Proposed Placing & Subscription to raise up to £9M

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Avacta Group plc

("Avacta", the "Group" or the "Company") 

Proposed Placing and Subscription to raise up to £9 million

and

Notice of General Meeting

 

Avacta Group plc (AIM: AVCT), the developer of Affimer^® biotherapeutics and research reagents, is pleased to announce a proposed Placing and Subscription (together the "Fundraising") to raise gross proceeds of up to £9 million through the issuance of up to 59,777,013 new ordinary shares ("Ordinary Shares") at a price of 15 pence per share. The Fundraising comprises of up to 59,577,013 placing shares (the "Placing Shares") and 200,000 subscription shares (the "Subscription Shares"). Admission of both the Placing Shares and the Subscription Shares is subject to, amongst other things, shareholder approval at the general meeting ("General Meeting"), notice of which will be sent to shareholders shortly.

finnCap is acting as nominated adviser and joint broker, alongside WG Partners and Turner Pope who will also be acting as joint brokers in connection with the Placing (together the "Joint Brokers"). Neither the Placing or Subscription is to be underwritten.

INTRODUCTION

 

The Company today announced the proposed Fundraising comprising the Placing and the Subscription to raise up to £9 million for the Company (before expenses) to help to deliver the next key value inflection points, being:

 

•    the phase 1 clinical trial of AVA6000 pro-doxorubicin;

•    continuing to advance Affirmer immunotherapy pipeline with partners; and

•    delivering further commercial progress for therapeutics and diagnostics.

 

On 19 July 2019, the Company obtained advance assurance from HMRC that a subscription for New Ordinary Shares was capable of qualifying for EIS tax reliefs. Further details as regards EIS relief are set out in paragraph 10 below.

 

The Issue Price is at a discount of approximately 11.8 per cent to the closing price of the Ordinary Shares on AIM to 17 October 2019, being 17 pence per Ordinary Share.

 

The Fundraising is, amongst other things, subject to Shareholder approval, which will be proposed at the General Meeting.

 

BACKGROUND ON THE COMPANY

 

Avacta is developing novel cancer immunotherapies combining its two proprietary platforms - Affimer^® biotherapeutics and tumour targeted chemotherapy. With this approach, the Company aims to address the lack of a durable response to current immunotherapies experienced by most patients. The Company is also generating near-term revenues from Affimer® reagents for diagnostics, bioprocessing and research, through a separate business unit.

 

The Affimer® platform is an alternative to antibodies derived from a small human protein. Affimer® technology has been designed to address many of the negative performance issues of antibodies, principally: the time taken, and the reliance on an animal's immune response, to generate new antibodies; poor specificity in many cases; large size and cost. The Board believes that the Affimer® technology has significant commercial and technical benefits that provide major competitive advantages in both drug development and diagnostics.

 

Avacta's lead targeted chemotherapy programme, AVA6000 Pro-doxorubicin, is seeking to address the significant toxicity of a well established cancer drug, Doxorubicin, which limits the duration of dosing and eligible patient population. Doxorubicin has been the standard of care treatment for over 40 years for patients with advanced soft tissue sarcomas ("ASTS"). However, patients are taken off the treatment due to irreversible heart failure once the cumulative dose reaches 450 mg/m2, even if they are experiencing clinical benefit. As a result, median progression free survival for ASTS patients is approximately six months, with median overall survival of 12 to 15 months. This severe cardiotoxicity limits the size of the Doxorubicin market, but it is still nearly $1bn. AVA6000 Pro-doxorubicin is inert when given to the patient until activated in the tumour by an enzyme called fibroblast activation protein ("FAP"). This tumour-targeted activation reduces the exposure of the heart and other healthy tissues to the active chemotherapy drug and concentrates the active drug in the tumour. The improved safety and efficacy of AVA6000 compared with standard Doxorubicin has been demonstrated in mouse models of cancer. Avacta is looking to initiate phase I clinical trials in patients with soft tissue sarcomas with AVA6000 Pro-doxorubicin in mid-2020.

 

The growing in vitro and in vivo Affimer® therapeutics data packages are improving the potential for substantial deal-making. The Group has established a significant drug development partnership with LG Chem Life Sciences ("LG Chem"), part of the South Korean LG Group, to develop Affimer® therapeutics in several disease areas. Following a research collaboration with Moderna Therapetuics Inc. ("Moderna"), the two companies also entered into an exclusive licensing agreement with respect to certain Affimers® against a potential therapeutic target. Moderna was granted exclusive access to Avacta's Affimer® technology for certain collaboration targets and the option to enter into exclusive licence agreements on pre-agreed terms to further research, develop and commercialise Affimers® selected by Moderna. Most recently Avacta has entered into a collaboration and licence option agreement with ADC Therapeutics SA ("ADC Therapeutics") to combine Affimer® proteins that bind to certain cancer biomarkers with ADC Therapeutics' PBD warheads in Affimer® drug conjugates. Each of these collaborations and commercial agreements is fully funded by the partner.

 

The Avacta reagents business unit works with partners world-wide to develop Affimers® for evaluation by those third parties with the objective of establishing royalty bearing license deals with a particular focus on the diagnostics sector. The Company is also developing a small in-house pipeline of Affimer®-based diagnostic tests for licensing. The Group has made good progress in establishing a revenue stream based on the non-therapeutic applications of Affimer® technology and is aiming to establish a significant number of license and supply deals for Affimer® reagents as quickly as possible that could generate recurring royalty-based revenue such as the deal announced recently with New England Biolabs.

 

 

CURRENT TRADING AND OUTLOOK

 

Recently the Company entered a collaboration and option agreement with ADC Therapeutics SA, a clinical-stage oncology-focused biotechnology company pioneering the development of highly potent and targeted antibody-drug conjugates for patients suffering from haematological malignancies and solid tumours. Under the terms of the agreement, ADC Therapeutics will cover all Avacta's costs during the collaboration. Upon ADC Therapeutics entering into each of the commercialisation licences and successfully bringing new Affimer® drug conjugates to market, Avacta will receive option fees, development and commercialisation milestones, as well as a single-digit royalty on sales.

 

AVA6000

 

Avacta expects to file an IND/CTA application by the end of 1Q2020, to dose first patients with AVA6000 Pro-doxorubicin by the end of 2Q2020 with initial read-out expected in 3Q/4Q2020. A positive outcome to this phase I study would require only an improved safety profile compared with standard Doxorubicin since the efficacy of this existing chemotherapy is well known. Positive data could lead to a significant licensing opportunity for AVA6000 with companies currently marketing existing Doxorubicin products or with companies that are currently carrying out clinical studies combining Doxorubicin with their checkpoint inhibitors. A successful outcome to the study would also open the potential to using the FAP targeting technology developed at Tufts University and exclusively licensed by Avacta to improve the safety profile of many other chemotherapies.

 

AVA004

 

The Group has remained on track to enter the clinic for first-time-in-human trials of the Affimer® platform in 2020 and has selected a specific Affimer® molecule (AVA004-251Fc) as its clinical candidate because of its excellent in vitro and in vivo pharmacological properties. This Affimer® has been shown to have equivalent tumour growth inhibition to three approved monoclonal antibody inhibitors of PD-L1 (Tecentriq, Imfinzi and Bavencio) in several in vivo animal efficacy models. The Group is now close to completing cell line development, the first stage in the manufacturing process, with its partner Selexis. The next step of GMP manufacturing of AVA004-251 with a partner that has been identified and is expected to cost the Group approximately £5 million and therefore, following completion of the Fundraising, this will be paused whilst the Group focuses on the nearest major value inflection point of delivering phase I data for AVA6000.

 

Research and Diagnostics Reagents

The combined revenue plus order intake figure for the research and diagnostics business unit for the 12 months ending 31 July 2019 of £1.2 million shows strong growth of 130 per cent. compared with previous 12 months and the Board believes that this provides a solid platform to deliver on full year revenues.

There is a pipeline of ongoing paid-for technology evaluations and custom Affimer® services projects with global commercial partners:

·      7 diagnostics evaluations including 4 with top ten global in vitro diagnostic companies, all of which could lead to licensing deals;

·      14 projects with pharma and biotech companies including 4 out of the top 10 largest pharmaceutical companies; and

·      2 evaluations with bioprocessing companies, one being a global leader in affinity purification, and both with the potential to deliver licensing deals.

Having identified the diagnostics market as the main area of opportunity for Affimer® reagents, the Group will now focus its resources on business development and research activities in this market, and continue to develop a small pipeline of Affimer® based diagnostic tests for licensing. This focus on the diagnostics market will also enable the Company to reduce the cost base associated with its research and diagnostics reagents activities but with the objective of maintaining good revenue growth.

 

The Company confirms that following the Fundraising it has sufficient working capital in place for at least the next 12 months.

 

REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS

 

The Fundraising will raise up to £9 million (before expenses). As referred to above, the Company intends to utilise the net proceeds of the Fundraising to enter the clinic with its first programme, to secure further significant drug development partnerships that help progress the Company's technology platforms, and to continue to grow revenues and secure licensing partnerships for Affimer® diagnostics reagents.

 

It is proposed that approximately £6.5 million of the proceeds will be:

 

·      deployed into generating phase I data for AVA6000 pro-doxorubicin; and

·      used to continue business development activities to generate additional therapeutic partnerships and licensing agreements.

 

The Company will continue its collaborations and commercial partnerships with LG Chem and ADC Therapeutics that are fully paid for by the partners.

 

In addition, the balance of proceeds will be invested:

 

·      to continue to grow the custom Affimer® reagents revenue stream with a strong focus on diagnostics; and

·      to continue to develop a small pipeline of Affimer® based diagnostic tests for licensing.

DIRECTORS' PARTICIPATION

 

The Directors will invest a total of £15,000 in the Fundraising as follows:

 

Alastair Smith, CEO, has agreed to subscribe for 33,334 Subscription Shares at the Issue Price for a total of £5,000. His resultant holding will be 679,643 Ordinary Shares representing approximately 0.39 per cent of the Enlarged Share Capital as set out below.

 

Eliot Forster, Chairman, has agreed to subscribe for 33,333 Subscription Shares at the Issue Price for a total of £5,000. His resultant holding will be 153,333 Ordinary Shares representing approximately 0.09 per cent of the Enlarged Share Capital as set out below.

 

Trevor Nicholls, Non-Executive Director, has agreed to subscribe for 33,333 Subscription Shares the Issue Price for a total of £5,000. His resultant holding will be 108,333 Ordinary Shares representing approximately 0.06 per cent of the Enlarged Share Capital as set out below.

 

The participating Directors' interests as at the date of this announcement and immediately following completion of the Fundraising are as follows:

 

Name	Existing beneficial interest in Ordinary Shares	Shares subscribed for	Interest in Enlarged Share Capital	% of Enlarged Share Capital
Alastair Smith*	646,309	33,334	679,643	0.39%
Eliot Forster	120,000	33,333	153,333	0.09%
Trevor Nicholls	75,000	33,333	108,333	0.06%

 

*In addition, Alastair Smith has a joint interest in 1,640,000 Ordinary Shares. Such Ordinary Shares are jointly held by Mr Smith individually and Avacta Group Trustee Limited in its capacity as trustee of The Avacta Employees' Share Trust. The precise nature of the joint interest is described within Joint Share Ownership Agreements between Alastair Smith (dated 9 January 2012 and 15 February 2016) and Avacta Group Trustee Limited and Avacta Group Plc.

 

RELATED PARTY TRANSACTIONS

 

The participation of Alastair Smith, Eliot Forster and Trevor Nicholls in the Fundraising is deemed a related party transaction pursuant to the AIM Rules. The Independent Directors consider, having consulted with the Company's nominated adviser, finnCap, that the terms of such Directors' participation in the Fundraising is fair and reasonable insofar as the Shareholders are concerned.

 

The participation of IP Group and JO Hambro in the Placing are deemed related party transactions pursuant to the AIM Rules. The Independent Directors consider, having consulted with the Company's nominated adviser, finnCap, that the terms of IP Group's and JO Hambro's participation in the Placing is fair and reasonable insofar as the Shareholders are concerned.

 

THE PLACING AND THE PLACING AGREEMENT

 

The Company has raised up to £9 million (before expenses) through the Placing, conditional on (inter alia) First Admission and Second Admission, at the Issue Price. The Issue Price represents a discount of approximately 11.8 per cent to the closing price of the Ordinary Shares on AIM to 17 October 2019, being 17 pence per share.

 

First Admission is conditional, inter alia, on:

 

·      the relevant conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to First Admission;

·      the passing of Resolution 1;

·      the Subscription Letters having been duly executed by all parties thereto; and

·      First Admission becoming effective by no later than 8.00 a.m. on 5 November 2019 (or such later time and/or date as the Company and the Joint Brokers may agree, not being later than 8.00 a.m. on 19 November 2019).

 

Second Admission is conditional, inter alia, on:

 

·      the relevant conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Second Admission;

·      First Admission becoming effective; and

·      Second Admission becoming effective by no later than 8.00 a.m. on 6 November 2019 (or such later time and/or date as the Company and the Joint Brokers may agree, not being later than 8.00 a.m. on 19 November 2019).

 

First and Second Admission are structured as two separate admissions to seek to enable certain investors in the Company to potentially be able to benefit from EIS/VCT tax reliefs.

 

It is expected that dealings in the First Placing Shares will commence at 8:00 a.m. on 5 November 2019, or in any case, by such later time and/or date as the Company and the Joint Brokers may agree, being not later than 8:00 a.m. on 19 November 2019 (the "Long Stop Date").

 

It is expected that dealings in the Second Placing Shares will commence at 8:00 a.m. on 6 November 2019, or in any case, by such later time and/or sate as the Company and the Joint Broker may agree, being not later than the Long Stop Date.

 

In connection with the Fundraising, the Company has entered into the Placing Agreement pursuant to which the Joint Brokers have each agreed, in accordance with its terms, to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

 

The Placing Agreement contains customary undertakings and warranties given by the Company to the Joint Brokers including as to the accuracy of information contained in this announcement, to matters relating to the Group and its business and a customary indemnity given by the Company to the Joint Brokers in respect of liabilities arising out of or in connection with the Fundraising. Each of finnCap and WG Partners may, in its absolute discretion, terminate the Placing Agreement in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company or the occurrence of certain force majeure events.

 

The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after each of First Admission or Second Admission (as applicable) and will otherwise rank on each of First Admission or Second Admission (as applicable) pari passu in all respects with the Ordinary Shares then in issue. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

 

The Fundraising is not underwritten (in whole or in part).

 

THE SUBSCRIPTIONS

 

Pursuant to the Subscription Letters, the Subscribers have conditionally agreed to subscribe for the Subscription Shares at the Issue Price, raising approximately £30,000 in aggregate.

 

The Subscriptions are conditional upon (i) the Placing Agreement not being terminated in accordance with its terms and (ii) First Admission becoming effective and Second Admission taking place at 8:00 a.m. on 6 November 2019 or such later time and/or date (being not later than the Long Stop Date) as the Company and the Joint Brokers may agree.

 

GENERAL MEETING

 

A notice of the General Meeting will today be sent to Shareholders convening the General Meeting to be held at the offices of Walker Morris LLP at 33 Wellington Street, Leeds LS1 4DL at 10:00 a.m. on 4 November 2019.

 

The Directors believe the Fundraising to be the most appropriate way to provide the capital necessary to meet the Company's future requirements. Should the Fundraising not proceed for any reason, the Company would need to find alternative funding or else face future uncertainty. The Directors urge Shareholders to vote in favour of Resolution 1, detailed in the Circular.

 

ADMISSION, DEALINGS AND SETTLEMENT ON AIM

 

The New Ordinary Shares will be allotted and issued fully paid and will, on issue, rank pari passu with the Ordinary Shares then in issue, including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of issue together with all rights attaching to them and free from all liens, charges and encumbrances of any kind.

 

Applications will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM and it is expected that First Admission will become effective and trading in the First Placing Shares will commence at 8.00 a.m. on 5 November 2019 and that Second Admission will become effective and trading in the Second Placing Shares and the Subscription Shares will commence at 8:00 a.m. on 6 November 2019.

 

For further information from Avacta Group plc, please contact:

Avacta Group plc Alastair Smith, Chief Executive Officer Tony Gardiner, Chief Financial Officer	Tel: +44 (0) 844 414 0452 www.avacta.com
finnCap Ltd Geoff Nash / Giles Rolls / Teddy Whiley - Nominated Adviser Tim Redfern / Manasa Patil - ECM   WG Partners Nigel Birks / Nigel Barnes David Wilson / Claes Spang	Tel: +44 (0) 207 220 0500 www.finncap.com     Tel: +44 (0) 203 705 9318 Tel: +44 (0) 203 705 9317 www.wgpartners.co.uk
Turner Pope Andy Thacker Zoe Alexander	Tel: +44 (0) 203 657 0050 www.turnerpope.com
Zyme Communications (Trade and Regional Media) Katie Odgaard   Yellow Jersey (Financial Media and IR) Sarah Hollins Harriet Jackson	Tel: +44 (0)7787 502 947 [email protected]    Tel: +44 (0)7764 947137 Tel: +44 (0)7544 275882 [email protected]

 

About Avacta Group plc - https://www.avacta.com

Avacta is developing novel cancer immunotherapies combining its two proprietary platforms - Affimer^® biotherapeutics and tumour targeted chemotherapy. With this approach, the Company aims to address the lack of a durable response to current immunotherapies experienced by most patients. The Company's therapeutics development activities are based in Cambridge, UK.

 

The Company benefits from near-term revenues generated from Affimer® reagents for diagnostics, bioprocessing and research, through a separate business unit based in Wetherby, UK.

 

The Affimer® platform is an alternative to antibodies derived from a small human protein. Despite their shortcomings, antibodies currently dominate markets worth in excess of $100bn. Affimer® technology has been designed to address many of these negative performance issues, principally: the time taken, and the reliance on an animal's immune response, to generate new antibodies; poor specificity in many cases; large size and cost.

 

Avacta's proprietary targeted chemotherapy platform, releases active drug only in the tumour, thereby limiting systemic exposure and improving the overall safety and therapeutic potential of these powerful anti-cancer treatments.

 

By combining these two platforms the Company is building a wholly owned pipeline of novel cancer therapies with the aim of creating effective treatments for all cancer patients including those who do not respond to existing immunotherapies. Avacta expects to take its first drug, a targeted form of the standard-of-care Doxorubicin, into the clinic in the middle of 2020.

 

Avacta has established drug development partnerships with pharma and biotech, including with Moderna Therapeutics Inc., and a deal with LG Chem worth up to $310m, and actively seeks to license its proprietary platforms in a range of therapeutic areas.

 

Avacta reagents business unit works with partners world-wide to develop Affimers® for evaluation by those third parties with the objective of establishing royalty bearing license deals with a particular focus on the diagnostics sector. The Company is also developing a small in-house pipeline of Affimer®-based diagnostic assays for licensing.

To register for news alerts by email go to www.avacta.com/investor-news-email-alerts

 

 

PLACING AND SUBSCRIPTION STATISTICS

 

Number of Existing Ordinary Shares in issue on the date of this document	116,158,123
Number of First Placing Shares	16,196,663
Number of Second Placing Shares(3)	43,380,350
Number of Subscription Shares	200,000
Aggregate number of New Ordinary Shares to be issued pursuant to the Fundraising(3)	59,777,013
Issue Price	15p
Number of Ordinary Shares in issue immediately following the First Admission(1)	132,354,786
Number of Ordinary Shares in issue immediately following the Second Admission(1), (3)	175,935,136
Percentage of the Enlarged Share Capital represented by the New Ordinary Shares immediately following the Second Admission(1), (2), (3)	33.98 per cent
Gross Proceeds from the Fundraising(2), (3)	Up to £9 million

 

(1)      Assuming no Ordinary Shares are issued between the date of this announcement and First Admission or Second Admission (as the case may be) other than the relevant New Ordinary Shares.

(2)      Assuming completion of the Fundraising at the Issue Price.

(3)      Assuming the maximum number of Second Placing Shares are issued.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Announcement of the Fundraising	18 October 2019
Publication and posting of the Circular and the Form of Proxy	18 October 2019
Latest time and date for receipt of Forms of Proxy	10:00 a.m. on 31 October 2019
General Meeting	10:00 a.m. on 4 November 2019
First Admission	8:00 a.m. on 5 November 2019
First Placing Shares credited to CREST members' accounts in uncertified form	5 November 2019
Second Admission	8.00 a.m. on 6 November 2019
Second Placing Shares and Subscription Shares credited to CREST members' accounts in uncertificated form	6 November 2019
Dispatch of definitive share certificates for New Ordinary Shares in certificated form	no later than 19 November 2019

 

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service (as such term is defined in the AIM Rules).

 

All references are to London, UK time unless stated otherwise.

 

DEFINITIONS

 

"Act"	the Companies Act 2006, as amended
"Admission"	as the context requires, First Admission and/or Second Admission
"AIM"	the market of that name, operated by the London Stock Exchange, as amended
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange, as amended
"Board" or "Directors"	the directors of the Company as at the date of the Circular, whose names appear on page 4 of the Circular
"Business Day"	a day (other than a Saturday or Sunday or public holidays in England) on which commercial banks are open for business in London
"certificated form" or "in certificated form"	an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)
"Circular"	the circular sent to shareholders on the 18 October 2019
"Company" or "Avacta"	Avacta Group Plc, a company incorporated in England and Wales with registered number 04748597
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland is the operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
"Doxorubicin"	a chemotherapy medication used to treat cancer
"EIS"	Enterprise Investment Scheme
"EIS Clearance"	the clearance dated 19 July 2019 received from HMRC confirming that the Company satisfied the relevant EIS criteria so as to enable investors in the Company to potentially be able to benefit from EIS tax reliefs
"Enlarged Share Capital"	the issued share capital of the Company as enlarged by the issue of the New Ordinary Shares
"Euroclear UK & Ireland"	Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares"	the 116,158,123 Ordinary Shares in issue on the date of this announcement
"FCA"	the Financial Conduct Authority of the UK
"finnCap"	finnCap Ltd, the Company's nominated adviser and joint broker to the Company
"First Admission"	the admission First Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"First Placing"	the placing of the First Placing Shares at the Issue Price by the Joint Brokers, pursuant to the Placing Agreement
"First Placing Shares"	the 16,196,663 new Ordinary Shares to be allotted and issued pursuant to the First Placing to VCTs and certain persons seeking to invest in "eligible shares" for the purpose of EIS pursuant to the EIS Clearance
"Form of Proxy"	the form of proxy for use in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fundraising"	together the Placing and the Subscription
"General Meeting"	the general meeting of the Company expected to be convened for 10:00 a.m. on 4 November 2019 to approve the Resolutions, or any adjournment thereof, notice of which will be set out in the Circular
"Group"	the Company and its subsidiaries as at the date of this announcement
"HMRC"	Her Majesty's Revenue and Customs
"IND/CTA"	an investigational new drug application or clinical trial application
"Independent Directors"	Mike Owen and Tony Gardiner
"Issue Price"	the issue price of the New Ordinary Shares, being 15p per New Ordinary Share
"ITA 2007"	Income Taxes Act 2007
"Joint Brokers"	finnCap, WG Partners and Turner Pope
"Link Asset Services"	a trading name of Link Market Services Limited
"London Stock Exchange"	London Stock Exchange plc
"New Ordinary Shares"	the Placing Shares and the Subscription Shares
"Notice of General Meeting"	the notice convening the General Meeting which is set out at Part II of the Circular
"Ordinary Shares"	ordinary shares of 10p each in the capital of the Company
"Placees"	subscribers for the Placing Shares pursuant to the Placing
"Placing"	the conditional placing of the Placing Shares at the Issue Price by the Joint Brokers to the Company, pursuant to the Placing Agreement
"Placing Agreement"	the conditional agreement dated 18 October 2019 between the Company, finnCap, WG Partners and Turner Pope in relation to the Placing
"Placing Shares"	the First Placing Shares and Second Placing Shares to be issued in connection with the Placing
"Registrar"	Link Asset Services, the Company's registrar
"Regulatory Information Service"	has the meaning given to it in the AIM Rules
"Resolutions"	the resolutions to be proposed at the General Meeting, details of which are set out in the Notice of General Meeting, and each a "Resolution"
"Second Admission"	the admission of the Second Placing Shares and the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules
"Second Placing"	the placing of the Second Placing Shares at the Issue Price by the Joint Brokers, pursuant to the Placing Agreement
"Second Placing Shares"	the 43,380,350 new Ordinary Shares to be allotted and issued pursuant to the Second Placing
"Securities Act"	US Securities Act of 1933, as amended
"Selexis"	Selexis SA, a company headquartered in Chemin des Aulx, 14, 1228 Plan-les-Ouates, Switzerland
"Shareholders"	holders of Ordinary Shares
"Subscribers"	subscribers for the Subscription Shares pursuant to the Subscription
"Subscription"	the conditional subscription for the Subscription Shares by the Subscribers pursuant to the Subscription Letters
"Subscription Letters"	the conditional subscription letters to be entered into by the Company and each Subscriber in connection with the Subscription
"Subscription Shares"	the 200,000 new Ordinary Shares to be issued pursuant to the Subscription
"subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking"	have the meanings ascribed to them in the Act
"Turner Pope"	Turner Pope Investments (TPI) Ltd, acting as Joint Broker of the Company
"United Kingdom" or "UK"	United Kingdom of Great Britain and Northern Ireland
"United States", "United States of America" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction
''uncertificated'' or ''in uncertificated form''	recorded on the relevant register or other record of the Ordinary Shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"VCT"	Venture Capital Trust
"WG Partners"	WG Partners LLP, acting as joint broker to the Company