LONDON: Bay Capital Plc has entered into heads of terms (HoT) to acquire the entire issued and to be issued share capital of Plenty Biologics Limited.

Bay Capital Plc has entered into heads of terms (HoT) to acquire the entire issued and to be issued share capital of Plenty Biologics Limited, an asset-centric, virtual developer of biologic medicines currently focused on biosimilars, particularly biosimilar monoclonal antibodies.

The proposed acquisition positions the enlarged group to access an estimated US$234 billion market opportunity over the next several years to 2034, as biologics come off patent and regulatory tailwinds support the capital-efficient development of highly similar versions of approved biologic medicines without the risk of novel drug discovery.

Plenty Biologics benefits from established partnerships with leading development partners, including Alloy Therapeutics, Wheeler Bio, Spannerwerks and Vantage.

Under the terms of the deal, Plenty Biologics is valued at £40 million on a debt-free basis, with consideration to be settled entirely through the issuance of 266.7 million new Bay Capital shares at 15 pence per ordinary share (the “Consideration Shares”). The issue price values Bay Capital’s existing issued share capital at £10.5 million.

Concurrently, Bay Capital intends to raise in the region of £5 million of incremental growth capital through a placing (the “Placing”) to facilitate the enlarged group’s growth plan, augmenting existing Company and Plenty Biologics’ cash resources.

David Williams, Non-Executive Chairman of the Company commented: “We are thrilled to have agreed heads of terms with Jake, Ally and the wider Plenty Biologics team on their partnership with Bay Capital. We believe the market opportunity for biosimilars is considerable, and with Plenty Biologics, we have domain expertise ideally positioned to grow a substantial portfolio of biosimilar IP rights in a capital efficient way, leading to multiple licensing opportunities without the risk of novel drug development.

“As an early investor in Plenty Biologics, I have had the benefit of seeing firsthand the development work undertaken by the team and the tremendous value opportunity that Jake and Ally have created to date. We consider it rare that such innovative, high growth companies are coming to London but the highly differentiated approach that Plenty Biologics offers, allied to its international commercial partnerships and the institutional and global capital support for the strategy, means this could provide a compelling opportunity for the enlarged group’s shareholders as a whole.

“Biosimilars are little known outside of the specialist pharma industry, however their significance will soon be appreciated by a wider audience as their potential becomes evident.”

Jake Schofield, Chief Executive Officer and Co-Founder of Plenty Biologics commented: “I am delighted for Plenty Biologics and our partners to reach this interim milestone in the company’s development. Biologics are where modern medicine has made its biggest gains in cancer, autoimmune disease and diabetes, yet they reach only a small proportion of the world’s population. By scaling Plenty Biologics through proven mechanisms and established manufacturing routes, we can reduce the cost of proven, highly effective therapeutics, making these medicines available to patients that would otherwise not have access.

“Partnering with Bay Capital and listing in London gives us an ideal opportunity from which we can grow a highly repeatable industrialised IP platform, generating returns for shareholders not based on biology risk but on executing our plan based on already approved drugs.”

Background to Plenty Biologics

Plenty Biologics is a biosimilars development company focused on capital efficient biosimilars development. Plenty Biologics aims to develop biosimilar versions of off-patent biologic drugs, retain the IP from those drugs and licence them into territories that currently cannot access these therapeutics.

Over the next several years to 2034, it is estimated that 118 biologics with US$234 billion of pre-expiry US sales are losing patent protection, creating a substantial opportunity for biosimilars. Since 2025, there has been a clear trend towards a more favourable regulatory environment for biosimilars development, with both the Food and Drug Administration (“FDA”) and European Medicines Agency moving towards regulatory frameworks that would make it quicker and cheaper to develop biosimilar monoclonal antibody drugs. This includes draft FDA guidance proposing a reduced role for comparative efficacy studies, an expanded scope for the FDA to accept foreign clinical data, and a greater reliance on pre-clinical data as opposed to clinical data to evidence biosimilarity, in each case subject to adequate scientific justification. More recently, further market tailwinds have benefited the sector as a result of sovereign nations seeking to reduce their reliance on imported therapeutics, as it is estimated that a majority of countries do not produce their own biologics.

Plenty Biologics is currently pre-revenue and is focused on the development of its first immunology monoclonal antibody programme, which is currently underway. Plenty Biologics’ has a strategic and commercial partnership with VC-backed Alloy Therapeutics (“Alloy”), where it has partnered on biological development, as well as giving the company access to the wider Alloy ecosystem. Alloy is a US based company that is building the world’s first fully integrated product development organisation, and through access to it ecosystem, has enabled Plenty Biologics to partner with portfolio companies including Wheeler Bio for chemistry, manufacturing and controls, and Spannerwerks for product development and launch support. Outside of Alloy, Plenty Biologics also partners with the sovereign backed clinical trials organisation Vantage, which offers FDA-aligned protocols, 2-3x faster cohort enrolment, at a cost which is typically 70-80 per cent. less than running traditional western clinical trials. Wheeler Bio and Vantage are investors in Plenty Biologics and will each hold approximately 3.9 per cent. of the fully diluted issued share capital of Plenty Biologics at completion.

David Williams, Non-Executive Chairman of the Company, is an investor in Plenty Biologics and is expected to hold approximately 3.9 per cent. of the fully diluted issued share capital of Plenty Biologics at completion. He also holds an interest in £290,000 of convertible loan notes issued by Plenty Biologics which are convertible into approximately a further 23,200 shares in Plenty Biologics upon completion of the Proposed Acquisition.

On the basis of the terms of the Heads of Terms, David Williams would receive approximately 16.6 million Consideration Shares, with a value of approximately £2.5 million at 15 pence per ordinary share. As David Williams is considered a related party of the Company, the Proposed Acquisition will constitute a material related party transaction for the purposes of DTR 7.3, as applied to the Company by UKLR 13.3.25R. In accordance with UKLR 13.3.3R, David Williams has not taken, and will not take, part in the board’s consideration of, or vote on, the Proposed Acquisition. The Company will make a further announcement containing the information required by DTR 7.3.8R(1) no later than when the terms of the Proposed Acquisition are agreed.

Heads of Terms

Under the Heads of Terms, Plenty Biologics is being acquired for £40 million on a debt free basis (but including any cash in the business at the time of completion). It is proposed that the total consideration for the acquisition shall be settled 100 per cent. through the issuance of new ordinary shares of the Company at 15 pence per ordinary share. The Consideration Shares held by the principal sellers are expected to be subject to a twelve month lock-up following completion, followed by a further twelve month orderly market period.

On completion, it is proposed that (subject to appropriate approvals) Jake Schofield (Chief Executive Officer of Plenty Biologics) and Alasdair Thong (Chief Operating Officer and President R&D of Plenty Biologics) will be appointed to the board of the Company, and that one or more additional independent Non-Executive Directors will be appointed. It is also proposed that David Williams and Tony Morris will continue their respective appointments as Non-Executive Chairman and Non-Executive Director.

The Heads of Terms are non-binding, and subject to contract, save for certain provisions, including exclusivity, confidentiality, costs and governing law. Under the exclusivity provisions, the sellers have undertaken not to solicit or engage in discussions with third parties in relation to an alternative transaction for a period of 150 days from signing of the Heads of Terms, subject to earlier termination in certain circumstances.

It is anticipated that concurrently with the Proposed Acquisition, the Company will conduct a Placing in order to raise in the region of £5 million of incremental growth capital to facilitate the enlarged group’s growth plan, alongside existing Bay Capital and Plenty Biologics cash resources.