TIDMREDX
RNS Number : 8095U
Redx Pharma plc
03 August 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE
UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
REDX PHARMA PLC
("Redx" or "the Company")
Proposed Secondary Placing of Shares via Accelerated
Bookbuild
Alderley Park, UK, 3 August 2022 Redx (AIM:REDX), the
clinical-stage biotechnology company focused on discovering and
developing novel, small molecule, highly targeted therapeutics for
the treatment of cancer and fibrotic disease, announces that
following the exercise of share options (the "Options") by current
and former employees of the Company as announced on 26 July 2022,
Dr. Richard Armer (Chief Scientific Officer of the Company) and
certain other current and former employees (the "Optionholders")
have requested the Company to arrange for the sale of, in
aggregate, up to 1,525,630 ordinary shares of 1 pence each in the
capital of the Company ("Ordinary Shares") (the "Sale Shares") at a
minimum price of 59 pence per Sale Share, by way of an accelerated
bookbuild (the "Sale").
Dr. Richard Armer, who intends to sell up to 500,000 Sale
Shares, is classed as a person discharging managerial
responsibility ("PDMR") under UK MAR. As announced on 26 July 2022,
Dr. Richard Armer still has 6,084,378 options over Ordinary Shares
in the Company.
The other Optionholders, comprising individuals employed or
previously employed by the Company, intend to sell up to 1,025,630
Sale Shares in aggregate.
The Sale Shares represent, in aggregate, approximately 0.46 per
cent. of the Company's issued share capital.
The Sale will be executed by Panmure Gordon (UK) Limited
("Panmure Gordon") and WG Partners LLP ("WG Partners") who are the
Company's Joint Brokers.
The Sale is subject to demand, price and market conditions. The
final number of Sale Shares subject to the Sale and price will be
determined at the completion of the Sale and will be announced as
soon as practicable following the closing of the books.
The Company will not receive any proceeds from the Sale except
that the Optionholders have directed that an amount from the
proceeds of the Sale equal to income tax and employee and employer
National Insurance contributions arising on the exercise of the
Options are paid to the Company for the purposes of accounting to
HM Revenue & Customs.
The person responsible for the release of this announcement on
behalf of Redx is Andrew Booth, Company Secretary.
For further information, please contact:
Redx Pharma Plc T: +44 (0)1625 469
UK Headquarters 918
Caitlin Pearson, Head of Communications
ir@redxpharma.com
Lisa Anson, Chief Executive Officer
US Office
Peter Collum, Chief Financial Officer
SPARK Advisory Partners (Nominated Adviser) T: +44 (0)203 368
3550
Matt Davis/ Adam Dawes
WG Partners LLP (Joint Broker) T: +44 (0)203 705
9330
Claes Spång/ Satheesh Nadarajah/ David
Wilson
Panmure Gordon (UK) Limited (Joint Broker) T: +44 (0)207 886
2500
Rupert Dearden/ Freddy Crossley/ Emma Earl
FTI Consulting T: +44 (0)203 727
1000
Simon Conway/ Ciara Martin
About Redx Pharma Plc
Redx Pharma (AIM: REDX) is a clinical-stage biotechnology
company focused on the discovery and development of novel, small
molecule, highly targeted therapeutics for the treatment of cancer
and fibrotic diseases, aiming initially to progress them to
clinical proof of concept before evaluating options for further
development and potential value creation. Redx's lead oncology
product candidate, the Porcupine inhibitor RXC004, commenced a
Phase 2 programme in November 2021. The Company's lead fibrosis
product candidate, the selective ROCK2 inhibitor RXC007, is in
development for idiopathic pulmonary fibrosis and commenced a Phase
1 clinical trial in June 2021. Encouraging safety and
pharmacokinetic data has been reported, and a Phase 2 clinical
programme is confirmed to start in 2022. Redx's third drug
candidate, RXC008, a GI-targeted ROCK inhibitor for the treatment
of fibrostenotic Crohn's disease, is currently in pre-IND stage,
with Phase 1 clinical studies expected to commence in 2023.
The Company has a strong track record of discovering new drug
candidates through its core strengths in medicinal chemistry and
translational science, enabling the Company to discover and develop
differentiated therapeutics against biologically or clinically
validated targets. The Company's accomplishments are evidenced not
only by its two wholly-owned clinical-stage product candidates and
rapidly expanding pipeline, but also by its strategic transactions,
including the sale of pirtobrutinib (RXC005, LOXO-305), a BTK
inhibitor now in Phase 3 clinical development by Eli Lilly
following its acquisition of Loxo Oncology and AZD5055/RXC006, a
Porcupine inhibitor targeting fibrotic diseases including
idiopathic pulmonary fibrosis (IPF), which AstraZeneca is
progressing in a Phase 1 clinical study. In addition, Redx has
forged collaborations with Jazz Pharmaceuticals, which includes
JZP815, a preclinical pan-RAF inhibitor, which has received IND
clearance and a further oncology programme which is in early stage
research.
To subscribe to Email Alerts from Redx, please visit:
www.redxpharma.com/investor-centre/email-alerts/
IMPORTANT NOTICE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE SALE.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS
PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN REDX PHARMA PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NEITHER THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN
CONSTITUTES OR FORMS PART OF AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE
COMPANY IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSISTUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
The distribution of this announcement and the offer and sale of
the Sale Shares in certain jurisdictions may be restricted by law.
The Sale Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Sale Shares in such jurisdiction. No action has been taken by
Redx Pharma plc, Panmure Gordon, WG Partners or any of their
respective affiliates that would permit an offering of the Sale
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority in the United Kingdom and is acting exclusively
for the Company and the Optionholders and for no one else in
connection with the Sale and will not regard any other person as a
client in relation to the Sale and will not be responsible to any
other person for providing the protections afforded to its clients
nor for providing advice in relation to the Sale or any other
matter referred to in this announcement.
WG Partners is authorised and regulated by the Financial Conduct
Authority in the United Kingdom and is acting exclusively for the
Company and the Optionholders and for no one else in connection
with the Sale and will not regard any other person as a client in
relation to the Sale and will not be responsible to any other
person for providing the protections afforded to its clients nor
for providing advice in relation to the Sale or any other matter
referred to in this announcement.
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 the Company, the Optionholders, Panmure
Gordon or WG Partners or by any of their respective affiliates 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. None
of the Company, the Optionholders, Panmure Gordon nor WG Partners
have independently verified the contents of this announcement.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to Redx Pharma plc's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Sale
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Sale Shares
may decline and investors could lose all or part of their
investment; (b) the Sale Shares offer no guaranteed income and no
capital protection; and (c) an investment in the Sale Shares
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Sale. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Brokers will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Sale
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Sale Shares and determining
appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures in the European
Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Sale Shares have been
subject to a product approval process, which has determined that
the Sale Shares are: (i) compatible with an end target market of
(a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Sale Shares may
decline and investors could lose all or part of their investment;
the Sale Shares offer no guaranteed income and no capital
protection; and an investment in the Sale Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Sale. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Brokers will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Sale Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Sale Shares and determining
appropriate distribution channels.
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IOEEAFPDELXAEFA
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