Placing and
the Subscription together comprise the "Capital Raise", and the Placing Shares,
Subscription Shares and Retail Offer Shares together comprise the "New Shares".
The Placing, Subscription and Retail Offer are each being undertaken at the
Issue Price. The Company is proposing to raise up to an additional £0.5 million
(before expenses) through the Retail Offer, which would result in aggregate
gross proceeds from the Capital Raise of up to £15.5 million. A separate
announcement has been made regarding the results of the Placing and Subscription
and their terms.
In recognition of their continued support to the Company, the Board believes
that the Retail Offer provides the Company's eligible existing retail
shareholders with an opportunity to participate in the Capital Raise at the
Issue Price. The Issue Price represents a discount of approximately 8.4 per cent
to the closing share price of 562.5 pence per existing Ordinary Share on 14
October 2026, being the last practicable date prior to the announcement of the
Capital Raise.
For the avoidance of doubt, the Retail Offer is not part of the Placing or
Subscription. Full details of the Capital Raise, including the background to and
reasons for the Capital Raise and the proposed use of funds received under the
Capital Raise, are set out in the separate Placing and Subscription announcement
released by the Company on 15 October 2026.
The Retail Offer is conditional, inter alia, upon the passing of the Resolutions
by Shareholders at the General Meeting, completion of the Placing and
Subscription, and the Retail Offer Shares to be issued pursuant to the Retail
Offer being admitted to trading on the AIM market operated by the London Stock
Exchange ("Admission"). The Placing and Subscription are not conditional upon
completion of the Retail Offer. Admission of the Retail Offer Shares is expected
to take place at 8.00 a.m. on 10 November 2026.
The net proceeds of the Placing and Subscription and any proceeds of the Retail
Offer will be used to support the Company's commercial development, complete the
fit-out of Q-Arc, enhance R&D activities focused on reducing turnaround times
and increasing yields, provide additional working capital and extend the
Company's cash runway to H2 2028.
Expected Timetable in relation to the Retail Offer
Retail Offer opens 15 October 2026
Latest time and date Noon on 21 October 2026
for commitments under
the Retail Offer
Results of the Retail As soon as reasonably practicable following
Offer announced the close of the Retail Offer on 21 October
2026
Admission and dealings 8.00 a.m. on 10 November 2026
in New Ordinary Shares
issued pursuant to the
Retail Offer commence
Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.
Dealing Codes
Ticker 4BB
ISIN for the Ordinary Shares GB00BMCLYF79
SEDOL for the Ordinary Shares BMCLYF7
Retail Offer
The Company values its retail shareholder base and believes that it is
appropriate to provide its retail shareholders in the United Kingdom the
opportunity to participate in the Retail Offer. The Company is therefore making
the Retail Offer available in the United Kingdom through the financial
intermediaries which will be listed, subject to certain access restrictions, on
the following website: https://www.bookbuild.live/deals/G7VL2Q/authorised
-intermediaries. Cavendish Capital Markets Limited will be acting as retail
offer coordinator in relation to this Retail Offer (the "Retail Offer
Coordinator").
Existing retail shareholders can contact their broker or wealth manager to
participate in the Retail Offer. In order to participate in the Retail Offer,
each intermediary must be on-boarded onto the BookBuild platform and agree to
the final terms and the retail offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and provide for
the payment of commission to any intermediary that elects to receive a
commission and/or fee (to the extent permitted by the FCA Handbook Rules) from
the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at
4.00 p.m. on 15 October 2026. The Retail Offer is expected to close at noon on
21 October 2026. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail Offer
Coordinator or BookBuild at support@bookbuild.live.
The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include individuals
aged 18 years or over, companies and other bodies corporate, partnerships,
trusts, associations and other unincorporated organisations and includes persons
who hold their shares in the Company directly or indirectly through a
participating intermediary). For the avoidance of doubt, persons who only hold
CFDs, Spreadbets and/or similar derivative instruments in relation to shares in
the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under the
Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.
The Retail Offer is offered in the United Kingdom under an exemption from the
prohibition of public offers specified in Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024.
The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or any
other authority) in relation to the Retail Offer, and investors' commitments
will be made solely on the basis of the information contained in this
announcement and information that has been published by or on behalf of the
Company prior to the date of this announcement by notification to a Regulatory
Information Service in accordance with the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by
virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of £100 per investor under the terms of the
Retail Offer which is open to investors in the United Kingdom subscribing via
the intermediaries which will be listed, subject to certain access restrictions,
on the following website: https://www.bookbuild.live/deals/G7VL2Q/authorised
-intermediaries. There is no maximum application amount to apply in the Retail
Offer. The terms and conditions on which investors subscribe will be provided by
the relevant financial intermediaries including relevant commission or fee
charges.
Investors should make their own investigations into the merits of an investment
in the Company. Nothing in this announcement amounts to a recommendation to
invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in
the Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Offer Shares if they are in any doubt.
For further information, please contact:
4basebio PLC
+44 (0)12 2396 7943
Dr. Amy Walker - Chief Executive Officer
Richard Bungay - Chief Financial Officer
Cavendish Capital Markets Limited (Retail Offer Coordinator and Joint Corporate
Broker)
T: +44 (0)20 7220 0500
Geoff Nash, Andrea Callaghan - Corporate Finance
Nigel Birks - Healthcare Specialist Sales
Cairn Financial Advisers LLP (Nominated Adviser)
T: +44 (0)20 7213 0880
Jo Turner, Sandy Jamieson, Ed Downes
Further information on the Company can be found on its website at:
https://www.4basebio.com
The Company's LEI is 213800E2DX9EAIUNCB30.
This announcement should be read in its entirety. In particular, the information
in the "Important Notices" section of the announcement should be read and
understood.
Important Notices
The Retail Offer is only open to investors in the United Kingdom who fall within
Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (which includes an existing member of the Company).
This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in or
into or from the United States (including its territories and possessions, any
state of the United States and the District of Columbia (the "United States" or
"US")), Australia, Canada, Japan, the Republic of South Africa, any member state
of the EEA or any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered or
sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under the
US Securities Act) (a "US Person"). No public offering of the Retail Offer Shares
is being made in the United States. The Retail Offer Shares are being offered and
sold outside the United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the US Securities Act. In addition, the
Company has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
Cavendish Capital Markets Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or not
a recipient of this announcement) as its client in relation to the Retail Offer
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection with
the Retail Offer, Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than you originally invested. Figures
refer to past performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking statements which are
based on the Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use words such as
"aim", "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and uncertainties that
could cause the actual results of operations, financial condition, liquidity and
dividend policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement
and cannot be relied upon as a guide to future performance. Each of the Company
and Cavendish Capital Markets Limited expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained herein
to reflect actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cavendish Capital Markets Limited or
any of its affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of Cavendish Capital Markets Limited and its affiliates,
accordingly disclaims all and any liability whether arising in tort, contract or
otherwise which it might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to future
performance. Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean that
earnings or target dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings or dividends per share of the Company.
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) is incorporated into or forms part of this announcement. The
Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK MiFIR Product Governance Requirements) may otherwise have
with respect thereto, the Retail Offer Shares have been subject to a product
approval process, which has determined that the Retail Offer 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the
price of the Retail Offer Shares may decline and investors could lose all or
part of their investment; the Retail Offer Shares offer no guaranteed income and
no capital protection; and an investment in the Retail Offer 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 any
contractual, legal or regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of Chapters
9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.
EU Product Governance Requirements
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 Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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
"EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment,
distributors should note that: the price of the Retail Offer Shares may decline
and investors could lose all or part of their investment; the Retail Offer
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail Offer 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the EU 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 Retail Offer
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Retail Offer Shares and determining appropriate
distribution channels.
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