TIDMSCLP
RNS Number : 2481L
Scancell Holdings Plc
18 April 2018
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, OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF IRELAND, THE RUSSIAN FEDERATION OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF
THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN
ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE
INFORMATION PROVIDED IN THE "IMPORTANT NOTICE" SECTION AND IN THE
APPICES.
18 April 2018
Scancell Holdings plc
("Scancell" or the "Company")
Proposed Placing, Subscription and Open Offer
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer, is pleased to announce
a proposed issue of new Ordinary Shares in the Company by way of
the Placing and Subscription to raise a minimum of GBP6.0 million,
before expenses, at an issue price of 12 pence per share.
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate in the fundraise at the Issue Price,
subject to the successful closing of the Placing and Subscription,
the Company proposes to make an Open Offer to all Qualifying
Shareholders to raise additional gross proceeds of up to GBP2.0
million for the Company. The proposed Placing, Subscription and
Open Offer is within the Company's existing allotment authorities
granted at its prior annual general meeting.
The net proceeds from the Capital Raise, in addition to the
Company's existing cash resources and anticipated tax credits, will
be used to:
-- Commence the SCIB1-checkpoint inhibitor Phase 2 US
combination study in late stage melanoma, planned to start in Q4
2018 (subject to FDA approval) utilising the Ichor TriGrid v2.0
electroporation device;
-- Support the Cancer Research UK ("CRUK") development of SCIB2
for non-small-cell lung cancer ("NSCLC");
-- Commence the First-In-Human study with Modi-1 in patients
with triple-negative breast cancer ("TNBC"), ovarian cancer and
sarcoma planned to start in H1 2019;
-- Identify Modi-specific T cell receptors in collaboration with BioNTech; and
-- Initiate pre-clinical Modi-2 development programme for
oesophageal, gastric, pancreatic and colorectal cancers.
Dr Cliff Holloway, Chief Executive Officer of Scancell,
commented:
"With this proposed funding we can build on the strong Phase 1/2
data for our lead ImmunoBody(R) product, SCIB1, and commence the
next phase of clinical development in combination with a checkpoint
inhibitor in melanoma. This funding will also enable the first
candidate from our Moditope(R) platform, Modi-1, to enter the
clinic in several cancer indications with high unmet need,
including triple-negative breast cancer, ovarian cancer and
sarcoma."
The proposed Placing and Subscription of new Ordinary Shares in
the Company will be with existing and new investors, and the
Executive Chairman of the Company, Dr John Chiplin, intends to
invest approximately GBP100,000 in the Placing.
The Placing will be conducted by way of a Bookbuild which will
be launched immediately following this Announcement in accordance
with the Terms and Conditions set out in Appendix II. The Placing
Shares are not being made available to the public. It is envisaged
that the Bookbuild will be closed no later than 4.30 p.m. (London
time) today, 18 April 2018. Details of the number of Placing
Shares, Subscription Shares and the approximate gross proceeds of
the Placing and Subscription will be announced as soon as
practicable after the closing of the Bookbuild. The Placing and
Subscription are not underwritten.
Panmure Gordon is acting as Financial Adviser, Nominated Adviser
and sole Bookrunner to the Company and no one else in relation to
the Placing. Accordingly, it will not be responsible to any person
other than the Company for providing the regulatory and legal
protections afforded to its clients nor for providing advice in
relation to the contents of this Announcement or any matter,
transaction or arrangement referred to in it.
The terms and conditions of the Open Offer will be set out in
the Circular to Shareholders. The Open Offer is not underwritten.
It is expected that the Circular will be dispatched on or around 19
April 2018, and will also be available at this time on the
Company's website at www.scancell.co.uk.
Assuming that the Placing Shares, Subscription Shares and Open
Offer Shares are subscribed for in full, the Capital Raise is
expected to be effected in two stages. It is expected that
admission of the Placing Shares and Subscription Shares to trading
on AIM will become effective and that dealings in the Placing
Shares and Subscription Shares will commence on or around 8.00 a.m.
(London time) on 20 April 2018 ("First Admission"). A further
announcement will be made to confirm the outcome of the Placing and
Subscription (subject to, inter alia, satisfaction of First
Admission) and to confirm the application has been made to AIM for
First Admission by no later than 4.30 p.m. (London time) on 18
April 2018. Subject to the successful closing of the Bookbuild and
valid subscriptions being received, it is expected that admission
of the Open Offer Shares will become effective and that dealings in
the Open Offer Shares will commence on or around 8.00 a.m. (London
time) on 9 May 2018 ("Second Admission"). The issue and allotment
of the Open Offer Shares is conditional upon, inter alia, First
Admission and Second Admission taking place and the Placing and
Open Offer Agreement otherwise remaining in full force and no
material breach of its terms having occurred. An announcement will
be made on or around 8 May 2018 to confirm the result of the Open
Offer and to confirm the application has been made to AIM for
Second Admission.
Further information about the Company and the proposed Capital
Raise is set out in Appendix I. The capitalised terms not otherwise
defined in the text of this Announcement are defined in Appendix
III.
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the proposed Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this Announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities. The person responsible
for arranging the release of this Announcement on behalf of the
Company is Dr Cliff Holloway, a director of the Company.
For further information, please contact:
Dr John Chiplin, Executive Scancell
Chairman Holdings +44 (0) 20
Dr Cliff Holloway, CEO plc 3727 1000
Freddy Crossley/Emma Earl/Ryan
McCarthy +44 (0) 20
(Corporate Finance) Panmure Gordon 7886 2500
Tom Salvesen
(Corporate Broking)
+44 (0) 20
Mo Noonan/Simon Conway FTI Consulting 3727 1000
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, the Russian
Federation, the Republic of Ireland 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 Territory").
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
Panmure Gordon or by any of its 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. Panmure Gordon has not authorised the
contents of, or any part of, this Announcement.
Panmure Gordon, which is authorised 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 adviser and broker to the Company are owed to the
London Stock Exchange and 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 shares is being made in the United
Kingdom, any Restricted Territory or elsewhere. The distribution of
this Announcement and the offering of the Company's shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or Panmure Gordon that would permit an
offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Panmure Gordon 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 2017.
Neither the Company nor Panmure Gordon undertakes 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 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 shares.
It is expected that any 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.
APPIX I
PROPOSED CAPITAL RAISE
Background to the Capital Raise
Scancell is developing novel immunotherapies for the treatment
of cancer based on its technology platforms, ImmunoBody(R) and
Moditope(R), with four products in multiple cancer indications.
ImmunoBody(R) platform
Scancell's ImmunoBody(R) vaccines target dendritic cells and
stimulate both parts of the cellular immune system: the helper cell
system where inflammation is stimulated at the tumour site and the
cytotoxic T-lymphocyte (CTL) response where immune system cells are
primed to recognise and kill specific cells. Each ImmunoBody(R)
vaccine can be designed to target a particular cancer in a highly
specific manner.
Scancell's first ImmunoBody(R) and lead programme, SCIB1, is
being developed for the treatment of melanoma. Data from the Phase
1/2 clinical trial demonstrate that SCIB1, when used as
monotherapy, has a marked effect on tumour load, produces a
melanoma-specific immune response and highly encouraging survival
trend without serious side effects. In patients with resected
disease there is increasing evidence to suggest that SCIB1 may
delay or prevent disease recurrence.
The Company's second ImmunoBody(R) vaccine, SCIB2, has been
designed to induce high avidity T cell responses in the majority of
patients that over-express the cancer antigen NY-ESO-1, including
those with lung and other epithelial cancers.
Pre-clinical data on a combination of SCIB1 or SCIB2 and
checkpoint inhibition (blockade of the PD-1 or CTLA-4 immune
checkpoint pathways) have shown enhanced tumour destruction and
significantly longer survival times than when either treatment was
used alone. Experimental data suggests that the high avidity T
cells induced by ImmunoBody(R) vaccines increase expression of
PDL-1 on the tumour cell surface, thereby making the tumours more
sensitive to checkpoint inhibitor drugs.
These data suggest that SCIB1 has the potential to become both a
stand-alone adjuvant treatment for early stage metastatic melanoma
and an attractive partner with checkpoint inhibitors for later
stage disease. Survival data from the Phase 1/2 trial in patients
with Stage III/IV malignant melanoma continues to deliver
increasingly impressive results, with 14 of 16 resected patients
receiving 2-4 mg doses of SCIB1 having survived for more than five
years. Data from the Phase 1/2 trial, combined with the animal data
showing the potential value of a SCIB1/checkpoint inhibitor
combination, has given the Directors confidence to proceed with a
US FDA IND submission for a SCIB1 plus checkpoint inhibitor Phase 2
trial, which is expected to be filed in Q2 2018.
The US clinical study will assess the impact of adding SCIB1 to
the checkpoint inhibitor Keytruda in patients with late stage
melanoma. The aim will be to improve the objective response rates
of anti-PD-1 monotherapy without adding additional toxicity. The
trial will include up to 25 patients in total and is targeting a
response rate of 55% compared to a response rate to Keytruda alone
of approximately 30% and objective tumour responses in 12 or more
patients. The Company intends to commence enrolment of Stage III/IV
metastatic melanoma patients to the study in Q4 2018, led by
principal investigator Dr Keith Flaherty. Following which, the
Phase 2 trial will be completed in two parts. The Directors believe
that the first part of the Phase 2 trial will be completed in H1
2019 and the second part will be completed in H1 2020.
The Directors believe that the data generated by the Company to
date with the SCIB2 ImmunoBody(R) suggest that it should be well
tolerated and be an ideal complement to existing and emerging
portfolios of checkpoint inhibitor therapies in the treatment of
NSCLC. Currently, checkpoint inhibitors are proving less effective
in lung cancer, with 80% of patients still requiring a better
standard of care. In December 2017, the Company announced a
collaboration with CRUK whereby CRUK have agreed to fund and
sponsor a UK-based Phase 1/2 clinical trial of SCIB2 in combination
with a checkpoint inhibitor in patients with solid tumours,
focusing on NSCLC in the first instance. CRUK's Centre for Drug
Development (CDD) will be responsible for manufacturing the
clinical trial supplies of SCIB2, conducting pre-clinical testing,
sponsoring and managing the clinical trial, including the clinical
trial timelines. The manufacturing development for SCIB2 is
expected to start in Q2 2018 ahead of expected commencement of a
toxicology study in Q4 2018 and completion of the study in H1 2019.
Scancell will have the option to licence the rights to the data on
completion of the study, subject to paying a licence fee. If
Scancell elects not to exercise the option, CRUK will retain the
right to take the SCIB2 programme forward in all indications and
there will be a revenue share agreement between the parties. In
addition, the Company has partnered with the Addario Foundation,
one of the largest and most highly regarded US patient advocacy
groups, to accelerate the development of SCIB2.
Moditope(R) platform
Scancell's Moditope(R) immunotherapy platform is based on
exploiting the normal immune response to stressed cells, which is
largely mediated by CD4 T cells, and harnessing this mechanism to
eradicate tumours. Moditope(R) is a peptide-based vaccine platform
that stimulates the production of killer CD4 T cells that induce
anti-tumour activity without toxicity. Although CD8 T cell
responses to tumour--associated antigens have been reported, it is
difficult to induce tumour-specific CD4 T cell responses due to
self--tolerance against normal CD4 T cell epitopes. The ability of
Moditope(R) citrullinated peptides to induce CD4 cytotoxic T cells
against tumour-associated epitopes has therefore, in the Directors'
opinion, added a new dimension to the potential of anti--tumour
vaccines, and the Directors believe that the Moditope(R) platform
offers a new approach to immuno-oncology that could play a major
role in the development of safe and effective cancer
immunotherapies in the future.
The value of the Moditope(R) platform received a significant
boost following notification from the European Patent Office that
the examiner had indicated that most of the patent claims for the
use of citrullinated peptides for the treatment of cancer will be
allowable. In February 2018, the European Patent Office announced
its intention to grant a European patent for the Moditope(R)
immunotherapy platform.
Continued progress has been made with the Moditope(R) platform,
and the Company has identified and validated multiple targets,
including enolase, which, together with vimentin, will form the
basis for Modi-1, Scancell's first product derived from the
Moditope(R) platform. Pre-clinical data suggests that Modi-1 should
be effective in up to 90% of patients with TNBC, up to 95% of
patients with ovarian cancer and up to 100% of patients with
sarcoma.
Modi-1 is now being progressed to a Phase 1/2 clinical trial for
the treatment of sarcomas, TNBC and ovarian cancer, with the
Company having selected an optimised adjuvant (AMPLIVANT(R)) to
combine with Modi-1 which reduces the dose required to induce
responses in animals by up to 100-fold. The Company will shortly be
commencing the manufacture of the AMPLIVANT(R) -Modi-1 conjugate
therapy vaccine having recently entered into a GMP manufacturing
agreement with The PolyPeptide Group. The Company will file the
Clinical Trial Authorisation and commence the clinical trial for
Modi-1 in H1 2019, with the first efficacy and safety data expected
in H2 2019.
Modi-2 targets multiple solid tumours (including oesophageal,
gastric, colorectal, breast (non-TNBC), cervical, prostate, liver,
renal, endometrial, bladder and thyroid tumours) and pre-clinical
development of selected epitopes is planned during 2018. The
Company expects to characterise its Modi-2 development candidate
and begin GMP manufacturing in H2 2019. Both Modi-1 and Modi-2 will
target tumours that are generally unresponsive to checkpoint
inhibitor therapy. In addition, an international,
multi-disciplinary team of leading cancer immunotherapy scientists
in Europe and the US, led by Professor Lindy Durrant, Chief
Scientific Officer of Scancell, and in partnership with Genentech,
BioNTech and ISA Pharmaceuticals, has been shortlisted to the final
stages of CRUK's Grand Challenge. Modi-3 forms a central element of
the team's proposal with a focus on head and neck cancer,
glioblastoma, lung, and pancreatic cancer, all of which currently
have a poor prognosis.
The Company recently entered into a research collaboration with
BioNTech for the potential development of innovative, T cell
receptor based therapeutics for the treatment of cancer. This
research collaboration combines the Moditope(R) immunotherapy
platform and BioNTech's platform technology for high-throughput
cloning and characterisation of naturally selected T cell
receptors.
The Company is continuing discussions on potential commercial
partnership discussions for the Moditope(R) platform alongside its
clinical development plans, with multiple partnering discussions in
progress.
Additional Technology Agreement
Today, the Company announced that it had entered into an
agreement with the University of Nottingham to acquire a number of
novel monoclonal antibodies to tumour-associated glycans alongside
the acquisition of a proprietary technology to enable the
modification of the constant region (FC) of a human antibody to
allow direct tumour killing. The Directors believe that these
acquisitions complement Scancell's existing cancer immunotherapy
platforms, ImmunoBody(R) and Moditope(R) and will broaden the
strength and potential of Scancell's immunotherapy pipeline.
Reasons for the Capital Raise and use of proceeds
The net proceeds of the Capital Raise will be used by the
Company to commence Moditope(R) clinical development and to
continue to support the ImmunoBody(R) pipeline. The Board believes
this interim funding could add significant incremental value and
support the Company's on-going commercial discussions with
potential partners, in addition to generating short term news
flow.
The net proceeds of the Capital Raise, in addition to the
Company's existing cash resources and anticipated tax credits, will
be used to:
-- Commence the SCIB1-checkpoint inhibitor Phase 2 US
combination study in late stage melanoma, planned to start in Q4
2018 (subject to FDA approval) utilising the Ichor TriGrid v2.0
electroporation device;
-- Support the CRUK development of SCIB2 for NSCLC;
-- Commence the First-In-Human study with Modi-1 in patients
with TNBC, ovarian cancer and sarcoma planned to start in H1
2019;
-- Identify Modi-specific T cell receptors in collaboration with BioNTech; and
-- Initiate pre-clinical Modi-2 development programme for
oesophageal, gastric, pancreatic and colorectal cancers.
Therapeutic drug development is a long process and the Directors
believe that the Company will require additional funding in order
to complete the aforementioned SCIB1 clinical study and Modi-1
study. The timing of the aforementioned studies are also subject
to, inter alia, timely regulatory approval.
Additional funding could be provided either by a commercial
agreement with a development partner, such as a large
pharmaceutical company, or by further equity issuance to existing
and/or new Shareholders. The Directors believe that delivering the
milestones outlined above will enhance the value of the Company and
prepare it for further later stage fundraising. The Directors also
believe that these milestones will ensure wider recognition of the
Company both in the US and Europe for the quality and value of both
the ImmunoBody(R) and Moditope(R) platforms.
Details of the Placing and Subscription
The Company proposes to raise a minimum of GBP6.0 million,
before expenses, by the placing of at least 45,000,000 Placing
Shares at the Issue Price to the Placees and through the
subscription of 5,000,000 Subscription Shares at the Issue Price
pursuant to the Subscription. The Placing Shares will, pursuant to
the Placing and Open Offer Agreement which the Company has entered
into with Panmure Gordon, be placed by Panmure Gordon, as agent for
the Company, with existing and new institutional investors. The
Company has conditionally agreed to issue 5,000,000 Subscription
Shares at the Issue Price to certain professional investors
pursuant to the Subscription.
The Placing and Open Offer Agreement contains warranties from
the Company in favour of Panmure Gordon in relation to, inter alia,
the Company and its business. In addition, the Company has agreed
to indemnify Panmure Gordon in relation to certain liabilities it
may incur in undertaking the Placing and Subscription. Panmure
Gordon has the right to terminate the Placing and Open Offer
Agreement in certain circumstances prior to the First Admission, in
particular, it may terminate in the event that there has been a
breach of any of the warranties or for force majeure. The Placing
and Subscription will not be underwritten.
The Placing is conditional, inter alia, upon:
(i) the Placing and Open Offer Agreement becoming or being
declared unconditional in all respects and not having been
terminated in accordance with its terms prior to First
Admission;
(ii) the Subscription Letters becoming unconditional in
accordance with their terms (save for any condition relating to
First Admission) and the subscription funds being received by the
Company prior to First Admission; and
(iii) First Admission becoming effective by no later than
8.00.a.m. (London time) on 20 April 2018 or such later time and/or
date (being no later than the Final Date) as Panmure Gordon and the
Company may agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to them (at the Placees' risk and without interest).
The Subscription is conditional, inter alia, upon, First
Admission and the Placing and Open Offer Agreement becoming wholly
unconditional (save for any condition relating to First Admission)
and not being terminated.
The Placing Shares and Subscription Shares are not subject to
clawback and are not part of or subject to any condition related to
the Open Offer.
The Placing Shares and the Subscription Shares (and the Open
Offer Shares) will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application has been made to the London Stock Exchange for the
admission of the Placing Shares and Subscription Shares to trading
on AIM. It is expected that First Admission will occur and that
dealings will commence at 8.00 a.m. (London time) on 20 April 2018
at which time it is also expected that the Placing Shares will be
enabled for settlement in CREST.
The Placing will be effected by way of the Bookbuild to be
managed by Panmure Gordon and will be conducted in accordance with
the terms and conditions set out in Appendix II. The Bookbuild will
commence with immediate effect and the book is expected to close no
later than 4.30 p.m. (London time) today, 18 April 2018, but
Panmure Gordon reserves the right to close the book earlier or
later, without further notice. The Company has received non-binding
indications of interest from potential investors for the Placing
during a pre-marketing process and certain investors have entered
into the Subscription Letters. The number of Placing Shares will be
agreed between the Company and Panmure Gordon at the close of the
Bookbuild. Details of the number of Placing Shares and Subscription
Shares and the approximate gross proceeds of the Placing and
Subscription will be announced as soon as practicable after the
closing of the Bookbuild.
Details of the Open Offer
The Company is proposing to raise up to a further GBP2.0 million
before expenses by the issue of up to 16,666,667 Open Offer Shares
under the Open Offer at the Issue Price, payable in full on
acceptance. Any entitlements to Open Offer Shares not subscribed
for by Qualifying Shareholders will be available to Qualifying
Shareholders under the Excess Application Facility. The balance of
any Open Offer Shares not subscribed for under the Excess
Application Facility will not be available to the Placees under the
Placing or the subscribers pursuant to the Subscription.
The terms and condition of the Open Offer will be set out in the
Circular to Shareholders. The Open Offer is not underwritten. It is
expected that the Circular will be despatched on or around 19 April
2018 and will also be available at this time on the Company's
website at www.scancell.co.uk.
Effect of the Placing, Subscription and Open Offer
At least 50,000,000 Placing Shares and Subscription Shares are
expected to be issued on or around 20 April 2018, conditional on
First Admission respectively. Assuming completion of the Placing
and Subscription and full take up of all Open Offer Shares offered
under the Open Offer, upon Second Admission, the Enlarged Share
Capital is expected to be 378,724,765 Ordinary Shares.
APPIX II
TERMS & CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE RUSSIAN FEDERATION, THE
REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY
PANMURE GORDON (UK) LIMITED ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED,
("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
AND 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. NEITHER THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
the Appendices, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the European Economic Area ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Panmure Gordon has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any Member State of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and/or
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S under the
Securities Act; or (c) it is otherwise acquiring the Placing Shares
in an "offshore transaction" meeting the requirements of Regulation
S under the Securities Act.
The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand,
Japan, the Russian Federation, the Republic of Ireland or the
Republic of South Africa or in any jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of the Placing
Shares is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan, the Russian
Federation, the Republic of Ireland or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, New Zealand, Japan, the Russian Federation,
the Republic of Ireland or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
Details of the Placing
Panmure Gordon has entered into the Placing and Open Offer
Agreement with the Company under which Panmure Gordon has, on the
terms and subject to the conditions set out therein, undertaken to
use its reasonable endeavours to procure, as the Company's agent,
broker and bookrunner for the purpose of the Placing, subscribers
for the Placing Shares at the Issue Price.
The Placing and Open Offer Agreement contains customary
undertakings and warranties given by the Company to Panmure Gordon
including as to the accuracy of information contained in this
Announcement and to be contained in the Circular, to matters
relating to the Company and its business and a customary indemnity
given by the Company to Panmure Gordon in respect of liabilities
arising out of or in connection with the Placing and/or
Admission.
The Company is also separately making an Open Offer of such
number of Ordinary Shares as will be set out in the Circular.
The Placing is conditional upon, inter alia:
(a) First Admission becoming effective;
(b) the Subscription Letters becoming unconditional in
accordance with their terms (save for any condition relating to
First Admission) and the subscription funds being received by the
Company prior to First Admission; and
(c) the obligations of Panmure Gordon under the Placing and Open
Offer Agreement not having been terminated in accordance with its
terms.
The Open Offer is conditional upon, inter alia:
(d) the Circular being sent to Qualifying Shareholders. A copy
of the Circular will be available from the Company's website at
http://www.scancell.co.uk;
(e) Second Admission becoming effective; and
(f) the obligations of Panmure Gordon under the Placing and Open
Offer Agreement not having been terminated in accordance with its
terms.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement.
The Placing Shares will, as from the date when they are issued,
be fully paid or credited as fully paid and will rank pari passu in
all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions declared
(if any), made or paid on or in respect of the Ordinary Shares
after the relevant date of issue of the Placing Shares.
Lock up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 120 days after
the latest Admission without the prior written consent of Panmure
Gordon. That agreement is subject to the customary exception of
granting options under, and allotting and issuing Ordinary Shares
in the ordinary course pursuant to, the Company's existing share
schemes.
Applications for admission to trading
Applications will be made to the London Stock Exchange for First
Admission and Second Admission. It is expected that settlement of
the Placing Shares and First Admission will become effective on or
around 20 April 2018 and that dealings in the Placing Shares will
commence at that time, and that settlement of the Open Offer Shares
and Second Admission will become effective on or around 9 May 2018
and that dealings in the Open Offer Shares will commence at that
time.
Bookbuild
Panmure Gordon will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees. Panmure Gordon and the Company shall be entitled
to effect the Placing by such alternative method to the Bookbuild
as they may, in their sole discretion determine.
Participation in, and principal terms of, the Placing
1. Panmure Gordon is arranging the Placing as placing agent,
broker and bookrunner of the Company for the purpose of using its
reasonable endeavours to procure Placees at the Issue Price for the
Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Panmure Gordon. Panmure Gordon and its affiliates may participate
in the Placing as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
4. The Bookbuild will establish the number of Placing Shares to
be issued, which will both be agreed between Panmure Gordon and the
Company following completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Panmure Gordon. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for. Bids may be scaled down by Panmure
Gordon on the basis referred to in paragraph 9 below.
6. The timing of the closing of the Bookbuild will be at the
discretion of Panmure Gordon. The Company reserves the right (upon
agreement with Panmure Gordon) to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its absolute
discretion.
7. Each Placee's allocation will be confirmed to Placees orally
by Panmure Gordon, and evidenced by a trade confirmation or
contract note which will be dispatched as soon as practicable
thereafter. The terms of this Appendix will be deemed incorporated
by reference therein. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of
Panmure Gordon and the Company, under which it agrees to acquire
the number of Placing Shares allocated to it at the Issue Price on
the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except as required by
law or regulation, no press release or other announcement will be
made by Panmure Gordon or the Company using the name of any Placee
(or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
9. Subject to paragraphs 5 and 6 above, Panmure Gordon may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Panmure Gordon may also, notwithstanding
paragraphs 5 and 6 above, subject to the prior consent of the
Company: (a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (b)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Panmure Gordon, to pay in cleared
funds immediately on the settlement date (or as separately agreed
with Panmure Gordon in the case of certificated settlement), in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee has agreed to take up and
the Company has agreed to allot.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the times and on the basis explained below under
"Registration and settlement".
12. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, inter alia, the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing and Open Offer
Agreement".
13. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law, none of the
Company, Panmure Gordon or any of their respective affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of the Company, Panmure Gordon or
any of their respective affiliates shall have any liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of Panmure Gordon's conduct of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for
the allotment of the Placing Shares to the Placees and Panmure
Gordon shall have no liability to the Placees for the failure of
the Company to fulfil those obligations.
Conditions of the Placing
Panmure Gordon's obligations under the Placing and Open Offer
Agreement in respect of the Placing Shares are conditional on,
inter alia:
(a) the Company allotting, subject only to First Admission, the
Placing Shares in accordance with the Placing and Open Offer
Agreement;
(b) the Subscription Letters becoming unconditional in
accordance with their terms (save for any condition relating to
First Admission) and the subscription funds being received by the
Company prior to First Admission; and
(c) First Admission taking place not later than 8.00 a.m.
(London time) on 20 April 2018.
If (i) any of the conditions contained in the Placing and Open
Offer Agreement in respect of the Placing Shares are not fulfilled
or waived by Panmure Gordon by the time or date where specified (or
such later time or date as the Company and Panmure Gordon may
agree, not being later than the Final Date), or (ii) the Placing
and Open Offer Agreement is terminated as described below, the
Placing will lapse and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
The Open Offer is conditional on, inter alia:
(a) the Company allotting, subject only to Second Admission, the
Open Offer Shares in accordance with the Placing and Open Offer
Agreement; and
(b) Second Admission taking place not later than 8.00 a.m.
(London time) on 9 May 2018.
If (i) any of the conditions contained in the Placing and Open
Offer Agreement in respect of the Open Offer are not fulfilled or
waived by Panmure Gordon by the time or date where specified (or
such later time or date as the Company and Panmure Gordon may
agree, not being later than the Final Date), or (ii) the Placing
and Open Offer Agreement is terminated as described below and the
Open Offer will lapse.
Panmure Gordon may, in its absolute discretion, waive, or extend
the period (up to the Final Date) for, compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing and Open Offer Agreement,
save that certain conditions, including, the condition relating to
First Admission and Second Admission taking place and the Company
allotting the Placing Shares subject only to First Admission and
the Open Offer Shares subject only to Second Admission may not be
waived and the period for compliance with such conditions may not
be extended. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither Panmure Gordon nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Panmure Gordon.
Right to terminate under the Placing and Open Offer
Agreement
Panmure Gordon is entitled in its absolute discretion, at any
time before First Admission, to terminate the Placing and Open
Offer Agreement by giving notice to the Company in the following
circumstances:
(a) in the opinion of Panmure Gordon (acting in good faith), the
warranties given by the Company to Panmure Gordon are not true and
accurate or have become misleading (or would not be true and
accurate or would be misleading if they were repeated at any time
before First Admission) by reference to the facts subsisting at the
time when the notice referred to above is given, in each case in a
way that is material in the context of the Capital Raise and/or
Admission; or
(b) in the opinion of Panmure Gordon (acting in good faith), the
Company fails to comply with any of its obligations under the
Placing and Open Offer Agreement and that failure is material in
the context of the Capital Raise and/or Admission; or
(c) in the opinion of Panmure Gordon (acting in good faith),
there has been a development or event (or any development or event
involving a prospective change of which the Company is or might
reasonably be expected to be, aware) which will or is likely to
have a material adverse effect on or affecting the operations, the
condition (financial, operational, legal or otherwise), prospects,
management, results of operations, financial position, business or
general affairs of the Company or the Group respectively whether or
not foreseeable and whether or not arising in the ordinary course
of business; or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of Panmure Gordon (acting in
good faith) to materially prejudice the success of the Capital
Raise.
Panmure Gordon is entitled in its absolute discretion, at any
time before Second Admission, to terminate the Placing and Open
Offer Agreement in respect of the Open Offer Shares only by giving
notice to the Company in the following circumstances:
(e) in the opinion of Panmure Gordon (acting in good faith), the
warranties given by the Company to Panmure Gordon are not true and
accurate or have become misleading (or would not be true and
accurate or would be misleading if they were repeated at any time
before Second Admission) by reference to the facts subsisting at
the time when the notice referred to above is given, in each case
in a way that is material in the context of the Capital Raise
and/or Admission; or
(f) in the opinion of Panmure Gordon (acting in good faith), the
Company fails to comply with any of its obligations under the
Placing and Open Offer Agreement and that failure is material in
the context of the Capital Raise and/or Admission; or
(g) in the opinion of Panmure Gordon (acting in good faith),
there has been a development or event (or any development or event
involving a prospective change of which the Company is or might
reasonably be expected to be, aware) which will or is likely to
have a material adverse effect on or affecting the operations, the
condition (financial, operational, legal or otherwise), prospects,
management, results of operations, financial position, business or
general affairs of the Company or the Group respectively whether or
not foreseeable and whether or not arising in the ordinary course
of business; or
(h) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of Panmure Gordon (acting in
good faith) to materially prejudice the success of the Capital
Raise.
Following First Admission, the Placing and Open Offer Agreement
is not capable of termination to the extent that it relates to the
Placing. Following Second Admission, the Placing and Open Offer
Agreement is not capable of termination to the extent that it
relates to the Placing, Subscription or the Open Offer.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing and Open Offer Agreement and will not be subject to
termination by the Placee or any prospective Placee at any time or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by Panmure Gordon of any right of
termination or other discretion under the Placing and Open Offer
Agreement shall be within the absolute discretion of Panmure
Gordon, and that it need not make any reference to Placees and that
it shall have no liability to Placees whatsoever in connection with
any such exercise or decision not to exercise. Placees will have no
rights against Panmure Gordon, the Company or any of their
respective directors or employees under the Placing and Open Offer
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including the Appendices) and the Exchange
Information (as defined further below). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange Information (defined below)),
representation, warranty, or statement made by or on behalf of the
Company, Panmure Gordon, or any other person and neither Panmure
Gordon, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by Panmure Gordon, the
Company, or their respective officers, directors, employees or
agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Neither
the Company nor Panmure Gordon is making any undertaking or
warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B63D3314) following First Admission will take place within
CREST, provided that, subject to certain exceptions, Panmure Gordon
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to
Panmure Gordon (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the CREST or certificated settlement
instructions that it has in place with Panmure Gordon. Settlement
will be through Panmure Gordon against CREST participant account:
83801. For the avoidance of doubt, Placing allocations are expect
to be booked with a trade date of 18 April 2018 and settlement date
of 20 April 2018 on a T+2 basis in accordance with the instructions
set out in the trade confirmation.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
If a Placee wishes to receive its Placing Shares in certificated
form, it should contact Panmure Gordon (020 7886 2902) as soon as
possible after receipt of its trade confirmation or contract
note.
Placees who wish to receive their Placing Shares in certificated
form are expected to receive their certificates for their Placing
Shares by no later than 4 May 2018, provided payment in full has
been made.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Panmure Gordon's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify Panmure Gordon (as agent
for the Company) on demand for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax or securities transfer tax (together with
any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares to Panmure Gordon, each Placee confers on Panmure
Gordon all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which
Panmure Gordon lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Panmure
Gordon, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including the Appendices, in its entirety and that
its subscription of Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively, "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that the Placee is able to obtain or access such information or
comparable information concerning any other publicly traded company
without undue difficulty;
4. acknowledges that none of Panmure Gordon, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Panmure Gordon, the
Company, their respective affiliates or any person acting on behalf
of any of them to provide it with any such information and has read
and understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Panmure Gordon, its affiliates or any person acting on its or their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Panmure
Gordon, the Company or any of their respective directors, officers
or employees or any person acting on behalf of any of them, or, if
received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee
or any material prepared by the Research Department of Panmure
Gordon (the views of such Research Department not representing and
being independent from those of the Company and the Corporate
Finance Department of Panmure Gordon and not being attributable to
the same)), and neither Panmure Gordon, nor the Company will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in
deciding to participate in the Placing and it will not rely on any
investigation that Panmure Gordon, its affiliates or any other
person acting on its or their behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that Panmure Gordon does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Panmure Gordon is not acting for it or its
clients and that Panmure Gordon will not be responsible for
providing protections to it or its clients;
8. acknowledges that none of Panmure Gordon, any of its
affiliates or any person acting on behalf of it or them has or
shall have any liability for the Exchange Information, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. neither Panmure Gordon, its ultimate holding company nor any
direct or indirect subsidiary undertakings of such holding company,
nor any of their respective directors and employees shall be liable
to Placees for any matter arising out of Panmure Gordon's role as
placing agent or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law
each Placee will immediately waive any claim against any of such
persons which you may have in respect thereof;
10. represents and warrants that (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
12. unless otherwise specifically agreed in writing with Panmure
Gordon, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of Canada,
Australia, New Zealand, Japan, the Russian Federation, the Republic
of Ireland or the Republic of South Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan, the Russian Federation, the Republic
of Ireland or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within those
jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and the Market
Abuse Regulation (EU) 596/2014 ("MAR"); (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on Payer) Regulations 2017; and (iii) it is not a
person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Panmure Gordon such evidence, if any, as to the identity or
location or legal status of any person which Panmure Gordon may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by Panmure Gordon on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as Panmure Gordon may decide in its sole discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Panmure Gordon has been
given to the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to First Admission except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in any member state of the European Economic Area within the
meaning of the Prospectus Directive (including any relevant
implementing measure in any member state);
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of MAR and the FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Panmure Gordon in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Appendix) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Panmure Gordon;
24. undertakes that it (and any person acting on its behalf)
will make payment to Panmure Gordon for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Panmure
Gordon may in its sole discretion determine and without liability
to such Placee and it will remain liable and will indemnify Panmure
Gordon on demand for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of Panmure Gordon, any of its
affiliates, or any person acting on behalf of it or any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Panmure Gordon and that Panmure Gordon does not have
any duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
and Open Offer Agreement nor for the exercise or performance of any
of their rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Panmure Gordon, nor
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Panmure Gordon in respect of the same on
the basis that the Placing Shares will be credited to the CREST
Stock Account of Panmure Gordon who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Panmure Gordon in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, Panmure Gordon and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Panmure Gordon on its own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Panmure Gordon and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
34. acknowledges that Panmure Gordon, or any of its affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares and may offer or sell such shares other
than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
the Appendices.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Panmure Gordon
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Panmure Gordon will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Panmure Gordon in the event that any of
the Company or Panmure Gordon has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Panmure Gordon
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Panmure Gordon does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing and Open
Offer Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Panmure
Gordon's money in accordance with the client money rules and will
be used by Panmure Gordon in the course of its own business and the
Placee will rank only as a general creditor of Panmure Gordon.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPIX III
DEFINITIONS
In the Appendices to the Announcement and, as the context shall
admit, in the Announcement, the following terms shall have the
following meanings:
"Admission" means First and/or Second Admission, as the context
requires;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules" means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
"Announcement" means this announcement (including the appendices
to this announcement);
"Application Form" means the personalised application form which
will accompany the Circular on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open
Offer;
"Bookbuild" means the accelerated bookbuilding process to be
carried out by Panmure Gordon in seeking to procure Placees for the
Placing Shares;
"Capital Raise" means the Placing, Subscription and the Open
Offer, taken together;
"Circular" means the circular to be issued by the Company to
Shareholders including, inter alia, details and terms of the Open
Offer and attaching, to Qualifying Non-Crest Shareholders (other
than certain overseas Qualifying Non-CREST Shareholders), the
Application Form;
"Company" means Scancell Holdings plc, registered in England and
Wales with number 06564638, whose registered office is at John
Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford
OX4 4GP;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
"CRUK" means Cancer Research UK;
"Directors" or "Board" means the directors of the Company as at
the date of this Announcement;
"Enlarged Share Capital" means the issued share capital of the
Company assuming completion of the Placing, Subscription and
subscription of the Open Offer Shares in full;
"Existing Ordinary Shares" means the 312,058,098 Ordinary Shares
in issue (excluding the Placing Shares and Subscription Shares for
the avoidance of doubt);
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FDA" means the US Food and Drug Administration;
"Final Date" means the time or date as the Company and Panmure
Gordon may agree, not being later than 8.30 a.m. (London time) on
18 May 2018;
"First Admission" means the admission of all the Placing Shares
and the Subscription Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiary undertakings from
time to time;
"Issue Price" means 12 pence per New Ordinary Share;
"IND" means the Investigational New Drug application;
"London Stock Exchange" means London Stock Exchange plc;
"New Ordinary Shares" means, together, the Placing Shares, the
Subscription Shares and the Open Offer Shares;
"NSCLC" means non-small-cell lung carcinoma;
"Open Offer" means the conditional invitation to Qualifying
Shareholders to apply to subscribe for Open Offer Shares at the
Issue Price on the terms and subject to the conditions to be set
out in the Circular and, in the case of Qualifying Non-CREST
Shareholders only, the Application Form;
"Open Offer Shares" means such number of new Ordinary Shares as
will be set out in the Circular, to be offered to Qualifying
Shareholders;
"Ordinary Shares" means the ordinary shares of par value 0.1
pence (GBP0.001) each in the capital of the Company;
"Panmure Gordon" means Panmure Gordon (UK) Limited, registered
in England and Wales with number 04915201, whose registered office
is at One New Change, London EC4M 9AF;
"Placees" the persons who have agreed to subscribe for Placing
Shares under the Placing;
"Placing" means the conditional placing of the Placing Shares by
Panmure Gordon with Placees in order to raise a minimum of GBP6.0
million, before expenses, on behalf of the Company, pursuant to the
Placing and Open Offer Agreement;
"Placing and Open Offer Agreement" means the placing and open
offer agreement dated the date of this Announcement between the
Company and Panmure Gordon in respect of the Placing and the Open
Offer;
"Placing Shares" means such number of new Ordinary Shares which
will be established by the Bookbuild and set out in the executed
Term Sheet;
"Prospectus Directive" means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
"Qualifying CREST Shareholders" means Qualifying Shareholders
holding Ordinary Shares in uncertificated form in CREST at the
Record Date;
"Qualifying Non-CREST Shareholders" means Qualifying
Shareholders holding Ordinary Shares in certificated form at the
Record Date;
"Qualifying Shareholders" means holders of Ordinary Shares on
the register of members of the Company at the Record Date with the
exclusion of Overseas Shareholders with a registered address or who
are resident in any Restricted Jurisdiction;
"Record Date" means 6.00 p.m. (London time) on 17 April
2018;
"Restricted Jurisdiction" means each and any of the United
States, Australia, New Zealand, Canada, the Republic of South
Africa, the Russian Federation, Japan, the Russian Federation, the
Republic of Ireland and any other jurisdiction where the extension
or the availability of the Placing or the Open Offer would breach
any applicable law or regulations;
"Second Admission" means the admission of the Open Offer Shares
to trading on AIM becoming effective in accordance with the AIM
Rules;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Shareholders" means holders of Ordinary Shares;
"Stock Account" means an account within a member account in
CREST to which a holding of a particular share or other security in
CREST is credited;
"Subscription" means the direct subscription with the Company
for the Subscription Shares at the Issue Price by certain investors
pursuant to the Subscription Letters;
"Subscription Letters" means the subscription letters entered
into between the Company and certain investors on or before the
date of the Announcement, pursuant to which such investors have
agreed to subscribe for the Subscription Shares;
"Subscription Shares" means the 5,000,000 new Ordinary Shares
proposed to be issued pursuant to the Subscription Letters;
"Term Sheet" means those terms of the Placing in the form set
out in the Placing and Open Offer Agreement to be executed by the
Company and Panmure Gordon following the close of the
Bookbuild;
"TNBC" means triple-negative breast cancer;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland; and
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGUCCCUPRPPM
(END) Dow Jones Newswires
April 18, 2018 02:00 ET (06:00 GMT)
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