TIDMSTX TIDMSTXW
RNS Number : 1387J
Shield Therapeutics PLC
07 September 2016
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement and not a prospectus. It
does not constitute an offer of securities for sale or subscription
in any jurisdiction. Investors should not subscribe for or purchase
any securities referred to in this announcement except in
compliance with applicable securities laws on the basis of
information in the Prospectus (the "Prospectus") to be published by
Shield Therapeutics plc(1) (the "Company", and as the context may
require, together with its subsidiaries and predecessors, "Shield",
"Shield Therapeutics" or the "Group") in due course in connection
with the offer of its ordinary shares (the "Shares") and the
proposed admission of its Shares to the premium listing segment of
the Official List of the UK Listing Authority ("UKLA") and to
trading on London Stock Exchange plc's (the "London Stock
Exchange") main market for listed securities. Copies of the
Prospectus will, following publication, be available for
inspection, subject to applicable securities laws, from
www.shieldtherapeutics.com, and at the Company's main office:
Northern Design Centre, Baltic Business Quarter, Gateshead Quays
NE8 3DF.
Shield Therapeutics Announces Intention to Float on the
London Stock Exchange's Main Market
London, UK, 7 September 2015. Shield Therapeutics, a specialty
pharmaceutical company focused on the development and
commercialisation of secondary care-focused pharmaceuticals, today
announces its intention to proceed with an Initial Public Offering
and fundraising of Shares to certain institutional and other
prospective investors (the "Offer") to raise gross proceeds of up
to GBP110 million.
Application will be made to the UK Listing Authority and the
London Stock Exchange for all of the issued and to be issued
Ordinary Shares in the Company to be admitted to the premium
segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities ("Admission"). It is
expected that Admission will become effective and that
unconditional dealings for normal settlement in the Ordinary Shares
will commence on or around 9 October 2015.
Highlights
-- Specialty pharmaceutical company with major market
opportunities: Focused on the development and commercialisation of
secondary care-focused pharmaceuticals
-- Two late-stage products in development: Feraccru, a novel and
effective oral pharmaceutical product for the treatment of iron
deficiency anaemia ("IDA") that is currently undergoing a marketing
authorisation assessment in Europe; and PT20, a novel phosphate
binder that is being developed for the treatment for
hyperphosphatemia related to chronic kidney disease ("CKD")
-- Late-stage company with near-term revenue potential: The
directors of Shield (the "Directors") expect the company to receive
European marketing approval for Feraccru in the first half of 2016
and commence Phase 3 clinical trials of PT20 in 2016
-- Potential for strong cash generation: The Directors
anticipate near-term revenues with high gross margins following the
expected launch of Feraccru in Europe in 2016 and a relatively
modest level of future R&D spend going forward
-- Opportunity to create operational leverage and value via own
sales infrastructure: Feraccru and PT20 are intended to be sold
directly by the Company using its own central infrastructure and
field-based sales representatives and medical science liaisons in
the major markets of the EU and in the US
-- Strong intellectual property protection: A suite of strong
intellectual property, including key patents in major markets,
supports each product. With marketing approval in the EU and US,
Feraccru will also benefit from data and marketing exclusivity in
the EU and data exclusivity in the US
-- Experienced board and management team: Extensive expertise in
the pharmaceutical and biotechnology industry with successful track
records of commercialisation and value creation.
Commenting on today's intention to float announcement, Carl
Sterritt, CEO of Shield Therapeutics, said: "Shield Therapeutics is
at a very exciting stage in its development and this IPO marks
another important step in the maturity of the Group as we move from
a development focus to one that has revenue generation at its
heart. We have a European application for marketing approval of
Feraccru currently under review by the European Medicines Agency
and have also completed a successful pivotal phase 2b study with
PT20. The IDA and hyperphosphatemia markets are both large and
growing and we believe each of our late-stage products has the
potential to meet a significant unmet need for prescribers and
patients. This IPO will raise the additional funds needed to
continue the development and commercialisation plans of our key
products as we work to build a world-leading independent specialty
pharmaceuticals business based in the UK."
Commenting on today's announcement, Dr Andrew Heath,
Non-Executive Chairman of Shield Therapeutics, added: "Shield
Therapeutics is operating in a large and growing market with
pharmaceutical products in late-stage development that have the
potential to make a meaningful impact on society. Shield's Board
and executive management team has a strong track record in both
commercialising pharmaceuticals and creating value for
shareholders. We look forward to joining other highly respected
pharmaceutical peers on the London Stock Exchange."
Overview of the Offer
-- The Offer will comprise new Shares to be issued by the Company
-- The Company anticipates raising gross proceeds of up to GBP110 million
-- The Company's clear objective is to use its existing cash
balances and the net proceeds from the Offer to continue the
development and commercialisation programmes of both Feraccru and
PT20 to a stage where they will generate significant revenues
-- Certain existing institutional shareholders will be subject
to lock-up arrangements on existing holdings for 180 days following
completion of the Offer
-- The Directors and Management will be subject to lock-up
arrangements for 365 days following completion of the Offer
-- Under the Offer, the Shares will be offered (i) to certain
institutional investors in the United Kingdom and elsewhere outside
the United States in reliance on Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act") and in
accordance with locally applicable laws and regulations; and (ii)
in the United States only to investors that are both "Qualified
Institutional Buyers" as defined in Rule 144A under the Securities
Act and "Major US Institutional Investors" as defined in Rule 15a-6
under the US Securities Exchange Act of 1934, as amended, pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
-- In relation to the Offer, Investec Bank plc ("Investec") and
Canaccord Genuity Limited ("Canaccord") are acting jointly as
sponsors and Investec, Canaccord and RBC Capital Markets ("RBC")
are acting jointly as bookrunners for the Company.
For further information please contact:
Shield Therapeutics +44 (0)191 511 8507
Carl Sterritt, Chief
Executive Officer
Richard Jones, Chief
Financial Officer
Financial PR Advisor +44 (0)203 709 5700
Consilium Strategic shieldtherapeutics@consilium-comms.com
Communications
Mary-Jane Elliott
Matthew Neal
Lindsey Neville
Hendrik Thys
Joint Sponsors and
Joint Bookrunners
Investec Bank
Daniel Adams
Patrick Robb
Matt Lewis +44 (0)207 597 4000
Joint Sponsors and
Joint Bookrunners
Canaccord Genuity
Dr Julian Feneley
Henry Fitzgerald-O'Connor
Guillaume Arnaldez +44 (0)207 523 8000
Joint Bookrunner
RBC Capital Markets
Paul Tomasic
Thomas Stockman
Rupert Walford +44 (0)207 653 4000
About Shield Therapeutics
Overview
Shield Therapeutics is a specialty pharmaceutical company
focused on the development and commercialisation of secondary
care-focused pharmaceuticals. The Company's lead products are
Feraccru and PT20.
Feraccru
Feraccru is a novel, effective, ferric iron-based, oral
pharmaceutical product that, if approved, is anticipated to
initially be licensed to treat Iron Deficiency Anaemia ("IDA") in
patients who are not able to tolerate oral ferrous products, or for
whom such treatments are not suitable; and in patients with
inflammatory bowel disease ("IBD").
Feraccru market opportunity
There is a large and attractive market of patients with IDA
whose only current option is intravenous iron therapy as currently
available oral treatments demonstrate limited effectiveness due to
negative adverse event profiles leading to low levels of
compliance. Intravenous therapies also have limitations as they are
expensive to administer, require time-consuming and inconvenient
intermittent administration and, due to their potential to cause
life-threatening hypersensitivity reactions, are required to be
administered in a healthcare facility where resuscitation
facilities are available.
Feraccru addresses a large and growing market, with significant
near-term potential. GfK UK Limited ("GfK"), an established
independent market research company, estimates that there are
approximately 1.4 to 1.5 million patients in Europe and the US with
IBD who have the potential to be treated for IDA(2) , of which a
significant proportion are currently either not treated or
ineffectively treated. GfK also estimates that there are more than
3.4 million patients in the EU and US with IDA and CKD(2) ,
Shield's second target indication for Feraccru. In the longer term,
Feraccru has the potential to expand into a number of additional
indications and geographies, thus significantly expanding the
potential number of patients available for treatment.
In addition, during the life of the patent families relating to
Feraccru, the Directors believe there is potential for Feraccru to
be established in the primary care setting where there are a
significant number of potential patients, particularly in treatment
of IDA in women's health and treatment of IDA in the elderly
population.
Feraccru clinical data
To date, clinical studies of Feraccru in IDA patients intolerant
of other oral iron therapies have demonstrated the potential for it
to be an effective daily oral treatment in such patients, so
providing an alternative to intravenous iron. The most significant
study conducted was the Group's pivotal Phase 3 Study that
completed in 2014, meeting the primary and all secondary endpoints
of efficacy and safety. The Company is now conducting a study of
Feraccru comparing it directly to the leading IV iron product,
Ferinject, with initial data expected in the second half of 2016.
The Company also plans to conduct further studies to generate
pivotal data in other indications where the Directors believe IDA
is a significant problem, firstly in CKD, but also including
women's health, chronic heart failure, surgery and oncology and to
provide additional safety data to enable the Company to expand its
regulatory approvals initially into the US and then potentially
into other geographies and indications. The Directors anticipate
receiving Marketing Authorisation ("MA") approval for Feraccru in
the first half of 2016.
PT20
PT20 is a novel iron-based phosphate binder being developed for
the treatment of hyperphosphatemia related to CKD. PT20 is an
effective, safe and well-tolerated phosphate binder and
importantly, in this patient population, early studies have
indicated it will have the ability to be used with a relatively low
pill burden.
PT20 was invented in the UK by leading Cambridge-based
scientists and is exclusively licensed from the Medical Research
Council (the "MRC"). Patients with late-stage renal disease suffer
from hyperphosphatemia, which enhances the risk of vascular
calcification, leading to increased morbidity and mortality.
Without phosphate binder medication low phosphate diets and regular
dialysis sessions are by themselves unable to prevent gradual
phosphate accumulation, therefore oral phosphate binders are
routinely used to reduce absorption of phosphate and thereby reduce
blood phosphate levels. The Directors believe there is a large and
attractive commercial market for PT20 as current treatments are
often limited by at least one of the following problems: limited
therapeutic dosing range, low specificity, high pill loading,
gastrointestinal side effects, calcium loading or significant
toxicity concerns.
PT20 market opportunity
The hyperphosphatemia market is large and growing. GfK estimates
that there are more than 650,000 patients in the EU and US on
dialysis, the majority of whom are currently being treated with
phosphate binders(2) , yet current therapies for the treatment of
hyperphosphatemia only have a moderate degree of satisfaction(2) .
In addition there is a large population of pre-dialysis CKD
patients who are much less likely to receive treatment for
hyperphosphataemia as the prescribing guidelines vary between
Europe and the US for the leading phosphate binders, i.e. there are
no phosphate binders approved for use in pre-dialysis CKD patients
in the US, representing a very large potential market for a novel,
safe and effective phosphate binder.
PT20 clinical data
To date, studies conducted by the Group have demonstrated the
potential of PT20 to deliver an effective treatment for
hyperphosphatemia related to dialysis dependent CKD. The Group
successfully completed a pivotal Phase 2 clinical trial in 2015 and
has commenced planning for the Phase 3 development of PT20, the
clinical trials for which are due to start in 2016.
Competitive landscape for Shield Therapeutics' late-stage
products
There are a number of established companies engaged in the
development and marketing of intravenous iron-based preparations
addressing the IDA market and in particular, in patients intolerant
of existing oral products. In addition, there is a wide range of
currently approved and marketed oral ferrous-based products
attempting to address the IDA market. As it is intended that
Feraccru will be targeted initially as a treatment for IDA in
patients intolerant of existing oral iron-based products and the
pivotal phase 3 data on Feraccru has been collected in such
patients, the Directors do not regard current oral ferrous products
as direct competitors, and accordingly intravenous iron is regarded
by the Directors as being Feraccru's main competitor.
In respect of PT20, there are a number of current marketed
products seeking to address the market for hyperphosphatemia and a
number of additional products in development. Certain competitor
products have reached or are due to reach the end of their patent
life in the foreseeable future and therefore further generic
competition is anticipated in this market, particularly in the US.
The key issues in the current competitive market include, inter
alia, the high pill burden inherent in current binders, the less
than satisfactory therapies for the treatment of hyperphosphatemia
and the high incidence of side effects.
Company reorganisation
In preparation for Admission, the Group is undertaking a
Corporate Reorganisation that will result in Shield Therapeutics
becoming the ultimate holding company of the Group. Upon Admission,
the Company will have two directly held, wholly owned subsidiaries,
Shield Holdings AG ("SHG") and Phosphate Therapeutics Limited
("PTL").
SHG is focused on the development and commercialisation of
Feraccru. SHG will have one wholly owned subsidiary, Iron
Therapeutics Holdings AG ("ITH"). ITH owns the intellectual
property related to Feraccru and has two wholly owned subsidiaries,
Iron Therapeutics (Switzerland) AG ("ITS") and Iron Therapeutics
(UK) Limited ("ITU"). ITS and ITU are the main trading companies of
the SHG Group which have been conducting the Group's clinical
trials and which employ the Group's staff.
PTL is focused on PT20 and owns the licences in respect of
certain patent rights and related know-how to develop and
commercialise products for specific medical applications, including
in relation to PT20.
Key strengths of the Group
Near-term revenue potential
The European application for a marketing authorisation (MA) of
Feraccru was filed in December 2014 and, if approval is
forthcoming, the Company is planning to launch Feraccru in Europe
in 2016, thus providing the potential for near term revenues.
Company with late stage products heading towards
commercialisation
In addition to Feraccru's MAA being under review by the European
Medicines Authority, the Phase 2b pivotal study of PT20 has
completed.
Large market opportunities with unmet needs
Feraccru addresses a large and growing market with significant
potential in the near term and for PT20 the hyperphosphatemia
market is also large and growing.
Experienced board combined with a management team with extensive
expertise
The Company has an experienced Board with a strong track record
of value creation for shareholders and successful commercialisation
of pharmaceutical products. The Board is supported by a skilled and
experienced management team that also has a successful track record
covering all major aspects of pharmaceutical development and
commercialisation. Together these provide a platform for future
growth by giving clear strategic direction to the development and
commercialisation of the Group's products.
Opportunity to create operational leverage
In the major markets of the EU and in the US Feraccru and PT20
are each intended to be sold directly by the Company using its own
central infrastructure and field-based sales representatives and
medical science liaisons. If approved, the Company plans to
primarily target specialist prescribers based in hospitals and
private clinics. The Directors believe this will provide the
potential for operational leverage, which could be enhanced with
selective small-scale bolt-on acquisitions or in-licensing of
allied products.
Strong intellectual property protection
Both Feraccru and PT20 are each supported by a suite of strong
intellectual property, including key patents in major markets. With
Marketing Authorisation and New Drug Application approvals,
Feraccru will also benefit from data and marketing exclusivity in
the EU (up to 10 years) and data exclusivity in the US (up to 3
years). The Company has been actively pursuing new patent
applications and has filed 5 new patent applications for Feraccru
since SHG's acquisition of Feraccru and all of its then existing
intellectual property from Vitra Pharmaceuticals in 2010. The new
patents related to Feraccru, if granted, should provide significant
additional patent protection up to 2035.
Attractive financial profile
From 2016 onwards, following the planned launch of Feraccru in
Europe, the Directors expect the Company to generate revenues with
high gross margins. Whilst development activity will continue for
the foreseeable future, the Directors believe that the level of
R&D spend should be relatively modest compared to normal
industry levels, having regard to the potential revenues from
Feraccru and PT20. These two points provide a robust basis for
strong cash generating potential in the future.
Key financials
Pursuant to the Corporate Reorganisation detailed above, the
Company will upon Admission become the holding company of Shield
Holdings AG (and its subsidiaries) within which the intellectual
property relating to Feraccru is held and Phosphate Therapeutics
Limited which holds the PT20 asset. Accordingly, set out below is
certain unaudited historical financial information on each of the
separate SHG and PTL entities.
Shield Holdings
Consolidated Statement of Profit and loss and Other
Comprehensive Income
Year Year Year
ended ended ended
31 December 31 December 31 December
2012 2013 2014
GBP000 GBP000 GBP000
Other operating income 203 244 244
Research and development
expenditure (3,370) (3,123) (2,859)
Administrative expenses (438) (963) (776)
Operating loss (3,605) (3,842) (3,391)
Financial income 650 591 206
Net loss on financial instruments
designated as fair value through
profit or loss - - (8,585)
Financial expense (505) (1,266) (1,660)
Loss before tax (3,460) (4,517) (13,430)
Taxation - - -
Loss for the period (3,460) (4,517) (13,430)
Attributable to:
Equity holders of the parent (3,147) (4,189) (12,905)
Non-controlling interests (313) (328) (525)
Other comprehensive income
Items that are or may be
reclassified subsequently
to profit or loss:
Foreign currency translation
differences - foreign operations (71) 41 248
Total comprehensive income
for the period (3,531) (4,476) (13,182)
Attributable to:
Equity holders of the parent (3,218) (4,148) (12,657)
Non-controlling interests (313) (328) (525)
Basic loss per share (6.8p) (8.9p) (26.5p)
Diluted loss per share (6.8p) (8.9p) (26.5p)
Shield Holdings
Consolidated balance sheet
31 December 31 December 31 December
2012 2013 2014
GBP000 GBP000 GBP000
Non-current assets
Intangible assets 321 387 436
Property, plant and equipment 5 5 12
326 392 448
Current assets
Other receivables 124 101 79
Cash and cash equivalents 4,004 1,550 477
4,128 1,651 556
Total assets 4,454 2,043 1,004
Current liabilities
Trade and other payables (903) (919) (694)
Interest bearing loans
and borrowings (4,843) (7,093) (8,258)
Other liabilities (80) (36) (50)
(5,826) (8,048) (9,002)
Non-current liabilities
Interest bearing loans
and borrowings - - (197)
Other financial liabilities (1,871) (1,312) (10,089)
(1,871) (1,312) (10,286)
Total liabilities (7,697) (9,360) (19,288)
Net liabilities (3,243) (7,317) (18,284)
Equity
Share capital 365 365 365
Share premium 2,393 2,393 2,393
Currency translation reserve (71) (30) 218
Retained earnings (7,005) (10,792) (23,006)
Equity attributable to
owners of the parent (4,318) (8,064) (20,030)
Non-controlling interest 1,075 747 1,746
Total equity (3,243) (7,317) (18,284)
Phosphate Therapeutics Limited
Income statement
Year Year Year
ended ended ended
31 December 31 December 31 December
2012 2013 2014
GBP000 GBP000 GBP000
Research and development
expenditure (513) (1,647) (2,810)
Administrative expenses (203) (106) (207)
Operating loss (716) (1,753) (3,017)
Financial income 11 4 -
Financial expense (680) (767) (1,700)
Loss before tax (1,385) (2,516) (4,717)
Taxation 19 286 (280)
Loss for the period (1,366) (2,230) (4,997)
All activities relate to continuing operations.
Phosphate Therapeutics Limited
Statement of other comprehensive income
Year Year Year
ended ended ended
31 December 31 December 31 December
2012 2013 2014
GBP000 GBP000 GBP000
Loss for the period (1,366) (2,230) (4,997)
Phosphate Therapeutics Limited
Balance sheet
Year Year Year
ended ended ended
31 December 31 December 31 December
2012 2013 2014
GBP000 GBP000 GBP000
Non-current assets
Intangible assets 806 865 846
Current assets
Trade and other receivables 244 166 206
Other financial assets - - 1,563
Cash and cash equivalents 2,445 1,331 6
Tax receivable 19 306 -
2,708 1,803 1,775
Total assets 3,514 2,668 2,621
Current liabilities
Trade and other payables (177) (651) (860)
Interest bearing loans
and borrowings (4,702) (5,612) (10,353)
Total liabilities (4,879) (6,263) (11,213)
Net liabilities (1,365) (3,595) (8,592)
Equity
Share capital 1 1 1
Retained earnings (1,366) (3,596) (8,593)
Total equity (1,365) (3,595) (8,592)
Established manufacturing partners
Feraccru is currently manufactured on behalf of the Company by
Piramal Healthcare UK Limited ("Piramal"), a leading provider of
clinical services and commercial manufacturing to the global
pharmaceutical industry. The Group has been working with Piramal
since 2010. Piramal has been contracted to produce sufficient
commercial batches of Feraccru in time for planned launch.
Reasons for the Offer
The Company intends to use its existing cash balances and net
proceeds from the Offer with the clear objective of bringing both
Feraccru and PT20 to a stage where they can generate significant
revenues. The net proceeds from the Offer are intended to be
applied as follows:
-- Continue to develop Feraccru by conducting further clinical
trials to support commercial plans by facilitating further
regulatory approvals in the US and other markets and in other
indications
-- Continue to develop PT20, including a planned pivotal Phase 3
programme, and subsequently to seek marketing approval for PT20 in
Europe and the US
-- Fund other regulatory and manufacturing costs
-- Prepare for the launch of Feraccru in European markets and subsequently in the US market
-- Fund necessary expansion of the Group's central infrastructure
-- Buy-out historic Feraccru royalty arrangements with Vitra Pharmaceuticals
Board and corporate governance
The Company has an experienced Board with extensive expertise in
the pharmaceutical and biotechnology industry. On Admission, the
Board is expected to comprise of the following:
-- Non-Executive Chairman: Dr Andrew Heath
-- Chief Executive Officer: Carl Sterritt
-- Chief Financial Officer and Company Secretary: Richard Jones
-- Non-Executive Director: Dr Lynn Drummond
-- Non-Executive Director: James Karis
There is an intention to appoint another Non-Executive Director
and the Group is in discussions with potential candidates and will
make an announcement on an appointment as soon as practicable after
Admission. W Health L.P., an existing major institutional investor
will be entitled to and is expected to nominate one Non-Executive
Director for appointment to the Board on or before Admission.
Biographical details for the nominee will be set out in the
Prospectus.
NOTES FOR EDITORS
Board Biographies
Dr Andrew Heath (Non-Executive Chairman) - Dr Andrew Heath is a
highly experienced healthcare and biopharmaceutical executive with
in-depth knowledge of US and UK capital markets and international
experience in marketing, sales, R&D and business development.
Dr Heath is currently Deputy Chairman and Senior Independent
Director of Oxford BioMedica plc and is a non-executive director of
Novacyt SA, IHT LLC and Anew Inc. Dr Heath was formerly a director
of the BioIndustry Association and he was Chief Executive Officer
of Protherics plc from 1999 to 2008, taking the company from 30 to
350 staff and managing its eventual acquisition by BTG for GBP220
million. Prior to this Andrew served as Vice President of Marketing
and Sales, for Astra Inc in the U.S. and also held senior positions
at Glaxo Sweden.
Carl Sterritt (Chief Executive Officer) - With 20 years' of
management and executive level experience in pharmaceutical
development and commercialisation in both large and small company
settings, Carl has led the Group as its CEO since he co-founded SHG
in 2008 and PTL in 2011. Previously, Carl held senior management
roles at United Therapeutics and Encysive Pharmaceuticals, working
on innovative therapies for the treatment of pulmonary arterial
hypertension. Carl joined United Therapeutics to establish the
company's European operations in preparation for the marketing
approval of Remodulin, subsequently running the subsidiary for six
years. In collaboration with physicians in Germany, he was
responsible for and holds patents related to United Therapeutics'
decision to develop and commercialise an inhaled version of
treprostinil; now successfully commercialised in the US as Tyvaso.
Carl was instrumental in the successful commercial launch of Thelin
in Europe and the rapid growth of Encysive's European operations.
Carl founded SHG after Pfizer Inc. acquired Encysive for more than
$300m.
Richard Jones, ACA (Chief Financial Officer and Company
Secretary) - Richard was appointed a Non-Executive Director of SHG
in early 2010 and Chief Financial Officer in April 2011. Richard
has advised the Group since its inception in his previous role as
an investment banker with both Brewin Dolphin Securities and
Investec. Richard has a strong track record in advising clients on
a wide range of transactions and fundraisings including IPOs,
M&A and fundraisings. With more than 10 years' advisory
experience in the investment banking industry, his particular focus
was in the healthcare sector where he developed extensive
experience with a broad range of clients including private
companies, private equity and UK and European quoted companies.
Richard qualified as a Chartered Accountant with PwC in 1991.
Dr Lynn Drummond (Non-Executive Director) - Lynn has a strong
track record within life sciences, bringing over twenty five years
of management and advisory experience to the sector. Lynn spent 16
years at N.M. Rothschild in London most recently as a Managing
Director within the investment banking division, with a particular
focus on transactions within the healthcare sector. Prior to this
she worked in the Cabinet Office in London as Private Secretary to
the Chief Scientific Advisor. She spent the early part of her
career as a research scientist, including a year in Tokyo, Japan as
a post-doctoral research fellow. Lynn joined the board of directors
of SHG in 2013 and has provided valuable input into the development
of Feraccru and the strategic direction of SHG. She is currently
also Non-Executive Chairman of Infirst Healthcare and Venture Life
Group plc and is a Non-Executive Director of RPC Group plc. Dr
Drummond holds a Bachelor of Science Degree in Chemistry from the
University of Glasgow and a PhD in Biochemistry from the University
of London. She is a Fellow of the Royal Society of Edinburgh and a
Fellow of the Royal Society of Chemistry.
James Karis (Non-Executive Director) - James is a life sciences
and healthcare industry executive with over 35 years of experience
in the pharmaceutical, healthcare services, technology and medical
device industries. A proven entrepreneur he is also an experienced
Board member for public and private companies with extensive
experience in corporate strategy, M&A and all aspects of
company financing. He is currently Chief Executive Officer of
privately held Mapi Group, a company focused on conducting late
phase studies as well as providing regulatory and reimbursement
support to the pharmaceutical and device Industries. James has
previously held senior management and executive roles at CollabRx,
Entelos, Inc., PAREXEL International, Pharmaco International and
Baxter International. He has a B.S. in Management and Economics
from Purdue University and a M.A. in Applied Economics from The
American University.
References
(1) Pursuant to the Corporate Reorganisation, Shield
Therapeutics plc will, upon Admission, become the ultimate holding
company of the Group with two directly held, wholly owned
subsidiaries, Shield Holdings AG and Phosphate Therapeutics
Limited
(2) GfK UK Limited estimates based on market and industry data
research undertaken by GfK, which will be set out in the Prospectus
in a report prepared by GfK.
Forward-looking statements
This announcement contains "forward-looking" statement, beliefs
or opinions. These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the
control of Shield and all of which are based on the Directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "shall", "risk", "intends", "estimates",
"aims", "plans", "predicts", "projects", "continues", "assumes",
"positioned" or "anticipates" or the negative thereof, other
variations thereon or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events, assumptions or
intentions. These forward-looking statements include all matters
that are not historical facts. Forward-looking statements may and
often do differ materially from actual results. They appear in a
number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Directors or Shield with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
business concerning, amongst other things, the results of
operations, financial condition, liquidity, prospects, growth and
strategies of Shield and the industry in which it operates. These
forward-looking statements and other statements contained in this
announcement regarding matters that are not historical facts
involve predictions. No assurance can be given that such future
results will be achieved; actual events or results may differ
materially as a result of risks and uncertainties facing Shield.
Such risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement. Nothing in this announcement is, or should be relied
on as, a promise or representation as to the future. The Company
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Rules, the Listing Rules or the Disclosure Rules and
Transparency Rules of the Financial Conduct Authority (the "FCA").
No statement in this announcement is intended as a profit forecast
or profit estimate.
Each of Investec, Canaccord and RBC and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statements contained
in this announcement whether as a result of new information, future
developments or otherwise.
Important notice
The contents of this announcement, which have been prepared by
and are the sole responsibility of Shield, have been approved by
Investec solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000.
Important information
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada or Japan or to any
persons in any of those jurisdictions, except in compliance with
applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities laws. The distribution
of this announcement in other jurisdictions may be restricted by
law and persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
This announcement does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for securities in the United States,
Australia, Canada or Japan or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful.
The securities to which this announcement relates have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulatory authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state laws. There will be no public
offer of the securities in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada or Japan or to any national, resident or citizen
of Australia, Canada or Japan.
The securities to which this announcement relates have not been
approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any United States regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the securities or the accuracy of adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
In any EEA Member State that has implemented Directive
2003/71/EC, as amended including by Directive 2010/73/EU (together
with any applicable implementing measures in any Member State, the
"Prospectus Directive"), this announcement is only addressed to and
is only directed at qualified investors in that Member State within
the meaning of the Prospectus Directive.
This announcement is an advertisement and not a prospectus.
Investors should not subscribe for or purchase any securities
referred to in this announcement except in compliance with
applicable securities laws on the basis of information in the
Prospectus intended to be published by Shield in due course in
connection with the offer of its Shares and the proposed admission
of its Shares to the premium listing segment of the Official List
and to trading on the Main Market of the London Stock Exchange.
Copies of the Prospectus will, following publication, be available,
subject to applicable securities laws, from
www.shieldtherapeutics.com and at the Company's main office at:
Northern Design Centre, Baltic Business Quarter, Gateshead Quays
NE8 3DF.
Any purchase of Shares in the proposed Offer should be made
solely on the basis of the information contained in the final
Prospectus to be issued by the Company in connection with the
Offer, which will contain detailed information about the Company
and its management, as well as financial statements. Before
purchasing any Shares, persons viewing this announcement should
ensure that they fully understand and accept the risks, which will
be set out in the Prospectus when published. The information in
this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its
accuracy or completeness. This announcement does not constitute or
form part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for any Shares
or any other securities nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.
This announcement does not constitute a recommendation
concerning the Offer. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Before purchasing any Shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks that will be set out in the
Prospectus, when published. Information in this announcement or any
of the documents relating to the Offer cannot be relied upon as a
guide to future performance. There is no guarantee that Admission
will occur and you should not base your financial decisions on
Shield's intentions in relation to Admission at this stage.
Potential investors should consult a professional advisor as to the
suitability of the Offer for the entity concerned.
Each of Investec and RBC is authorised by the UK Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
FCA in the United Kingdom. Canaccord is authorised and regulated by
the FCA in the United Kingdom. Each of Investec, Canaccord and RBC
is acting exclusively for the Company and no one else in connection
with the Offer and will not regard any other person as a client in
relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients nor for giving advice in relation to the Offer
or any transaction, matter or arrangement referred to in this
announcement.
In connection with the Offer, each of Investec, Canaccord and
RBC and any of their respective affiliates, acting as investors for
their own accounts, may subscribe for or purchase Shares and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Shares and other
securities of Shield or related investments in connection with the
Offer or otherwise. Accordingly, references in the Prospectus, once
published, to the Shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by, Investec, Canaccord and RBC or any of their respective
affiliates acting as investors for their own accounts. Investec,
Canaccord and RBC and their respective affiliates do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on any of Investec, Canaccord and RBC by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
Investec, Canaccord and RBC or any of their respective affiliates
accepts any responsibility whatsoever for, or makes any
representation or warranty, express or implied, as to the contents
of this announcement or for any other statement made or purported
to be made by it, or on its behalf, in connection with the Company,
the Shares or the Offer and nothing in this announcement will be
relied upon as a promise or representation in this respect, whether
or not to the past or future. Each of Investec, Canaccord and RBC
and their respective affiliates accordingly disclaims all and any
responsibility or liability, whether arising in tort, contract or
otherwise (save as referred to above) in respect of this
announcement or any such statement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ITFUGUUPBUPQPGQ
(END) Dow Jones Newswires
September 07, 2016 02:01 ET (06:01 GMT)
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