Immunocore Prices Upsized Convertible
Senior Notes Offering
(OXFORDSHIRE, England & CONSHOHOCKEN, Penn.
& ROCKVILLE, Md, January 30, 2024) Immunocore Holdings plc
(Nasdaq: IMCR) today announced the pricing of $350.0 million
aggregate principal amount of 2.50% convertible senior notes due
2030 (the “notes”) in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). Immunocore also granted the initial
purchasers of the notes an option to purchase, for settlement
within a period of 13 days from, and including, the date the notes
are first issued, up to an additional $52.5 million aggregate
principal amount of the notes. The sale of the notes is expected to
close on February 2, 2024, subject to the satisfaction of customary
closing conditions. The offering was upsized from the previously
announced offering of $300.0 million aggregate principal amount of
convertible senior notes.
The notes will be senior, unsecured obligations
of Immunocore and will accrue interest at a rate of 2.50% per
annum, payable semi-annually in arrears on February 1 and August 1
of each year, beginning on August 1, 2024. The notes will mature on
February 1, 2030, unless earlier converted, redeemed or
repurchased.
Holders may convert all or any portion of their
notes at their option at any time prior to the close of business on
the business day immediately preceding the maturity date. Upon
conversion, Immunocore will deliver for each $1,000 principal
amount of converted notes a number of ordinary shares represented
by American Depositary Shares (the “ADSs”) (each currently
representing one of Immunocore’s ordinary shares), equal to the
conversion rate. The conversion rate will initially be 10.5601 ADSs
per $1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $94.70 per ADS). The initial
conversion price represents a premium of approximately 40.0% above
the last reported sale price of $67.64 per ADS on the Nasdaq Global
Select Market on January 30, 2024. The conversion rate will be
subject to adjustment in some events but will not be adjusted for
any accrued and unpaid interest. In addition, following certain
corporate events that occur prior to the maturity date or if
Immunocore delivers a notice of optional redemption or a notice of
tax redemption, Immunocore will, in certain circumstances, increase
the conversion rate for a holder who elects to convert its notes in
connection with such a corporate event or convert its notes called
(or deemed called) for redemption in connection with such notice of
optional redemption or notice of tax redemption, as the case may
be.
Immunocore may not redeem the notes prior to
February 5, 2027, except in the event of certain tax law changes as
described in the indenture that will govern the notes. Immunocore
may redeem for cash all or any portion of the notes (subject to
certain limitations), at its option, on or after February 5, 2027
if the last reported sale price of ADSs has been at least 130% of
the conversion price for the notes then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which Immunocore provides notice of optional redemption at
a redemption price equal to 100% of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the optional redemption date. No sinking fund is
provided for the notes.
If Immunocore undergoes a “fundamental change”
(as defined in the indenture that will govern the notes), then,
subject to certain conditions and limited exceptions, holders may
require Immunocore to repurchase for cash all or any portion of
their notes at a fundamental change repurchase price equal to 100%
of the principal amount of the notes to be repurchased, plus
accrued and unpaid interest to, but excluding, the fundamental
change repurchase date.
Immunocore estimates that the net proceeds from
the offering will be approximately $338.4 million (or approximately
$389.3 million if the initial purchasers exercise their option to
purchase additional notes in full), after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses payable by Immunocore. Immunocore intends to use the net
proceeds from the offering, together with its existing cash and
cash equivalents, to accelerate its clinical pipeline and for
ongoing commercial expansion. In addition, Immunocore intends to
repay in full loans outstanding under its loan agreement with
investment funds managed by Pharmakon Advisors, LP. Immunocore
intends to use any remaining proceeds for other working capital and
general corporate purposes.
The offer and sale of the notes, the ADSs
deliverable upon conversion of the notes and the ordinary shares
represented thereby have not been, and will not be, registered
under the Securities Act or any other securities laws, and the
notes, such ADSs and such shares cannot be offered or sold except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any other
applicable securities laws.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, the notes, the
ADSs deliverable upon conversion of the notes or the ordinary
shares represented thereby, nor will there be any sale of the
notes, such ADSs or such shares, in any state or other jurisdiction
in which such offer, sale or solicitation would be unlawful.
About Immunocore
Immunocore is a commercial-stage biotechnology
company pioneering the development of a novel class of TCR
bispecific immunotherapies called ImmTAX – Immune mobilizing
monoclonal TCRs Against X disease – designed to treat a broad range
of diseases, including cancer, autoimmune, and infectious disease.
Leveraging its proprietary, flexible, off-the-shelf ImmTAX
platform, Immunocore is developing a deep pipeline in multiple
therapeutic areas, including five clinical stage programs in
oncology and infectious disease, advanced pre-clinical programs in
autoimmune disease and multiple earlier pre-clinical programs.
Immunocore’s most advanced oncology TCR therapeutic, KIMMTRAK, has
been approved for the treatment of HLA-A*02:01-positive adult
patients with unresectable or metastatic uveal melanoma in the
United States, European Union, Canada, Australia, and the United
Kingdom.
Forward-Looking Statements
This press release contains forward-looking
statements that involve substantial risks and uncertainties. All
statements, other than statements of historical facts, included in
this press release, including, but not limited to, statements
regarding the offering, the anticipated completion and timing of
the offering and Immunocore’s expected use of proceeds from the
offering are forward-looking statements. These forward-looking
statements are based on Immunocore’s current expectations and
inherently involve significant risks and uncertainties. Immunocore
may not actually achieve the plans, carry out the intentions or
meet the expectations or projections disclosed in the
forward-looking statements, and you should not place undue reliance
on these forward-looking statements, which speak only as of the
date hereof. Actual results or events could differ materially from
the plans, intentions, expectations and projections disclosed in
the forward-looking statements. Various important factors could
cause actual results or events to differ materially from the
forward-looking statements that Immunocore makes, including the
following: risks and uncertainties related to completion of the
offering on the anticipated terms or at all; market conditions
(including market interest rates) and the satisfaction of customary
closing conditions related to the offering; and unanticipated uses
of capital. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to Immunocore’s business in general, see Immunocore’s
Annual Report on Form 20-F for the year ended December 31, 2022
filed with the U.S. Securities and Exchange Commission (“SEC”) on
March 1, 2023, as well as discussions of potential risks,
uncertainties, and other important factors in Immunocore’s
subsequent filings with the SEC. All information in this press
release is as of the date of the release, and Immunocore undertakes
no duty to update this information, except as required by law.
Important Information
This announcement is being distributed only to,
and is directed only at: (I) in the European Economic Area (“EEA”),
persons who are qualified investors as defined in Article 2 of
Regulation (EU) 2017/1129, as amended (the “Prospectus
Regulation”), and (II) in the United Kingdom (“UK”), persons who
are qualified investors as defined in the Prospectus Regulation as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended, who are (i) persons having
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”), or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of
the Order, all such persons together being referred to as “Relevant
Persons”. This announcement must not be acted on or relied upon (i)
in the EEA, by persons who are not qualified investors, and (ii) in
the UK, by persons who are not Relevant Persons. The notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such notes will be engaged in only
with, (A) qualified investors in the EEA, and (B) Relevant Persons
in the United Kingdom.
CONTACT:
ImmunocoreSébastien Desprez,
Head of CommunicationsT: +44 (0) 7458030732E:
sebastien.desprez@immunocore.com Follow on Twitter: @Immunocore
Investor Relations Clayton
Robertson, Head of Investor RelationsT: +1 215-384-4781E:
ir@immunocore.com
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