4basebio Plc - Completion of Strategic Investment

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation No. 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA") and as it may be modified from time to time by or under domestic law including, but not limited to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

12 November 2024

4basebio PLC

("4basebio" or the "Company")

Completion of Strategic Investment

Director Dealing, Issue of Equity and Admission to Trading

Directorate Changes

12 November 2024 - 4basebio PLC (AIM: 4BB) (“4basebio” or the “Company”), which develops and commercialises the large scale manufacture of synthetic DNA as well as nanoparticle delivery solutions, announces the completion of the Strategic Investment following receipt of regulatory approval and clearance under the National Security and Investment Act 2021, for the investment by (i) Fort Aggregator LP, acting by its general partner, Elevage Medical Technologies (“Elevage”), a Patient Square Capital platform and (ii) The Prudential Assurance Company Limited acting by its investment manager M&G Investment Management Limited (“M&G”), initially announced on 29 July 2024 (the “Strategic Investment”).

As announced on 9 September 2024, the Strategic Investment is for a combined amount of £40.0 million through an issuance (the “Issuance”) of ordinary shares of €1 each (“Ordinary Shares”) in the Company at an issue price of 1,500 pence per Ordinary Share (the “Issue Price”) (the “Issuance Shares”) and the purchase of Ordinary Shares from an entity belonging to the Deutsche Balaton Group and certain directors of the Company (“Sale Shares”), at a purchase price per Sale Share equal to the Issue Price for an aggregate purchase price of approximately £29.4 million (the “Secondary Sale”).

Admission to AIM

Application has been made for the 2,666,667 Issuance Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on or around 13 November 2024. The Issuance Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission and will otherwise rank on Admission pari passu in all respects with the existing Ordinary Shares.

Total Voting Rights

Following Admission, the total number of Ordinary Shares in issue will be 15,477,395. The Company does not hold any ordinary shares in treasury. Therefore, the total number of Ordinary Shares with voting rights will be 15,477,395. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Secondary Sale

Elevage and M&G have agreed to purchase 1,961,074 Sale Shares in aggregate and, following the completion of the Issuance and the Secondary Sale, Elevage and M&G will together hold 4,627,741 Ordinary Shares representing 29.9% of the Company’s enlarged issued share capital.

Completion of the Secondary Sale is expected to take effect contemporaneously with Admission.

The resultant significant shareholdings in the Company, following completion of the Issuance and the Secondary Sale are set out below:

1. On Admission, 2,666,667 Ordinary Shares will be held by Elevage and 1,961,074 Ordinary Shares will be held by M&G.
2. Members or associates of the Deutsche Balaton Group, which is under the ultimate control of Wilhelm K.T. Zours and will on Admission hold in aggregate 32.43% of the Company’s enlarged issued share capital.
3. Aggregate shareholding of Dr. Heikki Lanckriet and persons closely associated with him.

Director Appointment and Board Changes

As previously announced, pursuant to the terms of the new Relationship Agreement, both Elevage and 2Invest AG (“2Invest”) (acting on behalf of itself and its wider group, the Deutsche Balaton Group) were granted board appointment rights.

Accordingly, the Company announces the appointment (effective on Admission) of three Non-executive Directors to the Board of the Company, being; Dr.  Michael Jason Wasserman, appointed on behalf of Elevage (with Elevage retaining the right to appoint a further director); Mr. Christian Alexander Ansgar Link (“Alexander”) and Mr. Hansjörg Plaggemars (who previously served on the Board of the Company from 2020 to 2024), appointed on behalf of 2Invest, with an Independent Non-executive Director expected to join the Board in due course. Under the terms of the new Relationship Agreement, Elevage has the right to nominate one of their appointees to be the Chair of the Board.  Further details of any such appointment shall be announced at the relevant time.

Mr. Joseph Manuel Fernandez and Ms. Maria del Pilar de la Huerta Martinez will be stepping down from their positions as Non-executive Directors of the Company, with effect from Admission. The Board of the Company would like to thank them both for their ongoing advice and support over the years.

Dr.  Michael Jason Wasserman, Non-executive Director

Dr. Wasserman, Ph.D., is a Partner and COO of Elevage Medical Technologies, with over 30 years of experience in healthcare as a scientist, entrepreneur, executive, and investor. Previously, he served as Managing Partner of Maverix Private Equity (2021-2023) and spent 17 years at H.I.G. Capital, where he was Managing Director of the BioHealth platform, overseeing a diverse healthcare investment portfolio across stages and sectors.

Throughout his career, Dr. Wasserman has actively supported growth-stage healthcare companies in areas such as R&D, product development, market access, commercial and corporate strategy, financing, and strategic exits. He has served on the boards of several companies, including HyperBranch Medical Technologies (acquired by Stryker), NeuWave Medical (acquired by Johnson & Johnson), and VertiFlex (acquired by Boston Scientific). Additionally, he has founded, led, and sold multiple private healthcare ventures.

Dr. Wasserman is a dedicated board member, currently serving on the Board of Trustees for the Holland Bloorview Kids Rehabilitation Hospital, where he has been a Trustee since 2020. He also sits on the boards of Toronto Innovation Acceleration Partners (TIAP), where he chairs the Investment Committee, ORT Canada, and the Faculty of Science Advisory Board at McGill University. Since 2024, he has been a Director at Nuclera Ltd and Moximed Inc.

Earlier in his career, Dr. Wasserman worked in corporate finance, pharmaceuticals, and clinical research. He co-founded CELLutions Biosystems in 2004, where he served as a Director. He holds a B.Sc. in Physiology and Business Administration from McGill University and a Ph.D. in Pharmacology and Neuroscience from the University of Toronto.

Mr. Alexander Link, Non-executive Director

Mr. Link has extensive experience in banking and management consulting, with a strong background in finance, risk management, restructuring, portfolio management, and mergers and acquisitions. He has successfully established, managed, and restructured operations across Germany, Europe, and Asia.

Currently, Mr. Link is a Director and CFO at Deutsche Balaton AG (since 2020) and serves on the boards of several of its subsidiaries. Previously, he held senior roles at Commerzbank   and Hypothekenbank Frankfurt from (2004-2019) Prior to this, he worked as a management consultant at Booz Allen Hamilton (2001-2004).

Mr. Link earned a law degree from the Albert Ludwig University of Freiburg in 2000 and was admitted to the Frankfurt Bar in 2005.

Mr. Hansjörg Plaggemars, Non-executive Director

Mr. Plaggemars is an independent consultant and has been the Managing Director of a number of companies, including 2invest AG, since December 2020, and Delphi Unternehmensberatung AG since December 2023. He has run the consulting firm Value Consult since 2017.

Amongst his projects, Mr Plaggemars also sits on a number of boards as non-executive director or supervisory member, including several listed and private companies, such as Biofrontera AG, GeoPacific Resources Ltd, Altech Chemicals Limited and Patronus Resources Ltd.

Mr. Plaggemars holds a degree in Business Administration from the University of Bamberg.

Further information on the newly appointed Non-executive Directors pertaining to Schedule 2(g) of the AIM Rules for Companies can be found in the Appendix at the end of this announcement.

Dr. Heikki Lanckriet, CEO and CSO, 4basebio, said: "We are pleased that Elevage Medical Technologies, a Patient Square Capital platform and Prudential Assurance Company Limited acting by its investment manager M&G Investment Management Limited are about to become shareholders in the Company.  Their funding, support and experience will continue to drive the growth and success of 4basebio.  We see this as a significant step in becoming the leader in the supply of DNA for cell & gene therapies and vaccines.”

Michael Wasserman, Partner and COO of Elevage Medical Technologies, said: “Elevage is thrilled to be partnering with the 4basebio management team and board to advance the company's novel design and manufacture of synthetic DNA, which have demonstrated novel and highly sought-after characteristics in a variety of critical applications across the life sciences industry. This transaction demonstrates Elevage’s commitment to funding innovative life sciences tools companies.”

M&G Portfolio Manager, Jeremy Punnett, said: "We are delighted to be backing such an innovative UK company and look forward to supporting its future growth as it grows internationally. We believe synthetic DNA offers major advantages over plasmid DNA and will ultimately enhance both the cost effectiveness and clinical efficacy across a broad range of viral vectors and vaccines.”

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company’s announcements of 29 July 2024 and 9 September 2024.

Enquiries

Notes to Editors

About 4basebio

4basebio (AIM: 4BB) is an innovation driven life biotechnology company focused on accelerating the development of advanced therapy medicinal products (ATMPs) through its high-performance synthetic DNA products and non-viral, cell targeting nucleic acid delivery platform. The Company’s objective is to become a market leader in the manufacture and supply of high-quality synthetic DNA products for research, therapeutic and pharmacological use as well as development of target specific non-viral vectors for the efficient delivery of payloads in patients.

About Elevage Medical Technologies

Elevage Medical Technologies is a platform established by Patient Square Capital and is dedicated to supporting medical technology companies that can meaningfully improve health outcomes and quality of life for patients. Elevage provides capital along with deep technical, regulatory, and operational expertise to companies ranging from advanced clinical development to commercial acceleration stage. Elevage supports rapidly growing, highly differentiated companies with paradigm shifting technologies and strives to help build industry leading medical technologies. To learn more about Elevage, please visit www.elevagemedical.com.

About M&G Investments

The capital for this deal has been provided by M&G’s Crossover strategy (Crossover) on behalf of the £129 billion Prudential With Profits Fund. Crossover is a global strategy led by M&G’s public equity investment division which provides patient growth equity to high-quality, fast-growing companies.

M&G Investments is part of M&G plc, a savings and investment business which was formed in 2017 through the merger of Prudential plc’s UK and Europe savings and insurance operation and M&G, its wholly owned international investment manager. M&G plc listed as an independent company on the London Stock Exchange in October 2019 and has £343.5 billion of assets under management (as at 31 December 2023). M&G plc has customers in the UK, Europe, the Americas and Asia, including individual savers and investors, life insurance policy holders and pension scheme members. For nearly nine decades M&G Investments has been helping its customers to prosper by putting investments to work, which in turn creates jobs, homes and vital infrastructure in the real economy. Its investment solutions span equities, fixed income, multi asset, cash, private debt, infrastructure and real estate.

M&G recognises the importance of responsible investing and is a signatory to the United Nations Principles for Responsible Investment (UNPRI) and is a member of the Climate Bonds Initiative Partners Programme. M&G plc has committed to achieve net zero carbon emissions on its total book of assets under management and administration by 2050 and committed to reduce operational carbon emissions as a corporate entity to net zero by 2030. For more information, please visit: https://global.mandg.com/.

Forward-looking statements

This Announcement may contain certain statements about the future outlook for 4basebio.  Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

Additional Information

RBC is acting as sole placement agent to the Company in connection with the Transaction and will not regard any other person as a client in relation to the Transaction. RBC will not be responsible to any other person for providing the protections afforded to its clients or for advising any person in relation to the Transaction or any arrangement referred to in this document.

This Announcement is made for information purposes only and does not constitute an offer to sell or issue or solicitation to buy, subscribe for or otherwise acquire shares in 4basebio PLC in any jurisdiction in which any such offer or solicitation would be unlawful.

The securities discussed herein are not and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, unless registered under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States and the Company does not currently intend to register any securities under the Securities Act.

Appendices

Appendix 1 – Schedule 2(g) Disclosures

Mr. Michael Jason Wasserman

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Mr. Michael Jason Wasserman (aged 50): 

Mr. Wasserman holds no Ordinary Shares, and no options or warrants over Ordinary Shares.  There is no further information regarding Mr. Wasserman that is required to be disclosed under the AIM Rules. 

Mr. Christian Alexander Ansgar Link

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Mr. Christian Alexander Ansgar Link (aged 53): 

Mr. Link holds 1,833 Ordinary Shares, equating to approximately 0.01 per cent. of the Company’s enlarged issued share capital on Admission, and no options or warrants over Ordinary Shares. There is no further information regarding Mr. Link that is required to be disclosed under the AIM Rules. 

Mr. Hansjörg Plaggemars

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Mr. Plaggemars (aged 54): 

Mr Plaggemars was appointed to the board of KAMPA AG, one of Europe’s leading prefabricated house manufactures, as Chief Restructuring Officer and Chief Financial Officer in January 2009. Due to the financial position of the company and excessive liabilities owned to third parties, Mr Plaggemars filed for insolvency a few weeks after his appointment. The liabilities owed to third parties were approximately EUR 30 million.

The Cologne Local Court appointed Mr. Plaggemars as a member of the Supervisory Board of Youbisheng Green Paper AG by resolution dated 22 April 2015, following the opening of preliminary insolvency proceedings against the Company’s assets on 13 August 2018. In his function as a member of the Supervisory Board, Mr. Plaggemars assisted in the preparation and implementation of an insolvency plan. The insolvency plan was filed with the competent court on 17 October 2017, approved by the creditors on 24 November 2017 and became legally binding on 15 January 2018. The insolvency was cancelled by court order on 22 February 2018. Creditors as at 30 June 2015 were approximately EUR 1.5 million.

In April 2015, Mr Plaggemars was appointed to the supervisory board of Ultrasonic AG, by exercise of an appointment right of DELPHI Unternehmensberatung AG after the company filed for insolvency on 11 March 2015. Ultrasonic AG was guarantor under a bank credit facility to Cathay United Bank for an amount of US$60 million. The company was dissolved by the opening of insolvency proceedings against its assets on 10 August 2016.

In December 2017, Mr. Plaggemars was appointed to the management board of S&O Beteiligungen AG (formerly S&O Agrar AG). Insolvency proceedings for S&O Agrar AG had been opened on 2 August 2016. Mr. Plaggemars was appointed to the management board of the former S&O Agrar AG in order to rescue the company within the framework of an insolvency plan. The insolvency plan was filed with the competent courts on 19 November 2018, approved by the creditors on 17 January 2019 and by the competent courts on 10 May 2019. The insolvency proceedings were terminated by court order on 14 June 2019.

In January 2018, Mr. Plaggemars was a member of the supervisory board of Biofrontera AG and was also on the management board of DELPHI Unternehmensberatung AG (“DELPHI”). At the request of the Regional Court of Cologne (Landgericht), Mr. Plaggemars had submitted in November 2018 a written statement in his capacity as member of the supervisory board of Biofrontera AG in a proceeding pending at the court in which DELPHI Unternehmensberatung AG (“DELPHI”) had applied for the appointment of a special auditor pursuant to Section 142 (2) AktG. In January 2019, the supervisory board of Biofrontera AG filed an application with the Cologne Local Court for Mr Plaggemars to be removed from its supervisory board on the grounds that solely the supervisory board of Biofrontera AG would have been authorised to issue a statement in November 2018. The application was upheld and consequently Mr Plaggemars was dismissed as a member of the supervisory board of Biofrontera AG in March 2019. In August 2024 Mr. Plaggemars was reappointed as a Supervisory Board Member of Biofrontera AG.

On 5 September 2018, Mr. Plaggemars was appointed to the management board of Snowbird AG following which a review was undertaken by the management board of the economic situation of the company, in particular the assets and liabilities of the company.  The management board determined that the company was insolvent and over-indebted and therefore filed for insolvency on 10 October 2018. The insolvency proceedings were opened by court order on 1 January 2019. The aim was to save the company by implementing an insolvency plan, but due to a major creditor voting against the insolvency plan, it could not be implemented and the company is currently being wound up by the insolvency administrator.

Mr. Plaggemars was appointed to the management board of Decheng Technology AG on 10 April 2019 with effect of 2 May 2019, following which a review was undertaken by the management board of the economic situation of the company, in particular the assets and liabilities of the company. The management board determined that the company was insolvent and over-indebted and therefore filed for insolvency on 27 May 2019. The insolvency proceedings were opened by court order on 10 October 2019. The aim is to rescue the company by implementing an insolvency plan, which has been approved by the creditor committee on 14 October 2020 but is still subject to certain conditions.

Mr. Plaggemars was appointed non-executive director of Wiluna Mining Corporation, an Australian incorporated gold producing company listed on the ASX listed, in July 2021. Following a change of management and a review of the company’s financial position, the board identified a significant funding deficit and made the decision to put the company into voluntary administration. The company is currently still in administration.

Mr. Plaggemars indirectly holds 6,667 Ordinary Shares, equating to approximately 0.04 per cent. of the Company’s enlarged issued share capital on Admission, but no options or warrants over Ordinary Shares.  There is no further information regarding Mr. Plaggemars that is required to be disclosed under the AIM Rules

Appendix 2 – PDMR Disclosures