Proposed Acquisition and Temporary Suspension

Bay Capital suspends trading as it moves to acquire Plenty Biologics in a £40m all-share deal.

What the company is saying

Bay Capital Plc is announcing a proposed acquisition of Plenty Biologics Limited, entering into non-binding heads of terms to acquire the entire issued and to be issued share capital. The company frames this as a strategic move to access the biosimilars market, citing an estimated US$234 billion market opportunity through 2034 as biologics lose patent protection. The acquisition consideration is entirely in shares, with 266.7 million new Bay Capital shares to be issued at 15 pence per share, valuing Plenty Biologics at £40 million and Bay Capital’s existing share capital at £10.5 million. Bay Capital plans to raise approximately £5 million in incremental growth capital via a placing to support the enlarged group. The announcement highlights established partnerships with Alloy Therapeutics, Wheeler Bio, Spannerwerks, and Vantage, and details board changes upon completion, including the appointment of Plenty Biologics’ CEO Jake Schofield and COO Alasdair Thong. The tone is optimistic, emphasizing regulatory tailwinds and capital efficiency, but repeatedly notes that the agreement is preliminary and subject to multiple conditions.

What the data suggests

The disclosed figures show a proposed acquisition valuing Plenty Biologics at £40 million, with the deal to be settled by issuing 266.7 million new Bay Capital shares at 15 pence each. Bay Capital’s current share capital is valued at £10.5 million. The company intends to raise around £5 million in new capital to fund growth. The cited US$234 billion market opportunity is a sector-wide projection for biosimilars as patents expire through 2034, not a revenue forecast for the company. David Williams, Bay Capital’s Non-Executive Chairman, is both an investor in Plenty Biologics and a holder of £290,000 in convertible loan notes, convertible into about 23,200 shares, and is set to receive 16.6 million Consideration Shares (worth £2.5 million). Wheeler Bio and Vantage will each hold about 3.9% of Plenty Biologics’ fully diluted share capital at completion. The principal sellers’ shares will be locked up for 12 months, followed by a 12-month orderly market period. Trading in Bay Capital shares was suspended at 7.30 a.m. on October 20, 2026, pending completion. The acquisition is at a non-binding stage, with completion subject to due diligence, regulatory and shareholder approvals, a successful placing, and readmission to the Official List. No operational revenue, profit, or pipeline milestones for Plenty Biologics are disclosed; the company is pre-revenue and focused on its first monoclonal antibody program.

Analysis

The announcement is positive in tone, highlighting a proposed acquisition and a large estimated market opportunity (US$234 billion by 2034). However, the majority of key claims are forward-looking: the acquisition is not yet definitive (only heads of terms signed), the capital raise is planned but not completed, and the market opportunity is aspirational rather than realised. There is no disclosure of revenue, profit, or operational performance for Plenty Biologics, nor any evidence of current commercialisation or earnings impact. The transaction involves a significant capital outlay (Plenty Biologics valued at £40 million, £5 million to be raised), but the benefits are long-dated and highly contingent on successful completion of multiple conditions. The narrative inflates the signal by referencing the total addressable market and future access, without substantiating near-term revenue or profit potential. The data supports only that a non-binding agreement has been reached and that share trading is suspended pending further steps.

Risk flags

• ●The transaction is at a preliminary, non-binding stage, with completion dependent on due diligence, definitive agreements, regulatory and shareholder approvals, and a successful £5 million capital raise. Failure at any stage would halt the acquisition and could delay or prevent value realisation.
• ●The cited US$234 billion market opportunity reflects the total addressable market for biosimilars as a sector, not a guaranteed or attributable revenue stream for Bay Capital or Plenty Biologics. The company provides no evidence of current commercial traction or pipeline progress.
• ●Plenty Biologics is pre-revenue and focused on early-stage biosimilar development. There is no disclosure of existing products, revenue, or near-term commercialisation, making the financial upside highly contingent on successful execution and regulatory approvals.
• ●Trading in Bay Capital shares is suspended pending completion, which may limit liquidity and flexibility for current shareholders until the transaction is resolved. If the deal fails, trading may resume, but the company would still need to complete a qualifying transaction by July 30, 2027.
• ●David Williams, the Non-Executive Chairman, is a related party with significant financial exposure to the transaction, including convertible loan notes and a large shareholding. While his involvement signals alignment, it does not guarantee institutional follow-through or deal completion.

Bottom line

Bay Capital is attempting a transformative acquisition of Plenty Biologics, valued at £40 million in an all-share deal, and will raise an additional £5 million to fund growth. The announcement is optimistic about the biosimilars sector, referencing a US$234 billion market opportunity by 2034, but provides no evidence of current revenue, product pipeline, or commercial milestones for Plenty Biologics. The deal is at a non-binding stage and subject to extensive conditions, including regulatory, shareholder, and capital-raising hurdles. Trading in Bay Capital shares is suspended until the transaction progresses, which introduces liquidity and execution risk. The involvement of related parties and sector partners adds credibility but does not guarantee success. Investors should focus on whether the company can move from heads of terms to a binding agreement, complete the capital raise, and provide concrete operational progress in future disclosures.

Announcement summary

(LSE:BAY) Bay Capital Plc has entered into heads of terms to acquire the entire issued and to be issued share capital of Plenty Biologics Limited. The proposed acquisition targets an asset-centric, virtual developer of biologic medicines focused on biosimilars, particularly biosimilar monoclonal antibodies. The transaction facilitates access to an estimated US$234 billion market opportunity over the next several years to 2034, as biologics lose patent protection and regulatory changes support capital-efficient biosimilar development. Plenty Biologics is valued at £40 million on a debt-free basis, with the consideration to be settled entirely through the issuance of 266.7 million new Bay Capital shares at 15 pence per share, valuing Bay Capital's existing issued share capital at £10.5 million. Bay Capital plans to raise approximately £5 million of incremental growth capital through a placing to support the enlarged group's growth plan. Plenty Biologics has established partnerships with Alloy Therapeutics, Wheeler Bio, Spannerwerks, and Vantage. Wheeler Bio and Vantage are investors in Plenty Biologics and will each hold approximately 3.9% of the fully diluted issued share capital at completion. David Williams, Non-Executive Chairman of Bay Capital, is also an investor in Plenty Biologics and is expected to hold approximately 3.9% of the fully diluted issued share capital at completion, as well as £290,000 of convertible loan notes convertible into approximately 23,200 shares in Plenty Biologics upon completion. David Williams would receive approximately 16.6 million Consideration Shares, valued at approximately £2.5 million at 15 pence per share. The principal sellers' Consideration Shares are expected to be subject to a twelve-month lock-up followed by a further twelve-month orderly market period. Upon completion, 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 Bay Capital, with David Williams and Tony Morris continuing as Non-Executive Chairman and Non-Executive Director, respectively. The heads of terms are non-binding except for certain provisions, including exclusivity for 150 days. The proposed acquisition is conditional on due diligence, definitive agreements, regulatory and shareholder approvals, successful completion of the placing, and readmission to the Official List. Trading in Bay Capital's ordinary shares was suspended at 7.30 a.m. on 20 October 2026, pending completion of the acquisition. Upon completion, Bay Capital's listing in the equity shares (shell companies) category is expected to be cancelled, and application will be made for admission to the equity shares (commercial companies) category. If the acquisition does not complete, trading is expected to recommence subject to FCA approval. The company is required to complete an initial transaction by 30 July 2027. Tony Morris, Non-Executive Director, considers the proposed acquisition to be in the best interests of shareholders. The announcement contains inside information under UK MAR, and Tony Morris is responsible for its release.

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