TIDMSCLP
RNS Number : 3656V
Scancell Holdings Plc
01 December 2023
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER
TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
1 December 2023
Scancell Holdings plc
("Scancell" or the "Company")
Results of Placing
Oversubscribed Placing upsized to GBP10.6 million with
significant participation from both existing and new healthcare
specialist investors
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer and infectious disease,
is pleased to announce the completion of a significantly
oversubscribed placing as announced by the Company yesterday on 30
November 2023 (the "Launch Announcement").
A total of 96,292,367 Placing Shares have been placed by Stifel
Nicolaus Europe Limited ("Stifel") and WG Partners LLP ("WG
Partners") at the Issue Price of 11 pence per Ordinary Share.
Concurrently with Placing, the Board Subscribers have subscribed
for 727,272 Subscription Shares pursuant to the Subscription at the
Issue Price.
Together, the Placing Shares and the Subscription Shares in
aggregate comprise 97,019,639 new Ordinary Shares, raising total
gross proceeds of approximately GBP10.7 million. The Issue Price
represents a discount of approximately 10.2 per cent. to the middle
market closing price of an Ordinary Share on 29 November 2023. The
Placing Shares and the Subscription Shares together represent
approximately 11.8 per cent. of the Existing Ordinary Shares.
Open Offer
The Company is also proposing to raise up to GBP 2.0 million
pursuant to the Open Offer. Subject to the completion of the
Capital Raise, and assuming full take-up under the Open Offer, the
Company will receive gross proceeds of approximately GBP 12.7
million.
Professor Lindy Durrant, Chief Executive Officer, commented:
" This oversubscribed and upsized placing, led by new
institutional and life science specialist investors, and our
existing investors, Redmile Group and Vulpes Investment Management,
further strengthens Scancell's financial position and ability to
increase shareholder value, and we thank them for their
support.
The funds raised today will further drive the Company's progress
with its lead programmes, including SCIB1, which recently
demonstrated an unprecedented objective response rate of 85% in
patients with unresectable melanoma in initial data from the SCOPE
study, and Modi-1 through its next clinical steps. Scancell is now
positioned to realise the value of its near-term data inflection
points, including the SCOPE study read out in H1 2024, as well as
potential licensing opportunities across its diversified pipeline
of cancer vaccines and therapeutic antibody technologies."
Related Party Transactions
Certain funds managed by Redmile Group LLC ("Redmile"), a
substantial Shareholder (as defined by the AIM Rules), has
subscribed for 28,242,552 Placing Shares at the Issue Price (the
"Redmile Related Party Transaction"). Vulpes Life Sciences Fund
("Vulpes"), a substantial Shareholder (as defined by the AIM
Rules), has subscribed for 2,181,818 Placing Shares at the Issue
Price (the "Vulpes Related Party Transaction").
In addition, certain of the Directors, being Dr Jean-Michel
Cosséry (Non-Executive Chairman) and Professor Lindy Durrant (Chief
Executive Officer and Executive Director) have conditionally agreed
to subscribe for an aggregate of 727,272 Subscription Shares in the
Subscription (the "Directors' Related Party Transaction" and,
together with the Redmile Related Party Transaction and the Vulpes
Related Party Transaction, the "Related Party Transactions").
The number of Placing Shares subscribed for by Redmile and
Vulpes pursuant to the Placing and the number of Subscription
Shares subscribed for by the Board Subscribers pursuant to the
Subscription, and their resulting shareholding on Second Admission,
are set out below:
At the date
of this announcement
Name Number of Percentage Number Number of Percentage
Existing of Existing of New Ordinary of Enlarged
Ordinary Ordinary Ordinary Shares held Issued Share
Shares Shares Shares post Second Capital*
subscribed Admission*
for
Redmile** 240,374,384 29.33% 28,242,552 268,616,936 28.73%
Vulpes 117,729,029 14.36% 2,181,818 119,910,847 12.83%
Dr Jean-Michel
Cosséry Nil Nil 454,545 454,545 0.05%
Professor
Lindy Durant 1,796,432 0.22% 272,727 2,069,159 0.22%
* These numbers and percentages are calculated assuming that the
Placing and the Subscription complete and the Open Offer Shares are
fully taken up by Qualifying Shareholders other than the Directors
and that none of the outstanding share options are exercised or
Convertible Loan Notes are converted. It also assumes that none of
the Directors take up their personal entitlements in the Open
Offer.
** excluding any potential conversion of the Convertible Loan
Notes
The participation by Redmile, Vulpes and certain of the
Directors in the Capital Raise will constitute related party
transactions for the purposes of the AIM Rules. Dr Sally Adams,
Susan Clement Davies and Dr Ursula Ney, being the independent
Directors for the purpose of the Capital Raise, having consulted
with the Company's nominated adviser, Stifel, considers that the
terms of the Related Party Transactions are fair and reasonable
insofar as Shareholders are concerned.
Admission, Total Voting Rights and Circular
An application has been made to London Stock Exchange plc for
the Placing Shares and the Subscription Shares to be admitted to
trading on AIM. It is expected that settlement of the Placing
Shares and the Subscription Shares and First Admission will become
effective and dealings in the Placing Shares and the Subscription
Shares will commence at 8.00 a.m. on 5 December 2023. The Placing
and the Subscription are conditional upon, among other things,
First Admission becoming effective.
The Placing Shares and the Subscription Shares, when issued,
will be credited as fully paid and will rank pari passu in all
respects with the Company's then existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue.
Following First Admission, the Company's enlarged issued
ordinary share capital will be 916,683,100 . 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 in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
A Circular, including further details of the Open Offer, is
expected to be dispatched to Qualifying Shareholders and (for
information only) to Excluded Overseas Shareholders who have
notified an address in the United Kingdom for the service of
documents in accordance with the Articles on 4 December 2023, and
will also be available on the Company's website at the same time at
www.Scancell.co.uk .
Stifel is acting as Sole Financial Adviser, Joint Bookrunner and
Nominated Adviser in relation to the Placing and WG Partners is
acting as Joint Bookrunner in relation to the Placing.
Capitalised terms used in this announcement have the meaning as
defined in the Launch Announcement unless otherwise stated.
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of the Company is
Professor Lindy Durrant, Chief Executive Officer.
For further information please contact:
+44 (0) 20 3727
Scancell Holdings plc 1000
Dr Jean-Michel Cosséry, Non-Executive Chairman +44 (0) 20 7886
Professor Lindy Durrant, CEO 2500
Stifel Nicolaus Europe Limited (Nominated Adviser
and Joint Broker)
Nicholas Moore/Samira Essebiyea/William Palmer-Brown
(Healthcare Investment Banking) +44 (0) 20 7710
Nick Harland/Nick Adams (Corporate Broking) 7600
WG Partners LLP (Joint Bookrunner)
David Wilson/Claes Spang/Sathesh Nadarajah/Erland +44 (0)20 3705
Sternby 9330
Panmure Gordon (UK) Limited (Joint Broker)
Freddy Crossley/Emma Earl (Corporate Finance) +44 (0) 20 7886
Rupert Dearden (Corporate Broking) 2500
ICR Consilium Tel.: +44 (0)
Mary-Jane Elliott/Matthew Neal/Chris Welsh 20 3709 5700
Scancell@consilium-comms.com
Notes for Editors
About Scancell
Scancell is a clinical stage biopharmaceutical company that is
leveraging its proprietary research, built up over many years of
studying the human adaptive immune system, to generate novel
medicines to treat significant unmet needs in cancer and infectious
disease. The Company is building a pipeline of innovative products
by utilising its four technology platforms: Moditope(R) and
ImmunoBody(R) for vaccines and GlyMab(R) and AvidiMab(R) for
antibodies.
Adaptive immune responses include antibodies and T cells (CD4
and CD8), both of which can recognise damaged or infected cells. In
order to destroy such cancerous or infected cells, Scancell uses
either vaccines to induce immune responses or monoclonal antibodies
(mAbs) to redirect immune cells or drugs. The Company's unique
approach is that its innovative products target modifications of
proteins and lipids. For the vaccines (Moditope(R) and
ImmunoBody(R)) this includes citrullination and homocitrullination
of proteins, whereas its mAb portfolio targets glycans or sugars
that are added onto proteins and / or lipids (GlyMab(R)) or
enhances the potency of antibodies and their ability to directly
kill tumour cells (AvidiMab(R)).
For further information about Scancell, please visit:
https://www.Scancell.co.uk/
For further details, please see the Company's website:
www.Scancell.co.uk
Important Notice
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States, Australia, Canada, New Zealand, Japan or the
Republic of South Africa or any other jurisdiction in which the
same would constitute a violation of the relevant laws or
regulations of that jurisdiction (each, a "Restricted
Jurisdiction"). The securities mentioned herein have not been, and
will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act"). The New Ordinary Shares may not be
offered or sold in the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There will be no
public offer of securities of the Company in the United States.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Stifel, WG Partners or by any of their respective affiliates,
directors, officers, employees, advisers or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed. Neither Stifel nor WG
Partners has authorised the contents of, or any part of, this
Announcement.
Stifel, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and no-one else
in connection with the Capital Raise and will not regard any other
person as a client in relation to the Capital Raise and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Capital Raise or any other matter referred to
herein. Its responsibilities as nominated advisor and joint broker
to the Company are owed to the London Stock Exchange and the
Company and its responsibilities as Joint Bookrunner are owed to
the Company, respectively, and not to any other person including,
without limitation, in respect of any decision to acquire New
Ordinary Shares in reliance on any part of this Announcement.
WG Partners, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and
no-one else in connection with the Capital Raise and will not
regard any other person as a client in relation to the Capital
Raise and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for
providing advice in relation to the Capital Raise or any other
matter referred to herein. Its responsibilities as Joint Bookrunner
are owed to the Company and not to any other person including,
without limitation, in respect of any decision to acquire New
Ordinary Shares in reliance on any part of this Announcement.
No public offering of New Ordinary Shares is being made in the
United Kingdom, any Restricted Jurisdiction or elsewhere. The
distribution of this Announcement and the offering of the New
Ordinary Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Stifel or WG Partners that
would permit an offering of such New Ordinary Shares or possession
or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Stifel and WG Partners to inform themselves about, and to
observe, such restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
There are matters set out within this Announcement that are
forward-looking statements. Such statements are only predictions,
and actual events or results may differ materially. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements, refer to the Company's
Annual Report and Accounts for the period ended 30 April 2023. None
of the Company, Stifel or WG Partners undertake any obligation to
update publicly, or revise, forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a pro t forecast or pro t estimate or to imply that the
earnings of the Company for the current or future nancial periods
will necessarily match or exceed the historical or published
earnings of the Company. The price of Ordinary Shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the Ordinary
Shares.
It is expected that any New Ordinary Shares in the Company to be
issued pursuant to the Capital Raise will not be admitted to
trading on any stock exchange other than to trading on AIM, a
market operated by the London Stock Exchange. This Announcement is
not an offering document, prospectus, prospectus equivalent
document or AIM admission document. It is expected that no offering
document, prospectus, prospectus equivalent document or AIM
admission document will be required in connection with the Capital
Raise and no such document has been or will be prepared or
submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Capital Raise.
Neither the content of the Company's website nor any links on
the Company's website is incorporated in, or forms part of, this
Announcement.
Product Governance Disclaimer
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary
Shares are: (a) 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 Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(b) eligible for distribution through all permitted distribution
channels (the "UK target market assessment"). Notwithstanding the
UK target market assessment, distributors should note that: the
price of the New Ordinary Shares may decline and investors could
lose all or part of their investment; the New Ordinary Shares offer
no guaranteed income and no capital protection; and an investment
in the New Ordinary 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 UK target market assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK target market
assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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
New Ordinary Shares. Each distributor is responsible for
undertaking its own UK target market assessment in respect of the
New Ordinary 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 New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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 the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the New Ordinary Shares. Furthermore,
it is noted that, notwithstanding the Target Market Assessment, the
Joint Bookrunners have only procured investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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END
ROIUAUVROKUURRA
(END) Dow Jones Newswires
December 01, 2023 02:00 ET (07:00 GMT)
Grafico Azioni Scancell (LSE:SCLP)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Scancell (LSE:SCLP)
Storico
Da Apr 2023 a Apr 2024
