TIDMFAB
RNS Number : 0485L
Fusion Antibodies PLC
28 April 2020
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information for the purposes of Article 7 under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR"). With the publication of this
announcement, this information is now considered to be in the
public domain.
28 April 2020
Fusion Antibodies plc
("Fusion" or the "Company")
Placing to raise GBP3.0 million, year end trading update and
notice of General Meeting
Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical
antibody discovery, engineering and supply for both therapeutic
drug and diagnostic applications, announces the placing of
3,333,333 new ordinary shares of 4p each in the Company ("Placing
Shares") at a price of 90p per share ("Placing Price") to raise
GBP3.0 million, before expenses (the "Placing"), to be undertaken
in two tranches. In addition, a further GBP492,511.50 has been
raised for selling shareholders (the "Selling Shareholders")
through the sale of 547,235 existing ordinary shares (the "Share
Sale").
Highlights
-- Placing substantially oversubscribed following demand from existing and new investors
-- To satisfy excess demand, a further 547,235 existing ordinary
shares that were subject to lock-in and orderly market agreements
which expired in December 2019 sold on behalf of Selling
Shareholders to new and existing investors at the Placing Price
-- Funds will be used to expand the existing proof-of-concept
work on the Mammalian Antibody Library to include COVID-19, the
existing oncology targets and for general working capital
purposes
-- The Placing Shares will represent approximately 13 per cent.
of the issued share capital of the Company, as enlarged by the
issue of the Placing Shares
-- Of the funds raised pursuant to the Placing, GBP1.0 million
is conditional on, inter alia, the approval of Shareholders at a
general meeting of the Company to be held on 15 May 2020 of
resolutions to provide authority to the Directors to issue and
allot further new ordinary shares otherwise than on a pre-emptive
basis, further details of which are set out below
-- Placing Shares are being subscribed for at a price of 90p per
share, representing a 27 per cent. discount to the Company's
closing mid-market share price on 27 April 2020.
Paul Kerr, CEO of Fusion Antibodies plc commented : "We are
delighted to be able to announce this oversubscribed placing which
will help us in our critical work. In these currently extremely
challenging times, we now have the resources to undertake the
additional proof-of-concept work on the Mammalian Antibody Library
Discovery Platform in respect of COVID-19, as well as for our
existing oncology targets, whilst continuing to support our clients
in their vital role. We remain confident that our products and
services can help to accelerate finding a solution to this global
health crisis."
Enquiries:
Fusion Antibodies plc www.fusionantibodies.com
Dr Paul Kerr, Chief Executive Officer Via Walbrook PR
James Fair, Chief Financial Officer
Allenby Capital Limited Tel: +44 (0)20 3328 5656
James Reeve / Asha Chotai
Walbrook PR Tel: +44 (0)20 7933 8780 or fusion@walbrookpr.com
Anna Dunphy Mob: +44 (0)7876 741 001
Paul McManus Mob: +44 (0)7980 541 893
Background to and reasons for the Placing
Background
As previously announced, a number of the Company's clients are
amongst the leading developers of therapeutic drugs and diagnostics
and are working on solutions related to COVID-19. The Company has
received a number of enquiries from its clients for services and is
well placed to assist in this vital area of development.
Further, the Company has an ongoing programme to develop a
Mammalian Antibody Library Discovery Platform (the "Library")
which, once live, is expected to reduce the length of time needed
for antibody drug development compared with conventional practices.
The Company's development programme on the Library is about to
enter the proof-of-concept stage.
In late 2019, the first cases of a new coronavirus infectious
disease, COVID-19, caused by the virus SARS-Cov-2 were detected in
China and, since then, the virus has spread into a global health
emergency. This presents an opportunity for the Company to test and
benchmark the Library in a real-world setting against an unmet
medical need. Effective vaccines, treatments, both prophylactic and
therapeutic, and diagnostic tests are required to produce a
long-term solution for this disease. The Company will aim to use
its antibody expertise and, in particular, the Library to
contribute towards finding a solution. The proof-of-concept
programme will involve validation against several therapeutic
indications encompassing COVID-19, together with other well
understood oncology targets. In addition to validating the Library
in readiness for commercialisation there is the potential to
develop successfully produced antibodies further for therapeutic
use in conjunction with commercial partners.
Commercial Benefits
The key objective for the Company is to achieve a significant
impact upon the commercial launch of the Library platform to a
global audience. The Directors believe that the enhanced reputation
of the Library from the rapid development of antibodies that
address the COVID-19 disease and other targets for therapeutic use
will enable the Company to maximise future returns from its
commercial application. Additionally, there is the possibility that
antibodies generated during the validation of the Library could be
developed further in collaboration with a commercial partner.
Reasons for the Placing
The race to find solutions to the current global health
emergency has begun and so the Directors believe that Company must
act swiftly to take this opportunity to demonstrate the
capabilities of its new technology. Given the current economic
uncertainty, the Directors consider that it is in the best
interests of the Company to undertake the Placing at the current
time, in order to provide the Company with the resources to
undertake the additional proof-of-concept work on the Library in
respect of COVID-19, as well as for the existing oncology targets,
whilst continuing to support its clients in their critical
work.
Use of proceeds
Whilst work on the Library project has already commenced, in
order to widen it to have an emphasis on COVID-19, the Company will
manage an extensive R&D program involving producing SARS-Cov-2
viral antigens, the synthesis and analysis of rational libraries of
antibodies and development using the Company's antibody engineering
platforms. In order to facilitate this work, the Company will be
required to recruit additional research scientists and make
corresponding alterations to workspace and laboratory
accommodation. New specialised equipment will be purchased and
third-party testing and validation will be employed to fully
develop the capabilities of the Library. The Company will use the
net proceeds of the Placing to undertake these actions, as well as
for general working capital purposes for the existing contract
services business.
Current trading and prospects
Year-end trading update
Notwithstanding the current COVID-19 pandemic and resulting
Government restrictions, trading remained strong throughout the
year to 31 March 2020 ("FY 2020"). The Company commenced the
commercialisation of its new RAMP(TM) service this year and this
has contributed materially to the revenues in FY 2020. Subject to
audit, the Company expects to report numbers for FY 2020 in line
with current market expectations, with revenue of not less than
GBP3.8 million. The Company ended FY 2020 with an unaudited cash
balance of GBP1.5 million.
As announced on 30 March 2020, the Company remains open and
fully operational and is conducting vital business, as usual, for
its customers. Like many other companies, the Company has
experienced short periods when a member of staff has had to
self-isolate as a result of COVID-19 symptoms or from being in
direct contact with a symptomatic person. If well, staff are
endeavouring to continue to work from home during periods of
isolation, and all affected staff have returned to work after the
quarantine period. As the Company's laboratories and offices are
all contained within one building, hygiene practices were already
strong. To provide a safer environment with better social
distancing for the Company's laboratory-based scientists, all other
staff who can work from home have been doing so for several
weeks.
As noted above, Fusion's clients include developers of
therapeutic drugs and diagnostics, a number of whom are working on
solutions relating to COVID-19 and/or Acute Respiratory Distress
Syndrome. The Company is well positioned to continue to provide
outsourced services to these clients and is pleased to note that
one of the projects in which the Company has an interest in future
royalties has been developed for this therapeutic area.
Outlook
Whilst the current economic uncertainty resulting from the
COVID-19 pandemic and resultant restrictions mean that it is not
possible to predict with accuracy what the impact will be on Fusion
for the forthcoming financial period, the Board believes, for the
reasons set out above, that the Company is well positioned to
continue to trade with limited impact on its service provision.
Further, it provides an opportunity for the Company to try to
contribute to a solution to the COVID-19 pandemic by supporting its
clients and completing a proof-of-concept on the Library using
antibodies that may be able to address the COVID-19 disease.
Details of the Placing
The Company has conditionally raised GBP3.0 million (before
expenses) by way of the Placing of 3,333,333 ordinary shares of 4p
each ("Ordinary Shares") at a price of 90 pence per Ordinary Share
in two tranches as to: i) 2,209,119 Placing Shares (the "First
Placing Shares"); and ii) 1,124,214 Placing Shares (the "Second
Placing Shares").
The issue and allotment of the First Placing Shares has been
conducted utilising the Company's existing share authorities and is
conditional, inter alia, on admission of the First Placing Shares
to trading on AIM ("First Admission") becoming effective.
The issue and allotment of the Second Placing Shares is
conditional, inter alia, upon the passing of certain resolutions
(the "Resolutions") at a general meeting of the Company (the
"General Meeting") to provide sufficient authority to enable
allotment of the Second Placing Shares and disapply pre-emption
rights which would otherwise apply to the allotment of the Second
Placing Shares and admission of the Second Placing Shares to
trading on AIM ("Second Admission") becoming effective.
Allenby Capital Limited acted as the Company's sole broker to
the Placing. The Placing Shares, when issued and fully paid, will
rank pari passu in all respects with the existing ordinary shares
of 4p each of the Company.
The First Placing is not conditional on the Second Placing.
Should the Resolutions not be passed at the General Meeting, the
Second Placing will not proceed. The Share Sale is conditional on
the First Placing.
Share Sale and holdings in Company
In addition to the Placing, a further 547,235 existing Ordinary
Shares in the Company have been placed with new and existing
investors on behalf of certain Shareholders of the Company whose
shares were subject to orderly market agreements which expired in
December 2019. The shares were sold at the Placing Price, raising a
total of GBP492,511.50 for the Selling Shareholders (before
expenses).
Under the Share Sale and subject to settlement, Crescent Capital
II LP has sold 428,910 Ordinary Shares at the Placing Price, and
Crescent Capital III LP has sold 118,325 Ordinary Shares at the
Placing Price. Colin Walsh, Non-Executive Director of Fusion, is
Chief Executive and founder of Crescent Capital NI Limited, which
is the fund manager for Crescent Capital II LP and Crescent Capital
III LP. Following the sale of the shares, Crescent Capital II LLP
holds 2,223,415 Ordinary Shares, and Crescent Capital III LLP holds
613,382 Ordinary Shares, representing 10.06% and 2.78% of the
Company's existing share capital, respectively.
Director Dealings
Certain directors of the Company are purchasing Existing
Ordinary Shares in the Share Sale as set out below:
Name Existing Ordinary Ordinary shares Percentage held
Shares being purchased on First Admission of enlarged share
capital on First
Admission
Alan Mawson, NED 15,012* 144,000 0.59
Sonya Ferguson,
NED 6,667** 66,757 0.27
*These Ordinary Shares were acquired by Dr Mawson's pension
fund
** These Ordinary Shares were acquired by Sonya Ferguson's
pension fund
The FCA notifications, made in accordance with the requirements
of the EU Market Abuse Regulation, are appended below.
Notice of General Meeting
The notice convening the General Meeting, to be held at 10:00
a.m. on 15 May 2020 at the Company's offices, Springbank Road,
Springbank Industrial Estate, Belfast, BT17 0QL will today be
posted to Shareholders. The General Meeting will include the
Resolutions which if approved, will provide further share allotment
authority to the Directors and disapply statutory pre-emption
rights in relation to the allotment of the Second Placing Shares
and will enable the Company to complete the Second Placing.
The Board of the Company considers the Placing to be in the best
interests of the Company and its Shareholders as a whole and
therefore the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions, as they intend to do so in
respect of their own shareholdings of, in aggregate, 1,509,098
Ordinary Shares, representing approximately 6.83% of the Company's
existing share capital.
Important notice re COVID-19
The Company is closely monitoring the impact of the COVID-19
outbreak in the United Kingdom. As a result of the Government
restrictions placed on public gatherings and the general
uncertainty about any additional and/or alternative measures that
may be put in place, in line with the Company's article articles of
association, the Board will be restricting Shareholders from
attending the General Meeting in the interest of security.
As Shareholders or their proxies will not be allowed to attend
the General Meeting in person, the Board strongly encourages
Shareholders to appoint the Chair of the General Meeting as their
proxy and provide voting instructions in advance, either
electronically or by using the form of proxy which Shareholders
will receive.
The Company encourages its Shareholders to check its website
regularly for the latest information on its engagement with
Shareholders and arrangements for the General Meeting.
Total voting rights
Application has been made to the London Stock Exchange for the
First Placing Shares to be admitted to trading on AIM. It is
expected that First Admission will become effective and that
dealings in the Placing Shares on AIM will commence on or around 13
May 2020.
On First Admission, the Company will have 24,300,311 ordinary
shares of 4p each in issue, each with one voting right. There are
no shares held in treasury. Therefore, the Company's total number
of ordinary shares and voting rights will be 24,300,311 and this
figure may be used by Shareholders from First Admission 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
On Second Admission, the Company will have 25,424,525 ordinary
shares of 4p each in issue, each with one voting right. There are
no shares held in treasury. Therefore, the Company's total number
of ordinary shares and voting rights will be 25,424,525 and this
figure may be used by Shareholders from Second Admission 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
The following notification, made in accordance with the
requirements of the EU Market Abuse Regulation, gives further
details.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Alan Mawson
-------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------- ----------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Fusion Antibodies plc
-------------------------- ----------------------------------------------
b) LEI 213800KBAYRC9VOQ9V39
-------------------------- ----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the Ordinary shares of 4p each in Fusion
financial instrument, Antibodies plc
type of instrument Identification code (ISIN) for Fusion
Identification code Antibodies plc ordinary shares: GB00BDQZGK16
-------------------------- ----------------------------------------------
b) Nature of the transaction Purchase of shares
-------------------------- ----------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
90p 15,012
----------
-------------------------- ----------------------------------------------
d) Aggregated information: N/A
- Aggregated volume
- Price
-------------------------- ----------------------------------------------
e) Date of the transaction 28 April 2020
-------------------------- ----------------------------------------------
f) Place of the transaction London Stock Exchange, XLON
-------------------------- ----------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Sonya Ferguson
-------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------- ----------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Fusion Antibodies plc
-------------------------- ----------------------------------------------
b) LEI 213800KBAYRC9VOQ9V39
-------------------------- ----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the Ordinary shares of 4p each in Fusion
financial instrument, Antibodies plc
type of instrument Identification code (ISIN) for Fusion
Identification code Antibodies plc ordinary shares: GB00BDQZGK16
-------------------------- ----------------------------------------------
b) Nature of the transaction Purchase of shares
-------------------------- ----------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
90p 6,667
----------
-------------------------- ----------------------------------------------
d) Aggregated information: N/A
- Aggregated volume
- Price
-------------------------- ----------------------------------------------
e) Date of the transaction 28 April 2020
-------------------------- ----------------------------------------------
f) Place of the transaction London Stock Exchange, XLON
-------------------------- ----------------------------------------------
About Fusion Antibodies plc
Fusion is a Belfast based contract research organisation ("CRO")
providing a range of antibody engineering services for the
development of antibodies for both therapeutic drug and diagnostic
applications.
The Company's ordinary shares were admitted to trading on AIM on
18 December 2017. Fusion provides a broad range of services in
antibody generation, development, production, characterisation and
optimisation. These services include antigen expression, antibody
production, purification and sequencing, antibody humanisation
using Fusion's proprietary CDRx (TM) platform and the production of
antibody generating stable cell lines to provide material for use
in clinical trials. Since 2012, the Company has successfully
sequenced and expressed over 250 antibodies and successfully
completed over 100 humanisation projects and has an international,
blue-chip client base, which has included eight of the top 10
global pharmaceutical companies by revenue.
The Company was established in 2001 as a spin out from Queen's
University Belfast. The Company's mission is to enable
pharmaceutical and diagnostic companies to develop innovative
products in a timely and cost-effective manner for the benefit of
the global healthcare industry. Fusion Antibodies provides a broad
range of services in antibody generation, development, production,
characterisation and optimisation.
Fusion Antibodies growth strategy is based on combining the
latest technological advances with cutting edge science to deliver
new platforms that will enable Pharma and Biotechs get to the
clinic faster, with the optimal drug candidate and ultimately speed
up the drug development process.
The global monoclonal antibody therapeutics market was valued at
$135.4 billion in 2018 and is forecast to surpass $212.6 billion in
2022, an increase at a CAGR of 12.0 per cent. for the period 2018
to 2022. In 2017, seven of the world's ten top selling drugs were
antibody-based therapeutics with the combined annual sales of these
drugs exceeding $63.2 billion.
Information to Distributors
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
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing 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,
investors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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 Placing and Subscription. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, only investors who
have met the criteria of professional clients and eligible
counterparties have been procured. 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 Placing Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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