AVCT Avacta Group Plc

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ('MAR'). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ('RIS'), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

29 February 2024

Avacta Group plc

("Avacta" or the "Company")

Result of Placing

Avacta Group plc (AIM: AVCT), a life sciences company developing innovative, targeted oncology drugs and diagnostics, is pleased to announce that, further to its announcement on 28 February 2024, the Company has successfully placed 51,269,609 Placing Shares at the Offer Price of 50 pence per Placing Share with new and existing investors, including a number of high quality institutions and a European specialist healthcare fund. In light of the strong demand received both from existing investors and potential new holders, the Board has decided to increase the size of the Placing from approximately £20 million to £25.7 million.

Concurrently with the Placing, certain Directors of the Company have subscribed for, in aggregate, 130,000 Direct Subscription Shares pursuant to the Direct Subscription at the Offer Price.

The Placing Shares and Direct Subscription Shares represent, in aggregate, approximately 17.8% per cent. of the issued share capital of the Company immediately prior to the announcement of the Placing.

Stifel Nicolaus Europe Limited ("Stifel"), Peel Hunt LLP ("Peel Hunt") and Turner Pope Investments (TPI) Limited ("Turner Pope" and, together with Stifel and Peel Hunt, the "Joint Bookrunners") acted as joint bookrunners in respect of the Placing. Beech Hill Securities, Inc. ("Beech Hill") acted as US placing agent.

The New Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then existing Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

As announced on 28 February 2024, the Company is also undertaking a REX Offer, which is expected to close for applications at or around 11.00 a.m. on 4 March 2024 (although, eligible investors should note that financial intermediaries may have earlier closing times.). The results of the REX Offer are expected to be announced on or around 4 March 2024.

27,390,485 Firm Placing Shares and 130,000 Direct Subscription Shares will be issued and allotted under the Company's existing share capital authorities. 23,879,124 Conditional Placing Shares and any REX Offer Shares that are subscribed for will be issued and allotted conditional on shareholder approval at the General Meeting at 11.00 a.m. on 18 March 2024. The Company expects to post the circular, including the notice of General Meeting later today or tomorrow.

Application has been made to the London Stock Exchange for admission of the New Shares. It is expected that admission of the Firm Placing Shares and Direct Subscription Shares will become effective at or around 8.00 a.m. on 4 March 2024 or such later time and date (being not later than 8.00 a.m. on 11 March 2024) and admission of the Conditional Placing Shares and such number of REX Offer Shares as are subscribed for will become effective at or around 8.00 a.m. on 19 March 2024 or such later time and date (being not later than 8.00 a.m. on 26 March 2024), in each case as the Bookrunners and the Company may agree.

Alastair Smith, Chief Executive Officer of Avacta Group plc, commented:

"Under very challenging market conditions we have raised financing that allows Avacta to progress at full speed its lead pre|CISION™ targeted chemotherapy, AVA6000, into the expansion and Phase 2 efficacy studies. The emerging clinical data from the Phase 1 safety study strongly supports our belief that pre|CISION™ can change the way in which cancer is treated and we are pleased that we are now in a position to also progress the broader pre|CISION™ pipeline. 

"Critically, this financing provides Avacta with 24 months of cash runway to focus on advancing AVA6000 through the clinic, as well as progressing other assets earlier in the development cycle to hit key commercial milestones."

Related Party Transactions

As referred to above, certain Directors of the Company, being Eliot Forster (Chairman), Alastair Smith (CEO), Christina Coughlin (Head of Research & Development) and Shaun Chilton (Non-Executive Director) have conditionally agreed to subscribe for an aggregate of 130,000 Direct Subscription Shares in the Direct Subscription at the Offer Price (the "Directors' Related Party Transaction").

The number of Direct Subscription Shares subscribed for pursuant to the Direct Subscription and the resulting shareholdings immediately following completion of the Fundraise (excluding the REX Offer) are set out below:

* These numbers and percentages are calculated assuming that the Placing and the Direct Subscription complete but do not include the potential additional Shares that may be issued under the REX Offer which will be determined in due course. They also assume no other Shares are issued before completion of the Placing (being Second Admission).

Participation in the Direct Subscription will constitute related party transactions for the purposes of the AIM Rules. Tony Gardiner, Trevor Nicholls, Paul Fry and Mark Goldberg, being the independent Directors for the purpose of the Direct Subscription, having consulted with the Company's nominated adviser, Stifel, consider that the terms of the Directors' Related Party Transaction are fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

Following First Admission, the Company's enlarged issued ordinary share capital will be 315,736,207. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

A further announcement will be made in relation to total voting rights in the Company's share capital following the completion of the Conditional Placing and REX Offer.

This announcement is released by the Company and contains inside information under the UK Market Abuse Regulation, encompassing information relating to the Fundraise described above. The person responsible for arranging for the release of this announcement on behalf of the Company is Tony Gardiner, Chief Financial Officer.

Capitalised terms used but not otherwise defined in the text of this announcement shall have the meaning given to them in the Company's announcement on 28 February 2024.

Enquiries:

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

Avacta Group is a UK-based company focused on improving healthcare outcomes through targeted cancer treatments and diagnostics.

Avacta has two divisions: an oncology biotech division harnessing proprietary therapeutic platforms to develop novel, highly targeted cancer drugs, and a diagnostics division, which is executing on an M&A led growth strategy to create a full-spectrum diagnostics business focused on supporting healthcare professionals and broadening access to testing. Avacta's two proprietary platforms, Affimer® and pre|CISION™ underpin its cancer therapeutics whilst the diagnostics division leverages the Affimer® platform to drive competitive advantage in its markets.

The pre|CISION™ platform modifies chemotherapy to be activated only in the tumour tissue, reducing systemic exposure and toxicity. This is achieved by harnessing an enzyme called FAP which is highly upregulated in most solid tumours compared with healthy tissues, turning chemotherapy into a "precision medicine". The lead pre|CISION™ programme, AVA6000 a tumour activated form of doxorubicin, is in Phase 1 studies and has shown improvement in safety compared with standard doxorubicin, and early signs of clinical activity.

Affimer® is a novel biologic platform which has significant technical and commercial advantages compared with antibodies and is used both to develop advanced immunotherapies and to improve the performance of immunodiagnostics.

With a balanced business and capital allocation model: a high-value oncology pipeline supported by a revenue generating, fast-growing diagnostics business, Avacta seeks to create long-term shareholder value alongside patient benefit.

To register for news alerts by email go to https://avacta.com/investors/investor-news-email-alerts/

Important Notices

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company, any of the Banks or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the New Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") and who have executed and delivered to the Company and Stifel an Investor Representation Letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing Shares will be made in the United States or elsewhere.

The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement has not been approved by the London Stock Exchange.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction in which such activities would be unlawful.

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries from time to time (including after the Acquisition completes) (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, Stifel, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.

Stifel, Peel Hunt and Turner Pope are authorised and regulated in the United Kingdom by the FCA and Beech Hill is a FINRA Member broker-dealer registered with the Securities and Exchange Commission. Each Bank is acting exclusively for the Company and no one else in connection with the Placing, the contents of this announcement or any other matters described in this announcement. No Bank will regard any other person as its client in relation to the Placing, the content of this announcement or any other matters described in this announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this announcement or any other matters referred to in this announcement.

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 any of the Banks or by any of their affiliates or any person acting on its or their behalf 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.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraise. Any indication in this announcement of the price at which Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

No statement in this announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.