- Title:
Proposed investment by Redmile and Open Offer - Time:
07:00:07 - Date:
12 Oct 2020 - Category:
Miscellaneous - ID:
7108B
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU ("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
12 October 2020
Scancell Holdings plc
("Scancell" or the "Company")
Proposed investment by funds managed by Redmile Group, LLC of up to £30 million for pipeline development by way of a subscription for ordinary shares of £12.1 million and convertible loan notes of £17.9 million
Open Offer to raise up to approximately £3 million
Notice of General Meeting
Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer and infectious disease, today announces that it has raised gross proceeds of approximately £30 million from funds managed by Redmile Group, LLC (the "Redmile Funds"), a US based specialist healthcare and life sciences investment firm (the "Redmile Investment"). Alongside the Redmile Investment, the Company also proposes to make an open offer to all Qualifying Shareholders to raise additional gross proceeds of up to approximately £3.0 million for the Company (the "Open Offer").
The Company intends to use the proceeds of the Redmile Investment and the Open Offer (together the "Capital Raise") to extend the utility of the Company's ImmunoBody®, Moditope®, and AvidiMab™/tumour-associated glycans ("TaG") antibody products and platforms and to accelerate and broaden its development pipeline of new potential novel therapies and increase the funding available for the Company's COVID-19 vaccine.
The Capital Raise consists of the following:
· a subscription by the Redmile Funds for 93,071,170 new ordinary shares in the Company (the "Subscription Shares") for approximately £12.1 million at a price of 13 pence per share (the "Issue Price") (the "Subscription");
· a subscription by the Redmile Funds for convertible loan notes with an aggregate principal amount of approximately £17.9 million (the "New Convertible Loan Notes") and conversion price of 13 pence per share (subject to customary adjustments); and
· an open offer to Qualifying Shareholders of up to approximately £3.0 million at an issue price of 13 pence per Open Offer Share. The Open Offer is being made on the basis of 1 Open Offer Share for every 27 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. Shareholders subscribing for their full Open Offer Entitlements will also be invited to apply for additional Open Offer Shares through an Excess Application Facility.
The issue of the New Convertible Loan Notes and the Open Offer are subject to the Company obtaining shareholder approval to grant the Directors the necessary authorities to issue the New Convertible Loan Notes and the Open Offer Shares.
Use of proceeds
Scancell is developing novel immunotherapies for the treatment of cancer based on its technology platforms, ImmunoBody®, Moditope® and AvidiMabTM, with four products in multiple cancer indications and a vaccine in development for COVID-19.
In August, the Company completed a fundraising of £15 million before expenses primarily to fund the Company's clinical trials for Modi-1 Phase 1/2 and SCIB1 Phase 2 but also to strengthen the Company's balance sheet whilst it explored potential partnering discussions for the Company's antibody technology. The funding also enabled the Company to continue the initial development of its COVID-19 vaccine until additional third party funding was secured. In this regard, the Company subsequently announced that it had been successful in securing a grant from Innovate UK which is expected to cover the majority of costs for the Phase 1 trial.
The Capital Raise will provide the Company with significant additional balance sheet strength and will allow the Company to extend the utility of the Company's ImmunoBody®, Moditope® and AvidiMab™/TaG antibody products and platforms to accelerate and broaden its development pipeline of new potential novel therapies. In particular, proceeds from the Capital Raise are expected to be used to:
· Initiate and advance new and existing ImmunoBody® and Moditope® programmes, such as Modi-2, which is currently in pre-clinical development
· Expand the Company's resources and capabilities in development and clinical operations to expedite programmes to the clinic and broaden their potential clinical utility
· Build on existing antibody expertise to further advance the preclinical development of the TaG antibodies, including as antibody-drug conjugates ("ADC")
· Supplement the Innovate UK funding for the rapid development of a COVID-19 vaccine
· Broaden the Company's intellectual property portfolio.
This additional capital from the Capital Raise will also provide the Company with flexibility regarding the development plans for its existing therapies to ensure both optimal development and commercialisation strategies can be pursued and to limit the potential impact on the Company of economic pressures caused by COVID-19 on the Company's partners or potential future partners. Cancer Research UK (CRUK) are currently funding and sponsoring a Phase 1/2 trial with the Company's SCIB2 ImmunoBody® therapy and immune checkpoint inhibitor to target solid tumours. However in light of severe funding pressures, CRUK are currently reviewing their ability to continue to support their broad range of programmes.
As at 30 September 2020, the Company had approximately £15.1 million of cash (unaudited).
Programme and current trading update
Covid-19 vaccine
The Company recently announced that it has entered into a collaboration with Cobra Biologics to manufacture the plasmid DNA needed to generate a DNA vaccine against SARS-CoV-2. This is a crucial development stage in the production of Scancell's COVID- 19 vaccine for use in the Phase 1 clinical trial, COVIDITY, which is expected to commence in 2021.
SCIB-1
A Phase 2 clinical trial, designed to assess whether the addition of SCIB1 to the checkpoint inhibitor pembrolizumab (Keytruda) will result in an improvement in the tumour response rate, progression-free survival and overall survival in 25 patients with advanced melanoma, was initiated following regulatory approvals. The Company is actively engaged with four clinical sites in the UK with commencement of patient enrolment planned for late H2 2020, contingent on the impact of any future COVID-19 restrictions.
Modi-1
Progress towards initiating the Modi-1 Phase 1/2 clinical trial has continued with successful completion of GMP drug substance manufacture for all three of the conjugates that comprise the Modi-1 product. Successful progression to GMP drug product manufacture and formulation of clinical supplies for two of the peptide components has been completed in Q3 2020, with the third component anticipated to be manufactured in Q4 2020.
The Company continues to progress the necessary processes and documentation required for regulatory submission to start the planned clinical study in the UK in the first half of 2021. Based on these current timeline expectations, interim data is expected H2 2021 which is likely to include safety data and potentially early efficacy indicators. A more extensive trial result read out is expected around the end of 2022.
Avidimab™ platform and the TaG antibodies update
With the additional funds available from the Capital Raise, the Company intends to add further value to both the Avidimab™ platform and the TaG antibodies before concluding any licensing deals.
Patents
Two new patents have been filed in 2020: A modified Fc vaccine patent extending the life of the ImmunoBody® platform and providing new coverage for infectious disease vaccines was filed. In addition, a patent for a new Moditope® citrullination target, nucleophosmin, was also filed.
Cliff Holloway, Chief Executive of Scancell, commented: "Scancell is delighted with the continued interest and support that Redmile have demonstrated in the Company. The Board believes that broadening and deepening the Company's development pipeline will add significant value to the business and the proceeds of the Capital Raise will be transformative in our ability to achieve these goals."
Further details of the Subscription
The allotment and issue of the Subscription Shares to the Redmile Funds will be made pursuant to the existing shareholder authorities granted to the Company at its Annual General Meeting held on 12 September 2019 to allot and issue ordinary shares of the Company free from statutory pre-emption rights.
Application will be made for the Subscription Shares to be admitted to trading on AIM and it is expected that admission will become effective on or around Tuesday 14th October 2020 ("First Admission"). The Subscription is conditional upon, inter alia:
· the Redmile Subscription Agreement having become unconditional in all respects in respect of the Subscription; and
· First Admission becoming effective by no later than 8:00 a.m. on Tuesday 14th October or such later time and/or date as the Redmile Funds and the Company may agree (being no later than the Final Date).
The Subscription is not conditional on the issue of the New Convertible Loan Notes or completion of the Open Offer.
Further details of the New Convertible Loan Notes
The Redmile Funds have conditionally agreed to subscribe for approximately £17.9 million in principal amount of New Convertible Loan Notes pursuant to the Redmile Subscription Agreement.
The key terms of the New Convertible Loan Notes include:
· A principal amount of £17,900,748 split into denominations of £1 per New Convertible Loan Note.
· Interest at the rate of 3 per cent. per annum will be payable on the New Convertible Loan Notes. This can be paid in cash or Ordinary Shares at the election of the Company upon payment, unless this would result in noteholders holding shares carrying 30% or more of the voting rights of the Company, in which case the consent of 75% of noteholders (by value) is required.
· The New Convertible Loan Notes will be required to be redeemed on the redemption date which will be two years after the date of execution of the instrument creating the New Convertible Loan Notes (the "Redemption Date").
· On the Redemption Date, the New Convertible Loan Notes are convertible into Ordinary Shares at a conversion price of 13 pence per Ordinary Share, at the election of the noteholders. This conversion price is subject to customary adjustments, further details of which will be set out in the Circular. Conversion is also subject to any Takeover Code restrictions that may apply at the time of such conversion. No conversion can occur prior to the Redemption Date, save for in the event of a takeover offer being made to shareholders of the Company or upon a Nasdaq listing;
· Subject to limited exceptions, the New Convertible Loan Notes will not be transferable.
· Prior to conversion, the New Convertible Loan Notes do not entitle the holder to any voting rights in the Company.
The issue of the New Convertible Loan Notes and the Open Offer are subject to the Company obtaining shareholder approval to grant the Directors the necessary authorities to issue the New Convertible Loan Notes and the Open Offer Shares. A circular will be sent to Shareholders containing details of the Capital Raise and to convene a General Meeting at which these approvals will be sought and which will be held at 10:00 a.m. on Thursday 29 October 2020 at the offices of Scancell Holdings plc at John Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford OX4 4GP, United Kingdom. It is expected that the Circular will be dispatched on or around Tuesday 13th October 2020, and will also be available at this time on the Company's website at www.scancell.co.uk.
The issue of the New Convertible Loan Notes is also conditional upon the Redmile Subscription Agreement having become unconditional in all respects and the Subscription having completed in accordance with the terms of the Redmile Subscription Agreement. The issue of the New Convertible Loan Notes is not conditional on completion of the Open Offer.
Further details on the Open Offer
As noted above, in order to provide Qualifying Shareholders with an opportunity to participate in the Capital Raise at the Issue Price, the Company proposes to make an Open Offer to all Qualifying Shareholders to raise gross proceeds of up to approximately £3.0 million for the Company through the issue of up to 23,301,003 Open Offer Shares. The Open Offer is not underwritten.
Subject to the Open Offer Shares being subscribed for and satisfaction of the conditions below, application will be made for admission of the Open Offer Shares to trading on AIM and it is expected that admission will become effective on or around Friday 30 October 2020 ("Second Admission").
The Open Offer is conditional on First Admission but is not conditional on the issue of the New Convertible Loan Notes. The other principal conditions to the Open Offer are:
· the passing (without amendment) of the Resolutions relating to the Open Offer at the General Meeting;
· the Open Offer Agreement becoming or being declared unconditional in all respects and not terminated in accordance with its terms prior to Second Admission; and
· Second Admission becoming effective by no later than 8:00 a.m. on 30th October 2020 or such later time and/or date (being no later than the Final Date) as the Company and Panmure Gordon may agree.
Open Offer Basic Entitlement
Qualifying Shareholders (other than, subject to certain exemptions, Excluded Overseas Shareholders) have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Issue Price, payable in full on application and free of expenses, pro rata to their holdings of Existing Ordinary Shares, on the following basis:
1 Open Offer Share for every 27 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date.
Shareholders subscribing for their full Open Offer Entitlements will also be invited to apply for additional Open Offer Shares through an Excess Application Facility.
Open Offer Excess Application
The Open Offer is structured so as to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Qualifying Shareholders may also make applications in excess of their pro rata Basic Entitlement. To the extent that pro rata Basic Entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such applications for Excess Shares where Qualifying Shareholders have taken up their full Basic Entitlement. Applications for Excess Shares may be allocated in such manner as the Directors and Panmure Gordon may determine, and no assurance can be given that applications by Qualifying Shareholders will be met in full or in part or at all.
The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Basic Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, they will not be tradable and applications in respect of the Basic Entitlements and Excess CREST Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders who do not apply to take up their Basic Entitlement will have no rights under the Open Offer or receive any proceeds from it. If valid acceptances are not received in respect of all Basic Entitlements under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and the proceeds retained for the benefit of the Company. Qualifying Shareholders should be aware that under the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders.
Application will be made for the Basic Entitlements and Excess CREST Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Basic Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST on 14th October 2020.
As noted above, a circular to Shareholders containing full details of the Open Offer and convening the General Meeting is expected to be dispatched on or around Tuesday 13th October 2020. A timetable in respect of the Open Offer is set out further below.
Redmile shareholding
Upon First Admission, the Redmile Funds will be interested in a total of 183,980,260 Ordinary Shares (representing approximately 25.5 per cent. of the Ordinary Shares in issue upon First Admission) and Existing Convertible Loan Notes of principal amount of £5 million, the terms of which were announced by the Company on 22 July 2020. As a consequence of the Subscription, the conversion price of all Existing Convertible Loan Notes in issue will be adjusted in accordance with the terms of such loan notes. Further detail of this adjustment will be set out in the Circular.
Subject to completion of the Subscription, the issue of the New Convertible Loan Notes described in this Announcement, conversion of all Existing Convertible Loan Notes held by the Redmile Funds at the adjusted conversion price referred to above, conversion of all New Convertible Loan Notes and assuming no take up of the Open Offer, the maximum potential holding of the Redmile Funds in the Company would be approximately 43 per cent (assuming the Company does not issue any other Ordinary Shares from the date of this Announcement). However, the ability of the Redmile Funds to increase its holding in the Company to 30 per cent. or more of the voting rights of the Company (through conversion of convertible loan notes instruments held or other acquisition of Ordinary Shares) is subject to the constraints of the Takeover Code, including those set out below.
Takeover Code
Under the Takeover Code, if an acquisition of Ordinary Shares or interests therein were to increase the aggregate holding of the acquirer and its concert parties to interests in shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on circumstances, its concert parties would be required (except with the consent of the Panel) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for interests in shares by the acquirer or its concert parties during the previous 12 months.
This requirement would also be triggered by any acquisition of new ordinary shares and/or interest therein by a person holding (together with its concert parties) ordinary shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition was to increase that person's percentage of the total voting rights of the Company.
Related Party Transaction
Vulpes, a substantial shareholder of the Company (as defined by the AIM Rules) intends to subscribe for Open Offer Shares at the Issue Price. The participation by Vulpes in the Capital Raise will constitute a related party transaction for the purposes of the AIM Rules. The independent Directors for the purpose of the Capital Raise (being all of the Directors except Martin Diggle who is a co-founder and portfolio manager of Vulpes and a non-executive Director), having consulted with the Company's nominated adviser, Panmure Gordon, consider that the terms of the related party transaction are fair and reasonable insofar as Shareholders are concerned.
Redmile Biopharma Investments II, L.P. and Redco I, L.P. (both funds managed by Redmile Group, LLC) are together a substantial shareholder of the Company (as defined by the AIM Rules). The Redmile Funds have agreed to subscribe for 93,071,170 Subscription Shares at the Issue Price in addition to the New Convertible Loan Notes with a principal value of approximately £17.9 million. The participation by the Redmile Funds in the Capital Raise constitutes a related party transaction for the purposes of the AIM Rules. The independent Directors for the purpose of the Capital Raise, (being all of the Directors except Martin Diggle who is a co-founder and portfolio manager of Vulpes and a non-executive Director), having consulted with the Company's nominated adviser, Panmure Gordon, consider that the terms of the related party transaction are fair and reasonable insofar as Shareholders are concerned.
Total Voting Rights
Following First Admission, the Company will have 722,198,262 Ordinary Shares in issue. The Company does not currently hold any shares in treasury. Therefore, the total number of voting rights in the Company following First Admission will be 722,198,262. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the issued share capital of the Company, under the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms not otherwise defined in the text of this Announcement are defined in the Appendix.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this Announcement on behalf of the Company is Cliff Holloway, Chief Executive Officer.
For further information, please contact:
| Scancell Holdings plc Dr John Chiplin, Executive Chairman Dr Cliff Holloway, CEO |
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+44 (0) 20 3727 1000 |
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Panmure Gordon (UK) Limited |
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| Freddy Crossley/Emma Earl (Corporate Finance) |
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+44 (0) 20 7886 2500 |
| Rupert Dearden (Corporate Broking) |
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| Simon Conway/Natalie Garland-Collins |
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+44 (0) 20 3727 1000 |
Important Notice
This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, New Zealand, Japan, the Russian Federation, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction (each, a "Restricted Jurisdiction"). The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The New Ordinary Shares and the New Convertible Loan Notes may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities of the Company in the United States.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or by any of its affiliates, directors, officers, employees, advisers or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Panmure Gordon has not authorised the contents of, or any part of, this Announcement.
Panmure Gordon, which is authorised by the FCA, is acting exclusively for the Company and no-one else in connection with the Capital Raise and will not regard any other person as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raise or any other matter referred to herein. Its responsibilities as nominated adviser and broker to the Company are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares or New Convertible Loan Notes in reliance on any part of this Announcement.
No public offering of New Ordinary Shares or New Convertible Loan Notes is being made in the United Kingdom, any Restricted Jurisdiction or elsewhere. The distribution of this Announcement and the offering of the New Ordinary Shares or New Convertible Loan Notes in certain jurisdictions may be restricted by law. No action has been taken by the Company or Panmure Gordon that would permit an offering of such New Ordinary Shares or New Convertible Loan Notes or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares or New Convertible Loan Notes in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Panmure Gordon to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
There are matters set out within this Announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the Company's Annual Report and Accounts for the period ended 30 April 2019. None of the Company or Panmure Gordon undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial periods will necessarily match or exceed the historical or published earnings of the Company. The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.
It is expected that the New Ordinary Shares in the Company to be issued pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than to trading on AIM, a market operated by the London Stock Exchange. It is not expected that any New Convertible Loan Notes will be admitted to trading on any stock exchange. This Announcement is not an offering document, prospectus, prospectus equivalent document or AIM admission document. It is expected that no offering document, prospectus, prospectus equivalent document or AIM admission document will be required in connection with the Capital Raise and no such document has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Capital Raise.
Neither the content of the Company's website nor any links on the Company's website is incorporated in, or forms part of, this Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Record date for entitlement under the Open Offer |
Close of business on 9 October 2020 |
| Publication and posting of the Circular, the Form of Proxy and (to Qualifying Non-CREST Shareholders only) the Application Form |
13 October 2020 |
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| Open Offer Entitlements credited to CREST Stock Accounts of Qualifying CREST Holders |
14 October 2020 |
| Admission and commencement of dealings in the Subscription Shares |
8:00 a.m. on 14 October 2020 |
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| General Meeting Announcement of result of Open Offer and result of General Meeting |
10:00 a.m. on 29 October 2020 |
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| Admission and commencement of dealings in the Open Offer Shares |
8:00 a.m. on 30 October 2020 |
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| Despatch of definitive share certificates for Open Offer Shares in certificated form |
Within 14 days of allotment |
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.
Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting.
All references to times and dates are to times and dates in London unless stated otherwise.
APPENDIX
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
'AIM' means the market of that name operated by London Stock Exchange;
'AIM Rules' means the provisions of the London Stock Exchange's AIM Rules for Companies as amended from time to time governing, amongst other things, admission to AIM and the continuing obligations of AIM companies;
'Announcement' means this announcement (including the appendix to this Announcement);
'Application Form' means the personalised application form which will accompany the Circular on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer;
'Articles' means the articles of association of the Company;
'Basic Entitlements' means 1 Open Offer Share for every 27 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date;
'Capital Raise' means the Redmile Investment and the Open Offer;
'Circular' means the circular to be issued by the Company to Qualifying Shareholders and to Excluded Overseas Shareholders who have notified an address in the United Kingdom for the service of documents in accordance with the Articles including, amongst other things, details and terms of the Open Offer and attaching, to Qualifying Non-CREST Shareholders (other than certain overseas Qualifying Non-CREST Shareholders), the Application Form;
'Company' means Scancell Holdings plc, registered in England and Wales with number 06564638, whose registered office is at John Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford OX4 4GP, United Kingdom;
'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;
'CREST Stock Account' means an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited;
'Directors' or 'Board' means the directors of the Company as at the date of this Announcement;
'Excess Application Facility' means the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlements in accordance with the terms and conditions of the Open Offer;
'Excess CREST Open Offer Entitlements' in respect of each Qualifying CREST Shareholder, their entitlement (in addition to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full;
'Excess Shares' means Open Offer Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility;
'Existing Convertible Loan Notes' means the convertible loan notes with a principal amount of £6 million issued by the Company in August 2020;
'Existing Ordinary Shares' means the Ordinary Shares in issue at the date of this announcement;
'Excluded Overseas Shareholders' means Shareholders with registered addresses in or who are resident in a Restricted Jurisdiction;
'FCA' means the Financial Conduct Authority of the United Kingdom;
'Final Date' means 8:30 a.m. (London time) on 6 November 2020;
'Form of Proxy' means the form of proxy for use in respect of the General Meeting to accompany the Circular;
'General Meeting' means the general meeting of the Company to be held on 29th October 2020, notice of which will be set out in the Circular;
'Group' means the Company and its subsidiary undertakings from time to time;
'Issue Price' means 13 pence per New Ordinary Share;
'London Stock Exchange' means London Stock Exchange plc;
'New Convertible Loan Notes' means the unsecured convertible loan notes issued in denominations or multiples of £1 in principal amount due in October 2022 with an aggregate value of £17,900,748;
'New Ordinary Shares' means the Subscription Shares and the Open Offer Shares;
'Open Offer' means the conditional invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying Non-CREST Shareholders only, the Application Form;
'Open Offer Agreement' means the agreement dated the date of this Announcement between the Company and Panmure Gordon in respect of the Open Offer;
'Open Offer Entitlement' means the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer;
'Open Offer Shares' means up to 23,301,003 new Ordinary Shares to be offered to Qualifying Shareholders;
'Ordinary Shares' means the ordinary shares of nominal value 0.1 pence (£0.001) each in the capital of the Company;
'Overseas Shareholders' means Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside of the United Kingdom;
'Panel' means the Panel on Takeovers and Mergers;
'Panmure Gordon' means Panmure Gordon (UK) Limited, registered in England and Wales with number 04915201, whose registered office is at One New Change, London EC4M 9AF, United Kingdom;
'Qualifying CREST Shareholders' means Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST at the Record Date;
'Qualifying Non-CREST Shareholders' means Qualifying Shareholders holding Ordinary Shares in certificated form at the Record Date;
'Qualifying Shareholders' means holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion of Overseas Shareholders with a registered address or who are resident in any Restricted Jurisdiction;
'Record Date' means close of business on 9 October 2020;
'Redemption Date' means the redemption date for the New Convertible Loan Notes, which will be two years after the date of execution of the instrument creating the New Convertible Loan Notes;
'Redmile Investment' means Redmile's agreement to subscribe for 93,071,170 Subscription Shares and approximately £17.9 million in New Convertible Loan Notes pursuant to the terms of the Redmile Subscription Agreement;
'Redmile Subscription Agreement' means the subscription agreement entered into between the Company and the Redmile Funds dated the date of this Announcement pursuant to which the Redmile Funds have conditionally agreed to subscribe for the Subscription Shares and the New Convertible Loan Notes;
'Resolutions' means resolutions to be proposed at the General Meeting;
'Restricted Jurisdiction' means each and any of the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan, the Russian Federation, the Republic of Ireland or any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law;
'Securities Act' means the US Securities Act of 1933, as amended;
'Shareholders' means holders of Ordinary Shares;
'Subscription' means the subscription by the Redmile Funds for the Subscription Shares pursuant to the terms of the Redmile Subscription Agreement;
'Subscription Shares' means 93,071,170 new Ordinary Shares to be subscribed for by the Redmile Funds;
'Takeover Code' means the City Code on Takeovers and Mergers published by the Panel;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland;
'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and
'Vulpes' means Vulpes Life Sciences Fund.
Proposed investment by Redmile and Open Offer07:00:0712 Oct 2020Miscellaneous7108B