TIDMSLN
RNS Number : 1325O
Silence Therapeutics PLC
05 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT
FORMS PART OF LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE
TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
Silence Therapeutics plc Announces $45 Million Private
Placement
LONDON, Silence Therapeutics plc, AIM:SLN and NASDAQ:SLN
("Silence" or the "Company"), a leader in the discovery,
development and delivery of novel short interfering ribonucleic
acid (siRNA) therapeutics for the treatment of diseases with
significant unmet medical need, today announced an oversubscribed
private placement of 2,022,218 of the Company's American Depositary
Shares ("ADSs"), each representing three ordinary shares of 5 pence
each in the capital of the Company ("Ordinary Shares"), at a price
of US $22.50 per ADS, with new and existing institutional and
accredited investors (the "Private Placement"). Silence anticipates
that the aggregate gross proceeds of the Private Placement will be
approximately US $45 million (approximately GBP33 million(1) )
before deducting placement agent fees and other expenses. The
offering is expected to close on 9 February 2021, subject to
standard conditions.
The financing syndicate includes Adage Capital Management LP,
BVF Partners L.P., Consonance Capital, Great Point Partners, LLC,
and other investors.
William Blair & Company, L.L.C. is acting as the exclusive
placement agent to the Company in connection with the Private
Placement.
Silence intends to use the net proceeds from the Private
Placement primarily to support development of the Company's
pipeline based on its messenger RNAi GOLD(TM) (GalNAc
Oligonucleotide Discovery) Platform, and for general corporate
purposes.
"This financing marks an important step in our journey to
increase awareness of Silence and position our company as a global
RNAi leader," said Mark Rothera, President and Chief Executive
Office at Silence. "We expect to build on this momentum throughout
2021, starting with the first clinical data from our mRNAi GOLD(TM)
Platform due out the first half of this year, followed by patient
data from our two wholly owned programs - SLN360 for cardiovascular
disease due to high lipoprotein(a) and SLN124 for patients with
iron loading anemias. Silence is a company that is poised for
growth and I look forward to a very exciting 2021 and beyond."
"Our goal at the outset of this process was to increase
appreciation for Silence and build our global shareholder base,"
said Craig Tooman, Chief Financial Officer at Silence. "We believe
we achieved those objectives while strengthening our balance sheet
to support the continued acceleration and growth of our mRNAi
GOLD(TM) Platform."
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws, and will be
sold in a private placement pursuant to Section 4(a)(2) of the
Securities Act and Regulation D thereunder. The Ordinary Shares and
ADSs may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements thereof. Silence has agreed to file a registration
statement with the Securities and Exchange Commission ("SEC")
registering the resale of the ADSs sold in the Private
Placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer or sale
would be unlawful prior to the registration or qualification under
the securities laws of such state.
New Ordinary Shares, Admission and Total Voting Rights
The 6,066,654 new Ordinary Shares (the "New Ordinary Shares") to
be issued pursuant to the Private Placement, which will be
represented by ADSs, will represent approximately 6.8 percent of
the Company's issued share capital following closing of the Private
Placement. The issue of the New Ordinary Shares is within the
Company's existing shareholder authorities.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will take place at 8.00 a.m. (London
time) on 10 February 2021. Closing of the Private Placement is not
conditional on Admission having taken place.
The total number of Ordinary Shares in issue following closing
of the Private Placement will be 89,381,913. The Company holds no
shares in Treasury. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
(1) Based on an exchange rate of 1 US$ = 0.7312 GBP, as of 4
February 2021.
About Silence Therapeutics
Silence Therapeutics is developing a new generation of medicines
by harnessing the body's natural mechanism of RNA interference, or
RNAi, to inhibit the expression of specific target genes thought to
play a role in the pathology of diseases with significant unmet
medical need. Silence's proprietary messenger RNAi GOLD(TM) (GalNAc
Oligonucleotide Discovery) Platform can be used to create siRNAs
that precisely target and silence disease-associated genes in the
liver, which represents a substantial opportunity. Silence's wholly
owned product candidates include SLN360 designed to address the
high and prevalent unmet medical need in reducing cardiovascular
risk in people born with high levels of lipoprotein(a) and SLN124
designed to address iron loading anemias. Silence also maintains
ongoing research and development collaborations with AstraZeneca,
Mallinckrodt Pharmaceuticals, and Takeda, among others. For more
information, please visit
https://www.silence-therapeutics.com/.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements, including with respect to the anticipated closing of
the Private Placement. These forward-looking statements are not
historical facts but rather are based on the Company's current
expectations, estimates, and projections about its industry; its
beliefs; and assumptions. Words such as 'anticipates,' 'expects,'
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties, and other
factors, some of which are beyond the Company's control, are
difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders
and prospective security holders not to place undue reliance on
these forward-looking statements, which reflect the view of the
Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to
events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions
or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of
this announcement except as required by law or by any appropriate
regulatory authority.
The person who arranged for the release of this announcement on
behalf of the Company was Craig Tooman, Chief Financial Officer of
the Company.
For further information, please contact:
Silence Therapeutics plc
Gem Hopkins, Head of IR and Corporate Communications Tel: +1 (646) 637-3208
ir@silence-therapeutics.com
Investec Bank plc (Nominated Advisor and
Broker)
Daniel Adams / Gary Clarence Tel: +44 (0) 20 7597
5970
European IR
Consilium Strategic Communications Tel: +44 (0) 20 3709
5700
Mary-Jane Elliot / Angela Gray / Chris
Welsh
silencetherapeutics@consilium-comms.com
Important Notice
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The ADSs may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration
of any prospectus or offering document relating to the ADSs in such
jurisdiction. No action has been taken by Silence Therapeutics plc
or any of its respective affiliates that would permit an offering
of the ADSs or possession or distribution of this announcement or
any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is
required.
No prospectus, admission document or offering document has been
or will be prepared in connection with the Private Placement. Any
investment decision to buy securities in the Private Placement must
be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been
independently verified by the Company, William Blair, Investec Bank
plc ("Investec") or any of their respective affiliates.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, William Blair, Investec or any of their respective
affiliates in relation to any purchase of or subscription for
securities of the Company. No representation or warranty, express
or implied, is given by or on behalf of the Company, William Blair,
Investec or any of their respective directors, partners, officers,
employees, advisers or any other persons as to the accuracy,
fairness or sufficiency of the information or opinions contained in
this announcement and none of the information contained in this
announcement has been independently verified. Save in the case of
fraud, no liability is accepted for any errors, omissions or
inaccuracies in such information or opinions.
Members of the public are not eligible to take part in the
Private Placement. This announcement is for information purposes
only and is directed at and may only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified
investors" within the meaning of Article 2(e) of Prospectus
Regulation (Regulation (EU) 2017/1129); and (b) in the United
Kingdom, at "qualified investors" within the meaning of Article
2(e) of the UK version of Prospectus Regulation (Regulation (EU)
2017/1129) which forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth
bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
Order; or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"Relevant Persons").
Any investment or investment activity in the EEA and UK to which
this announcement relates is only available to, and will be engaged
in only with, Relevant Persons. Persons distributing this
announcement must satisfy themselves that is lawful to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company or its securities.
William Blair is acting only for the Company in connection with
the Private Placement and will not be responsible to anyone other
than the Company for providing the protections offered to the
clients of William Blair, nor for providing advice in relation to
the Private Placement or any matters referred to in this
announcement and any liability therefore is expressly disclaimed.
Any other person in receipt of this announcement should seek their
own independent legal, investment and tax advice as they see
fit.
Investec, which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority and the PRA, is acting solely for the
Company and no-one else in connection with the Private Placement
and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Private
Placement. Investec is not responsible to anyone other than the
Company for providing the protections afforded to clients of
Investec or for providing advice in connection with the contents of
this announcement or the Private Placement.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the ADSs have been subject to a product approval process, which has
determined that the ADSs are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the ADSs may decline
and investors could lose all or part of their investment; the ADSs
offer no guaranteed income and no capital protection; and an
investment in the ADSs is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Private
Placement. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, William Blair will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the ADSs.
Each distributor is responsible for undertaking its own target
market assessment in respect of the ADSs and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
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END
IOETAMFTMTIMMRB
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February 05, 2021 02:00 ET (07:00 GMT)
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