ValiRx PLC Subscription Agreement Update (7643Z)
May 22 2019 - 1:00AM
UK Regulatory
TIDMVAL
RNS Number : 7643Z
ValiRx PLC
22 May 2019
VALIRX PLC
("ValiRx", the "Company" or the "Group")
Subscription Agreement Update
London, UK, 22 May 2019: ValiRx Plc (AIM: VAL), the clinical
stage biotechnology company, announces an update regarding the
second tranche ("Tranche 2") of shares to be issued under the
subscription agreement (the "Agreement" or the "Subscription") with
European High Growth Opportunities SF (the "Investor") announced on
26 April 2019.
Tranche 2
The Company advises that admission of the Tranche 2 subscription
shares is now expected to occur on or around 23 May 2019. Admission
was initially expected to occur on around 21 May 2019. A further
announcement will be made by the Company in due course in relation
to Tranche 2.
Convertible Funds & Warrants
As previously announced, the Subscription Agreement is part of a
wider financing arrangement between the Company and the Investor,
which stipulates that the Investor shall provide to the Company
additional financing by way of convertible funds with attached
warrants ("Convertible Funds" and "Warrants"). Definitive
documentation in relation to this is yet to be signed as the
Company is required to receive authority at a forthcoming
shareholder meeting to enable the Convertible Funds, including the
attached Warrants, to be implemented.
The Company wishes to provide further detail regarding two
aspects of the Convertible Funds, being the "Make Whole Amount"
provision and the "Break Fee".
Make Whole Amount
The first tranche of the Convertible Funds (totalling
GBP500,000), which will be drawn down in the event that definitive
documentation is signed, has attached to it a "Make Whole Amount"
such that the subscription price for the first tranche of the
Convertible Funds shall be reduced in the event that the Company's
share price declines in the period to the issuance of this first
tranche of the Convertible Funds. This is to be calculated by
multiplying the stock performance of the Company (expressed as a
percentage) by GBP1,000,000. The stock performance percentage is
based on any decline from a price of 0.52p, being the closing share
price of the Company's shares on 19 April 2019.
Break Fee
Should the Company not receive authority from shareholders to
issue sufficient shares for the purpose of the Convertible Funds,
or should definitive documentation in relation to the Convertible
Funds not be signed, in either case before 22 June 2019, ValiRx
shall be required to pay the investor a Break Fee totalling
GBP150,000 plus an additional amount in the event the Company's
share price declines in the period to the date the Break Fee
crystallises. This additional amount is to be calculated by
multiplying the stock performance of the Company (expressed as a
percentage) by GBP1,000,000. The stock performance percentage is
based on any decline from a price of 0.52p, being the closing share
price of the Company's shares on 19 April 2019.
The Company advises that it is commencing discussions with the
Investor to amend the basis that is used to calculate the quantum
of the Break Fee. The Company does not expect the outcome of these
discussions on the quantum of the Break Fee to have an adverse
impact on the Company. A further update will be made in due
course.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
*** ENDS ***
For more information, please contact:
ValiRx plc Tel: +44 (0) 20 3008 4416
www.valirx.com
Dr Satu Vainikka, Chief Executive Tel: +44 (0) 20 3008 4416
Tarquin Edwards, Head of Communications. Tel: +44 (0) 7879 458
364
tarquin.edwards@valirx.com
Cairn Financial Advisers LLP (Nominated Tel: +44 (0) 20 7213 0880
Adviser)
Liam Murray/Jo Turner/Ludovico Lazzaretti
Novum Securities Limited Tel: +44 (0) 20 7399 9400
Colin Rowbury
Notes for Editors
About ValiRx
ValiRx is a biotechnology oncology focused company specialising
in developing novel treatments for cancer and associated
biomarkers. It aims to make a significant contribution in
"precision" medicine and science, namely to engineer a breakthrough
into human health and well-being, through the early detection of
cancer and its therapeutic intervention.
The Company's business model focuses on out-licensing
therapeutic candidates early in the development process. By aiming
for early-stage value creation, the company reduces risk
considerably while increasing the potential for realising value.
The group is already in licensing discussions with major players in
the oncology field.
ValiRx's two classes of drugs in development, which each have
the potential for meeting hitherto unmet medical needs by existing
methods, have worldwide patent filings and agreed commercial
rights. They originate or derive from World class institutions,
such as Cancer Research UK and Imperial College.
Until recently, cancer treatments relied on non-specific agents,
such as chemotherapy. With the development of target-based agents,
primed to attack cancer cells only, less toxic and more effective
treatments are now possible. New drugs in this group-such as those
in ValiRx's pipeline-promise to greatly improve outcomes for cancer
patients.
The Company listed on the AIM Market of the London Stock
Exchange in October 2006 and trades under the ticker symbol:
VAL
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END
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