TIDMIMM
RNS Number : 1644F
Immupharma PLC
21 May 2013
FOR IMMEIDATE RELEASE 21 May 2013
ImmuPharma PLC
IMMUPHARMA SECURES GBP50M FINANCING FACILITY FOR LUPUZOR PHASE
III
Facility Underwritten by Henderson Global's Subsidary Darwin
Strategic
ImmuPharma plc (LSE:IMM) ("ImmuPharma" or the "Company" or the
"Group"), the specialist drug discovery and development company, is
pleased to announce that it has secured a GBP50 million, five year
Equity Financing Facility ("EFF") with Darwin Strategic Limited
("Darwin"), a majority owned subsidiary of Henderson Global
Investors' Volantis Capital ("Henderson Volantis") to fund
ImmuPharma's late stage Lupuzor compound.
Key Highlights:
- GBP50M facility allows ImmuPharma to complete the last
development stage, Phase III - of its blockbuster Lupuzor compound
while continuing discussions with major pharmaceutical companies
for a potential corporate deal
- Lupuzor has a unique mechanism that modulates the immune
system to correct abnormalities in Lupus
- Key third party prestigious endorsements have recently
confirmed Lupuzor's superiority/mode of action (MOA) over
conventional and recently approved drugs
o The Centre National de la Recherche Scientfique (CNRS)
o Amercian College of Rheumatology Annual Conference (ACR)
o Decision Resources Report
For reference, ImmuPharma entered into a corporate licensing
deal with Cephalon in 2008 while in the middle of a Phase IIb
study, which ImmuPharma designed, managed and funded. Cephalon paid
ImmuPharma $15m before the results of the phase IIb study for the
exclusive option to enter into the worldwide license. Following
positive results of the ImmuPharma phase IIb study in early 2009,
Cephalon exercised its option by paying a further $30m for an
exclusive worldwide license. This was part of an agreement worth
$500m in cash milestone payments plus royalties on product sales.
Upon completion of the license agreement, Cephalon assumed all
responsibilities and costs for the development and
commercialisation of Lupuzor(TM).
In May 2011, Cephalon agreed to a takeover bid by Teva. The
acquisition was finalized on October 14, 2011. Due to a change of
control provision and given the fact that Teva has a competing drug
candidate for Lupus (laquinimod), based on the key provisions of
the agreement between ImmuPharma and Cephalon, Immupharma requested
and was granted the return of the rights for Lupuzor(TM).
ImmuPharma regained Lupuzor(TM) at an exciting stage in its
development. The FDA has granted Lupuzor(TM) approval to start
Phase III with a Special Protocol Assessment (SPA) and Fast Track
designation.
Commenting on the announcement, Richard Warr, Chairman of
ImmuPharma, said: "We are delighted to receive support from Darwin
and the fund management team at Henderson Volantis. Together with
our current balance sheet and continued support from our existing
Institutional Shareholders, we are in a strong position to take
Lupuzor, our late phase potential blockbuster treatment for Lupus
through Phase 3 clinical trials."
Dimitri F. Dimitriou, Chief Executive of ImuPharma, added: "In
addition to our ongoing discussions with Pharmaceutical companies
for another licensing deal such as our previous one with Cephalon,
we have been exploring attractive and creative options to advance
Lupuzor . We are delighted to have obtained the support and funding
ability to take Lupuzor to commercialization. This strengthening of
our position creates an inflection point with both new
institutional investors whose investment criteria is based on Phase
III compounds and also with Pharmaceutical companies that are keen
on commercialising late stage compounds."
Anand Sambasivan, Chief Executive of Darwin Strategic said:
"With Immupharma's Lupuzor fast tracked by the FDA for pivotal
Phase III trials, the Company is approaching an important
inflection point.The EFF bolsters ImmuPharma's financing security
as it prepares for this next stage on Lupuzor while continuing to
develop its drug pipeline."
Further details of the Equity Finance Facility
The EFF agreement with Darwin and Henderson Volantis provides
ImmuPharma with a facility of up to GBP50 million which (subject to
certain limited restrictions) can be drawn down at any time over
the next five years. The timing and floor subscription price of any
draw down is always at the complete control and sole discretion of
the Group. There are no penalty fees payable for not using the
facility.
ImmuPharma is under no obligation to make a draw down and may
make drawdowns at its discretion, up to the total value of the EFF,
by way of issuing subscription notices to Darwin. Following
delivery of a subscription notice, Darwin will subscribe and the
Group will allot and issue to Darwin new ordinary shares in
ImmuPharma ('Ordinary Shares').
For further information please see the Group's web site,
www.immupharma.com, or contact:
ImmuPharma PLC (www.immupharma.com)
Richard Warr, Chairman +44 20 7152 4080
Dimitri Dimitriou, Chief Executive
Officer +44 20 7152 4080
Lisa Baderoon, Head of Investor +44 7721 413
Relations 496
Panmure Gordon +44 20 7886 2500
Hugh Morgan, Fred Walsh, Hannah
Woodley
Darwin Strategic
Anand Sambasivan, Chief Executive
Officer
Jamie Vickers, Director +44 20 7491 6512
Notes to Editors
ImmuPharma
ImmuPharma is focusing on developing novel medicines with high
sales potential in specialist markets with serious unmet need.
ImmuPharma has five drug candidates in development, two platform
technologies and approximately 70 patents. The Company's most
advanced drug candidate, Lupuzor(TM) a potential blockbuster drug
for Lupus, a chronic autoimmune disease has recently received the
approval from the US FDA to enter phase III with a Special Protocol
Assessment and "Fast Track" designation. The Company's second
potential blockbuster compound in cancer "IPP-204106" is completing
a new Phase I/ II clinical trial with the next generation of
"polyplexed Nucant". ImmuPharma was founded and is led by a
commercially focused Board and management team with extensive
experience. For more information on ImmuPharma please go to:
www.immupharma.com.
Darwin Strategic Limited
Darwin is an institutional provider of equity based investments
for a variety of sectors in the AIM market. Working in partnership
with its parent company Henderson Volantis, Darwin specialises in
providing AIM companies with flexible, low cost access to capital.
Darwin individually tailors and structures bespoke investments and
financings according to each company's need via a broad range of
structures. For more information on Darwin please got to:
www.darwin-strategic.com.
Equity Financing Facility
The subscription price for any Ordinary Shares to be subscribed
by Darwin will be set with reference to the average of the three
lowest Closing Bid Prices in the period following the issue of the
subscription notice.
ImmuPharma is able to specify in each subscription notice a
minimum price below which Ordinary Shares will not be issued to
Darwin. The Group will have the right (with the consent of Darwin)
to modify that minimum price at any time during the relevant
Pricing Period.
The number of Ordinary Shares which may be issued under any
individual subscription notice may be up to the lower of 25 per
cent of the Group's issued share capital following completion of
the relevant subscription, or four times the average daily trading
volume of ImmuPharma's Ordinary Shares over the 15 trading days
preceding the issue of the relevant subscription notice. This may
be reduced in certain circumstances, including where the minimum
price is not maintained.
The maximum amount of an individual subscription notice may not
exceed GBP500,000 without Darwin's permission. Darwin is entitled
to a commission of up to 5 per cent of amounts subscribed but may
agree with ImmuPharma in lieu thereof for the subscription price
for the Ordinary Shares to be discounted by 5 per cent.
There is also an over-allotment facility available to
ImmuPharma, under which the Group may authorise Darwin, at Darwin's
discretion, to increase the amount of the draw down by up to the
aggregate undrawn amount under the EFF. Darwin may direct
allotments under the EFF to its parent fund, Henderson
Volantis.
Darwin and ImmuPharma may mutually agree at the end of the
pricing period to a variation of subscription price. This may allow
for a larger subscription via any over-allotment facility
authorised by the Group.
The issuance of a Subscription Notice is conditional upon the
satisfaction of certain Subscription Notice Conditions which have
been agreed between Darwin and ImmuPharma. Any subscription notice
which ImmuPharma may issue will only be valid to the extent that it
has the requisite shareholder authority to issue the maximum number
of Ordinary Shares that Darwin may be required to subscribe under
the relevant subscription notice.
Darwin and ImmuPharma may terminate the EFF agreement if certain
conditions are not met.
In conjunction with the EFF, ImmuPharma has entered into a
warrant agreement with Darwin dated 21/05/2013 to subscribe for up
to 1,500,000 Ordinary Shares, such warrants to be exercisable at
52.5p at any time prior to the expiry of 36 months from the date of
the warrant agreement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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