5 FEBRUARY 2016
ImmuPharma PLC
Placing and Subscription Raises £8.3 million
ImmuPharma PLC (LSE:IMM) ("ImmuPharma" or the "Company"), the specialist drug discovery and development company, is pleased to announce the successful completion of the conditional fund raise, comprising the Placing and Subscription, announced earlier today.
The Company has conditionally raised, in aggregate, £8.3 million (before expenses) by way of the placing of 14,901,800 new ordinary shares of 10 pence each in the Company ("Placing Shares") at the Placing Price of 26 pence per share to raise £3.9 million and the subscription of 17,021,277 Subscription Shares by Lanstead at the Issue Price of 26 pence per share to raise £4.4 million. The Subscription has been completed pursuant to a related Sharing Agreement, the terms of which were provided in the announcement made earlier today. The net proceeds of the Placing and Subscription receivable by the Company will be used to fund the pivotal Phase III clinical trial of Lupuzor™, the Company's lead programme for the potential breakthrough compound for Lupus.
In total, the 32,774,141 new Ordinary Shares to be issued, in respect of the Placing Shares, Subscription Shares and the 851,064 Value Payment Shares (the "New Ordinary Shares"), represent approximately 37.0 per cent. of the existing issued share capital of the Company prior to the Placing and Subscription. The Placing Price and Issue Price represent a discount of 10.3 per cent. to the average mid-market closing price on 4 February 2016, being the last practicable date prior to the date of this announcement.
Completion of the Placing, Subscription and the Sharing Agreement remains subject, inter alia, to the approval of the Resolutions at the General Meeting to be held on or around 10 a.m. on 22 February 2016, and on the Admission of the New Ordinary Shares to trading on AIM. Admission is expected to take place at 8 a.m. on 25 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 8 a.m. on 24 March 2016) at which time the Placing and Subscription will become unconditional, and that dealings in the New Ordinary Shares on AIM will commence at the same time.
The New Ordinary Shares will be issued credited as fully paid and will be identical to, and rank pari passu in all respects with, the Existing Ordinary Shares, including the right to all dividends and other distributions declared, made or paid in respect of the Existing Ordinary Shares following the date of Admission.
The Company has applied to HM Revenue and Customs to receive VCT Advance Assurance and / or EIS Advance Assurance. The issue of any EIS Shares and the VCT Shares within the Placing is conditional upon EIS Advance Assurance and VCT Advance Assurance respectively being obtained prior to 22 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 23 March 2016). However, despite EIS Advance Assurance having previously been obtained by the Company, there can be no certainty that either VCT Advance Assurance or EIS Advance Assurance will be granted by HM Revenue and Customs, or that either VCT Advance Assurance or EIS Advance Assurance will be forthcoming in advance of the dates given above. The Placing will nonetheless proceed (subject to the other conditions of the Placing Agreement) for the Placing Shares which are not EIS Shares or VCT Shares even if Advance Assurances are not obtained.
A Circular to Shareholders, including a notice convening the General Meeting, will be despatched today and will also be available on the Company's website shortly at http://www.immupharma.org/. The Directors have irrevocably undertaken to vote in favour, or procure the vote in favour, of the Resolutions, amounting to, in aggregate, 26,648,779 Ordinary Shares, representing approximately 30.07 per cent. of the Existing Ordinary Shares.
Director Dealings and Related Party Transaction
In addition to the participation by Simbec-Orion Limited, the international CRO conducting the Lupuzor™ Phase III trial, in the Placing, all of the Directors of the Company have participated in the Placing, as set out in the table below:
Director |
Number of Ordinary Shares currently held |
% of Existing Ordinary Shares |
Placing Shares acquired |
Resulting number of Ordinary Shares held |
% of enlarged share capital |
Robert Zimmer |
23,056,602 |
26.02% |
1,230,769 |
24,287,371 |
20.01% |
Tim McCarthy |
- |
- |
38,462 |
38,462 |
0.03% |
Dimitri Dimitriou |
3,528,968 |
3.98% |
38,462 |
3,567,430 |
2.94% |
Franco Di Muzio |
60,950 |
0.07% |
38,462 |
99,412 |
0.08% |
Stephane Mery |
2,259 |
0.0025% |
19,231 |
21,490 |
0.02% |
Immediately following Admission, the Directors will together hold 28,014,165 Ordinary Shares, representing 23.1 per cent. of the Company's share capital enlarged by the New Ordinary Shares.
Where a company enters into a related party transaction, under the AIM Rules the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.
As detailed above, Robert Zimmer has an interest in approximately 23,056,602 Ordinary Shares (representing an interest of approximately 26.0 per cent. of the Existing Ordinary Shares). By virtue of Robert Zimmer's current interests in the Company, he is considered to be a "related party" as defined under the AIM Rules, and accordingly his participation in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
The independent Directors, consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of Robert Zimmer's participation in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as Financial Adviser, Nominated Adviser and Corporate Broker.
For further information please contact:
ImmuPharma plc Tim McCarthy, Chairman Lisa Baderoon, Head of Investor Relations www.immupharma.org |
+ 44 (0) 20 7152 4080 + 44 (0) 7721 413496 [email protected] |
Panmure Gordon (Financial Adviser, Nominated Adviser & Broker) Fred Walsh, Duncan Monteith, Corporate Finance Charles Leigh-Pemberton, Corporate Broking |
+44 (0) 20 7886 2500 |
Capital Access Group (Investor Relations) Simon Courtney Elliott Berstock |
+44(0)20 3763 3400 |
All defined terms used in this announcement are defined, unless otherwise defined here, in the appendix to the Proposed Placing and Subscription and Notice of General Meeting announcement made earlier today.
