TIDMSTX
RNS Number : 5652O
Shield Therapeutics PLC
03 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), OR ANY
OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE REX RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (WHICH INCLUDES AN EXISTING MEMBER OF SHIELD
THERAPEUTICS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SHIELD
THERAPEUTICS PLC
3 October 2023
Shield Therapeutics plc
("Shield" or the "Company")
Result of REX Retail Offer
On 28 September 2023, Shield announced that it had conditionally
raised c. US$6.1m (c. GBP5.0m) pursuant to a Subscription and
Placing (the "Financing Announcement") and launched the REX Retail
Offer on the REX Platform to the Company's existing retail
shareholders. The REX Retail Offer closed at 10.00 a.m. on Tuesday,
3 October 2023 and has conditionally raised gross proceeds of
GBP118,336.88 at the Issue Price. As a result, the Company has
conditionally raised a total of approximately $6.2m (c. GBP5.1m)
pursuant to the Placing, the Subscription and the REX Retail Offer
(together, the "Fundraise").
The REX Retail Offer will result in the issue of a total of
1,479,211 REX Retail Offer Shares. In total, 63,872,271 New Shares
will be issued pursuant to the Fundraise. In addition, a further
5,147,754 new ordinary shares (the "AOP Warrant Shares") will be
issued pursuant to the exercise of all AOP's outstanding warrants
with an exercise price of 6.75p per AOP Warrant, which will raise a
further GBP347,473.40 for the Company.
The REX Retail Offer, the Placing, the Subscription and the
exercise of the AOP Warrants remain subject to Admission.
Application has been made to the London Stock Exchange for the New
Shares and the AOP Warrant Shares to be admitted to trading on AIM,
it is expected that Admission will become effective and dealings in
the New Shares and the AOP Warrant Shares will commence on AIM at
8.00 a.m. on 4 October 2023.
The Company confirms that, in accordance with the requirements
of the FCA's Disclosure and Transparency Rule 5.6.1, following
Admission the Company's issued share capital consists of
782,056,367 ordinary shares of 1.5p each in issue, each with equal
voting rights. No shares are held in treasury.
The above figure may also be used by shareholders as the
denominator in the calculations by which they will determine
whether they are required to notify their interest, or a change to
their interest, in the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Unless otherwise defined, terms used in this announcement shall
have the same meaning as those used in the Financing
Announcement.
For Further Information
Shield Therapeutics plc T: +44 (0) 191 511 8500
Greg Madison, (CEO)
Hans-Peter Rudolf, (CFO)
REX Retail
Info@rexretail.com
Peel Hunt LLP T: +44 (0) 20 7418 8900
James Steel (NOMAD and Joint Broker)
Further information on the Company can be found on its website
at www.shieldtherapeutics.com
The Company's LEI is 213800G74QWY15FC3W71
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of this
announcement should be read and understood.
Important Notices
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The REX Retail Offer Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under the applicable state securities laws of
the United States and may not be offered or sold directly or
indirectly in or into the United States. No public o ering of the
REX Retail Offer Shares is being made in the United States. The REX
Retail Offer Shares are being o ered and sold outside the United
States in "o shore transactions", as de ned in, and in compliance
with, Regulation S under the US Securities Act. In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for REX Retail
Offer Shares in the United States, Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to
herein is being made in any such jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the US Securities Act, and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
REX is a proprietary technology platform owned and operated by
Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool
Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt")
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
REX Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the REX Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Peel Hunt expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Peel Hunt
or any of its affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or
otherwise arising in connection therewith. Peel Hunt and its
affiliates, accordingly, disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The REX Retail Offer
Shares to be issued or sold pursuant to the REX Retail Offer will
not be admitted to trading on any stock exchange other than the
London Stock Exchange.
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END
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October 03, 2023 10:00 ET (14:00 GMT)
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