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RNS Number : 4604Y
MaxCyte, Inc.
13 May 2021
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MAXCYTE, INC. OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF MAXCYTE, INC.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Consolidation of Trading Lines
Gaithersburg, Maryland - 13 May 2021: MaxCyte (LSE: MXCT, MXCL,
MXCN), the leading commercial cell engineering company focused on
providing enabling platform technologies to advance innovative
cell-based research as well as next-generation cell therapeutic
discovery, development and commercialization, announces the
consolidation of two of its lines of Common Stock into a single
unrestricted line of Common Stock (MXCT). This will be effected by
the transfer of all stock comprising the Regulation S restricted
trading line (MXCL) to the unrestricted Common Stock (MXCT) trading
line ("Consolidation").
This is in accordance with the Company's previously stated
intention that the two lines of Common Stock would be consolidated
following expiration of the distribution compliance period in
relation to new shares issued by the Company on 22 May 2020.
Further details on the restrictions and distribution compliance
period are set out below. The consolidation is intended to help
both trading liquidity and transparency for shareholders. The move
will result in the cancellation of trading of the Regulation S
restricted trading line MXCL (ISIN Number USU575803072 ).
Currently MaxCyte common stock of $0.01 par each ("Common
Stock") are held as:
(i) unrestricted Common Stock trading under the symbol MXCT
(ISIN number US57777K1060)
(ii) restricted Common Stock trading under the symbol MXCL (
ISIN number USU575803072 )
(iii) restricted Common Stock trading under the symbol MXCN (
ISIN number USU575801258 )
The number of unrestricted shares of Common Stock trading under
the symbol MXCT is 74,454,534; the number of restricted shares of
Common Stock trading under the symbol MXCL is 9,900,089 and the
number of restricted shares of Common Stock trading under the
symbol MXCN is 330,000.
The Consolidation will have a record date of 21 May 2021 and
will be effective from 24 May 2021, following which 84,354,623
MaxCyte Common Stock will be held as unrestricted shares in MXCT .
The number of restricted shares of Common Stock trading under the
symbol MXCN will remain as 330,000 for the remainder of the
applicable distribution compliance period.
Further details regarding the restricted shares
As stated in the Company's circular dated 1 May 2020 (relating
to the issue of new common stock on 22 May 2020), the Company has
intended to transfer the restricted shares held by non-affiliates
(as defined under the US Securities Act of 1933, as amended (the
"Securities Act")) of the Company (including those holders who are
affiliates only by virtue of their position as an officer or
director of the Company) held through the MXCL line to the
unrestricted line of Common Stock. As this includes all of the
restricted shares trading under symbol MXCL, the Company will also
be cancelling the restricted trading line MXCL.
While the restricted shares on the trading line MXCL are
identical in all respects to the Company's Common Stock, free from
all liens, charges and encumbrances of any kind, during the
"distribution compliance period", (as set out under Regulation S
under the Securities Act) they are subject to the conditions listed
under section 903(b)(3), or Category 3, of Regulation S. This
restricted line of Common Stock under the symbol MXCL is held in
the CREST system and has been segregated within CREST identified
with the marker "REG S" and ISIN USU575803072 . Those shares may
not be offered or sold to, or for the account or benefit of, US
Persons (as defined under the Securities Act) during the
distribution compliance period.
The distribution compliance period will end on 21 May 2021 and
the restricted Regulation S trading line with the symbol MXCL and
ISIN USU575803072 will cease trading at 4:30pm on 21 May 2021. All
shareholders on the MXCL share register at 6:00pm on 21 May 2021
will have their shareholding in Common Stock transferred to the
non-restricted share register. From 24 May 2021, 84,354,623
unrestricted MaxCyte Common Stock will trade under the symbol MXCT,
ISIN number US57777K1060 and 330,000 restricted MaxCyte Common
Stock will trade under the symbol MXCN, ISIN number USU575801258 .
Shareholders who hold shares in paper certificate format will be
sent replacement share certificates within ten business days.
About MaxCyte
About MaxCyte
MaxCyte is a leading commercial cell engineering company focused
on providing enabling platform technologies to advance innovative
cell-based research as well as next-generation cell therapeutic
discovery, development and commercialization. MaxCyte's existing
customer base ranges from large biopharmaceutical companies,
including all of the top 10, and 20 of the top 25, pharmaceutical
companies based on 2020 global revenue, to hundreds of
biotechnology companies and academic centers focused on
translational research. MaxCyte has granted 12 strategic platform
licenses to commercial cell therapy developers. Including these
strategic platform licenses, MaxCyte has granted research and
clinical licenses with academic and industry customers covering
over an estimated 140 programs, and clinical licenses with academic
and industry customers covering over an estimated 100 programs
being developed for use in humans. MaxCyte was founded in 1998 and
is headquartered in Gaithersburg, Maryland, US.
For more information, visit: www.maxcyte.com.
For further information, please contact:
MaxCyte Inc. + 1 301 944 1660
Doug Doerfler, President and Chief Executive Officer
Amanda Murphy, Chief Financial Officer
Nominated Adviser and Joint Corporate Broker +44 (0)20 7886 2500
Panmure Gordon
Emma Earl / Freddy Crossley
Corporate Broking
Rupert Dearden
Joint Corporate Broker
Numis Securities Limited +44 (0)20 7260 1000
James Black / Duncan Monteith / Matthew O'Dowd
Joint Corporate Broker
Stifel Nicolaus Europe Limited +44 (0) 20 7710 7600
Healthcare Investment Banking
Nicholas Moore / Ben Maddison / Samira Essebiyea
Corporate Broking
Nick Adams
Financial PR Adviser + 44 (0)203 709 5700
Consilium Strategic Communications maxcyte@consilium--comms.com
Mary-Jane Elliott
Chris Welsh
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