TIDMONC
RNS Number : 2612J
Oncimmune Holdings PLC
09 December 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ONCIMMUNE HOLDINGS PLC 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 ONCIMMUNE
HOLDINGS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
12 December 2022
Oncimmune Holdings plc
("Oncimmune" or the "Company")
Extension of Capital Raising
Oncimmune Holdings plc (AIM: ONC.L), the leading global
immunodiagnostics group, announces that the closing of the Capital
Raising announced at 2.00 p.m. on 7 December 2022, is now extended
to 4.30 p.m. on Tuesday 13 December. This extension has been made
to allow management to update shareholders on the Company's recent
progress and to provide additional time to participate in the
Placing.
Admission of the Capital Raising Shares is now expected to
become effective, and dealings in such shares to commence, at 8.00
a.m. on Friday 16 December 2022.
For further information:
Oncimmune Holdings plc
Dr Adam M Hill, Chief Executive Officer
Matthew Hall, Chief Financial Officer
contact@oncimmune.co.uk
Singer Capital Markets (Nominated Adviser, Joint Broker and
Bookrunner)
Aubrey Powell, Harry Gooden, George Tzimas, James Fischer
+44 (0)20 7496 3000
WG Partners (Joint Broker)
David Wilson, Nigel Barnes, Erland Sternby
+44 (0)20 3705 9321
About Oncimmune
ImmunoINSIGHTS Service Business
Oncimmune is a leading immunodiagnostics developer, primarily
focused on the growing fields of immuno-oncology, autoimmune
disease and infectious diseases. The ImmunoINSIGHTS service
business leverages Oncimmune's technology platform and
methodologies across multiple diseases, to offer life-science
organizations actionable insights for therapies across the
development and product lifecycle. Our core immune-profiling
technology is underpinned by our library of over eight thousand
immunogenic proteins, one of the largest of its kind. This helps
identify trial participants and patients into clinically relevant
subgroups, enabling development of targeted and more effective
treatments.
Oncimmune's ImmunoINSIGHTS service business is based at the
Company's discovery research centre in Dortmund, Germany. The
business platform enables life science organizations to optimize
drug development and delivery, leading to more effectively targeted
and safer treatments for patients.
The ImmunoINSIGHTS development team is based in the US and
Europe and Oncimmune is seeking to replicate the Dortmund facility
in the US in the medium term.
EarlyCDT Product Business
Oncimmune's immunodiagnostic technology, EarlyCDT(R), can detect
and help identify cancer on average four years earlier than
standard clinical diagnosis. Our lead diagnostic test, EarlyCDT(R)
Lung, targets a vast market estimated to grow to GBP3.8bn by 2024.
With over 200,000 tests already performed for patients worldwide
and its use being supported by peer reviewed data in over 12,000
patients, we are poised to become an integral component of future
lung cancer detection programs, globally.
Oncimmune's diagnostic products business is located at its
laboratory facility in Nottingham, UK.
For more information, visit www.oncimmune.com
IMPORTANT NOTICES
Neither this announcement ("Announcement"), nor any copy of it,
may be taken or transmitted, published or distributed, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or to any persons in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States.
No action has been taken by the Company, Singer Capital Markets
or WG Partners together, the "Joint Brokers"), or any of their
respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants or, in the case of the Joint
Brokers, persons connected with them as defined in the Financial
Services and Markets Act 2000, as amended ("FSMA") (together,
"Affiliates") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation"). No public offering of the Placing Shares
is being made by any person anywhere and the Company has not
authorised or consented to any such offering in relation to the
Placing Shares.
This Announcement is for information purposes only and is
directed only at: (a) in a Member State of the European Economic
Area ("EEA"), persons who are "qualified investors" within the
meaning of Article 2(e) of the EU Prospectus Regulation (as amended
and/or supplemented from time to time and includes any relevant
implementing measure in any Member State); and (b) in the United
Kingdom, persons who are "qualified investors" within the meaning
of Article 2(e) of the UK Prospectus Regulation who are also: (i)
"investment professionals" within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (ii) persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) otherwise, persons to whom
it may otherwise be lawful to communicate them (all such persons in
(a), (b) and (c), together being referred to as "Relevant
Persons"). This Announcement must not be acted on or relied on by
persons who are not Relevant Persons.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by either of the Joint Brokers, or by any of their
respective Affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed.
None of the information in this Announcement has been
independently verified or approved by either of the Joint Brokers
or any of their Affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Brokers by FSMA or by the
regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by either of the Joint Brokers or any of
their respective Affiliates whatsoever for the contents of the
information contained in this Announcement (including, but not
limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or
purported to be made by or on behalf of either of the Joint Brokers
or any of their respective Affiliates in connection with the
Company, the Capital Raising Shares or the Capital Raising or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from
any acts or omissions of the Company in relation to the Capital
Raising. Each of the Joint Brokers and their respective Affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by either of the Joint
Brokers or any of their respective Affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA") and
is a member of the London Stock Exchange, is acting as the
Company's Bookrunner and as Joint Broker. Singer Capital Markets is
not acting for any other person in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Singer Capital Markets or for giving advice
in relation to the matters referred to in this Announcement. Singer
Capital Markets has not authorised the contents of this
Announcement and, without limiting the statutory rights of any
person to whom this Announcement is issued, no representation or
warranty, express or implied, is made by Singer Capital Markets as
to any of the contents or the completeness of this Announcement and
Singer Capital Markets does not accept responsibility for this
Announcement and accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as the Company's Nominated Adviser for the purposesof the
AIM Rules for Companies. SCM Advisory is not acting for any other
person in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of SCM
Advisory or for giving advice in relation to the matters referred
to in this Announcement. SCM Advisory has not authorised the
contents of this Announcement and, without limiting the statutory
rights of any person to whom this Announcement is issued, no
representation or warranty, express or implied, is made by SCM
Advisory as to any of the contents or the completeness of this
Announcement and SCM Advisory does not accept responsibility for
this Announcement and accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this Announcement. SCM
Advisory's responsibilities as the Company's nominated adviser
under the aIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any
director or to any other person.
WG Partners, which is authorised and regulated in the United
Kingdom by the FCA and is a member of the London Stock Exchange, is
acting as Joint Broker to the Company. WG Partners is not acting
for any other person in connection with the matters referred to in
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of WG
Partners or for giving advice in relation to the matters referred
to in this Announcement. WG Partners has not authorised the
contents of this Announcement and, without limiting the statutory
rights of any person to whom this Announcement is issued, no
representation or warranty, express or implied, is made by WG
Partners as to any of the contents or the completeness of this
Announcement and WG Partners does not accept responsibility for
this Announcement and accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this Announcement.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "may",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company, the
Joint Brokers and their respective Affiliates undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Brokers. This Announcement is
not intended to provide the basis for any decision in respect of
the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation
that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. Any indication in this
Announcement of the price at which the Company's shares have been
bought or sold in the past cannot be relied upon as a guide to
future performance. The price and value of securities can go down
as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
In connection with the Placing, the Joint Brokers and any of
their respective Affiliates, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for
their own account in such Placing Shares and other securities of
the Company or related investments in connection with the Placing
or otherwise. Accordingly, references to Placing Shares being
offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing
by, the Joint Brokers and any of their respective Affiliates acting
in such capacity. In addition, the Joint Brokers and any of their
respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which the Joint Brokers and any of
their respective Affiliates may from me to me acquire, hold or
dispose of shares. The Joint Brokers do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
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 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 (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the
"UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the 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 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
Brokers 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; 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 . Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing 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 Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail clients 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 "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the 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 EU
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 EU Target Market Assessment, the Joint Brokers
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU 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 .
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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