TIDMC4XD
RNS Number : 0768R
C4X Discovery Holdings PLC
24 October 2019
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PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA AND NEW ZEALAND. 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. 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.
C4X Discovery Holdings plc
("C4XD", "C4X Discovery" or the "Company")
Results of Placing
Successfully raises GBP7 million
Advancing the next wave of out-licensing opportunities
24 October 2019 - C4X Discovery Holdings plc (AIM: C4XD), a
pioneering Drug Discovery company, is pleased to announce the
completion of the Placing announced earlier today.
A total of 46,666,667 Placing Shares and Subscription Shares
have been placed by Panmure Gordon (UK) Limited at the Issue Price
of 15 pence per new Ordinary Share to raise a total of
approximately GBP7.0 million for the Company (before expenses). The
Placing was made up of 46,466,667 Placing Shares and concurrently
with the Placing, Directors of the Company will subscribe for
200,000 Subscription Shares, also at the Issue Price. The Placing
Shares and Subscription Shares being issued represent approximately
80.7 per cent. of the issued ordinary share capital of the Company
prior to the Placing and Subscription. The Issue Price represents a
discount of 63 per cent. to the Company's mid-market closing price
as at 23 October 2019, being the last practicable day before the
announcement of the Placing.
The net proceeds of the Placing and Subscription of
approximately GBP6.6 million receivable by the Company, will be
used to strengthen its balance sheet as near term and other
licensing discussions and strategic collaborations progress, and
support working capital during the expansion of its pipeline
portfolio.
A circular to shareholders containing full details of the Open
Offer and convening the General Meeting is expected to be posted by
6.00 p.m. tomorrow, and will also be available on the Company's
website at the same time at
http://www.c4xdiscovery.com/investors.html. Panmure Gordon (UK)
Limited is acting as financial adviser, nominated adviser and
broker to the Company.
Clive Dix, CEO of C4X Discovery, stated on the successful
Placing and Subscription: "In these unprecedented times for
investment in our industry, leading to extremely turbulent market
conditions, we are delighted to have raised GBP7.0 million to
support the execution of our strategy which is reflective of
confidence in the future value of our business. We want to thank
both our existing shareholders for their continued support, belief
and confidence in our business and to welcome our new shareholders
for which this fundraising offers an opportunity to build
shareholder value.
"C4XD aims to address industry's biggest challenges by
identifying promising disease targets and solving chemistry
challenges to generate attractive pre-clinical programmes. Our goal
is to maximise the capital raised so that we can deliver on our
strategy. The monies raised put us in a strong position to drive
the expansion of our pipeline and to advance the next wave of deal
opportunities in the C4XD portfolio as momentum continues to build
across our key out-licensing projects."
Completion of the Placing, Subscription and Open Offer remains
subject, inter alia, to the passing of the Resolutions at the
General Meeting and to First Admission and Second Admission. It is
expected that dealings in the EIS/VCT Shares will commence on 14
November 2019, and dealings in the General Placing Shares,
Subscription Shares and Open Offer Shares will commence on 15
November 2019. Assuming completion of the Placing, Subscription and
full take up of all Open Offer Shares offered under the Open Offer,
upon Second Admission, the Enlarged Share Capital is expected to be
110,880,707 Ordinary Shares. On this basis, the New Ordinary
Shares, will represent approximately 47.9 per cent. of the Enlarged
Share Capital.
Related Party Transaction
Certain Directors in the Company have subscribed for
Subscription Shares in connection with the Capital Raising. The
number of Subscription Shares conditionally subscribed for by each
such Director pursuant to the Capital Raising, and their resulting
shareholdings on Admission, are set out below:
Shareholder Existing Number of Number Ordinary Percentage
Ordinary Existing of Subscription Shares of Enlarged
Shares Ordinary Shares held post-Admission* Share Capital
held Shares held subscribed held*
as a percentage for
of all Existing
Ordinary
Shares
Clive Dix 1,455,586 2.5% 133,334 1,588,920 1.43%
Natalie Walter 0 0 66,666 66,666 0.06%
*assuming the Open Offer is fully subscribed
The participation of certain Directors as stated above will be
related party transactions for the purposes of the AIM Rules. The
Directors who are independent of the related party transaction,
being Eva-Lotta Allan, Brad Hoy, Craig Fox, Alex Stevenson and
Harry Finch, having consulted with Panmure Gordon, the Company's
nominated adviser for the purposes of the AIM Rules, consider the
terms of the participations of each of Clive Dix and Natalie Walter
in the Capital Raising to be fair and reasonable insofar as
Shareholders are concerned.
The timetable and the capitalised terms used in this
announcement have the same meanings as in the announcement
published by the Company at 7.00 a.m. today unless otherwise
stated.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 (MAR).
For further information, please contact:
C4X Discovery Holdings plc
Clive Dix, Chief Executive Officer 07801 865 803
Panmure Gordon (UK) Limited (NOMAD) 020 7886 2500
Freddy Crossley, Emma Earl (Corporate Finance)
James Stearns (Corporate Broking)
Consilium Strategic Communications
Mary-Jane Elliott, Matthew Neal, Chris Gardner
0203 709 5700
About C4X Discovery
C4X Discovery (C4XD) aims to create the world's most productive
Drug Discovery engine by using cutting-edge technologies and
expertise to efficiently deliver best-in-class small-molecule
medicines to clinical partners for the benefit of patients. The
Company's business model focuses on replenishing big pharma
discovery pipelines and driving returns through revenue generating
pre-clinical licensing deals. In 2018, C4XD successfully
out-licensed a pre-clinical programme in addictive disorders to
Indivior in a deal worth up to $294 million.
C4XD has a state-of-the-art suite of proprietary technologies
across the Drug Discovery process and accesses further innovative
capabilities and expertise through its growing network of partners.
The Company is actively advancing its diverse pre-clinical
discovery portfolio which is focused on inflammation,
neurodegeneration and oncology (including immuno-oncology).
Opportunities to maximise value from the portfolio are proactively
driven by C4XD's commercial division. The Company is led by a
highly experienced management team and Board who have delivered
significant value creation within the healthcare sector.
For additional information please go to:
www.c4xdiscovery.com
The person responsible for arranging the release of this
announcement on behalf of the Company is Bradley Richard Hoy, a
director of the Company
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole
responsibility of, the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000.
This Announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area who are qualified investors ("qualified investors")
as defined in Article (2)(e) of Regulation EU/2017/1129 (the
"Prospectus Regulation"); and (b) in the United Kingdom, qualified
investors who are persons (1) who have professional experience in
matters relating to investments falling within Article 19(1)
(Investment Professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); (2) falling within Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the Order;
or (3) other persons to whom it may otherwise lawfully be
communicated without being accompanied by any further statements
and/or warnings required by the Order and not included in this
Announcement (all such persons together being referred to as
"Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the
"FCA"), is acting as Nominated Adviser and broker to the Company
for the purposes of the AIM Rules for Companies and the AIM Rules
for Nominated Advisers in connection with the Placing and is not
acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to customers of
Panmure Gordon (UK) Limited or for advising any other person on any
transaction or arrangement referred to in this Announcement.
This Announcement may not be published, distributed, forwarded
or transmitted directly or indirectly, in whole or in part, in or
into the United States. These materials do not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States.
The New Ordinary Shares described in this Announcement have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "US Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The New
Ordinary Shares are being offered only outside of the United States
in reliance on Regulation S under the US Securities Act.
Furthermore, the New Ordinary Shares have not been and will not
be registered under the applicable laws of any of Canada,
Australia, Japan, the Republic of South Africa, New Zealand or of
any other jurisdiction where to do so would be unlawful and,
consequently, may not be offered or sold to any national, resident
or citizen thereof. The distribution of this Announcement in or
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any person who is subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, such restrictions. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
--ENDS---
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END
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(END) Dow Jones Newswires
October 24, 2019 11:02 ET (15:02 GMT)
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