TIDMIMM
RNS Number : 1869O
Immupharma PLC
05 February 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF
IMMUPHARMA IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN
ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE
INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION AND IN THE
APPENDICES.
5 FEBRUARY 2016
ImmuPharma PLC
Proposed Placing and Subscription
and
Notice of General Meeting
Proposed fundraising to finance the pivotal Phase III trial for
the Company's lead product, Lupuzor(TM)
ImmuPharma PLC (LSE:IMM) ("ImmuPharma" or the "Company"), the
specialist drug discovery and development company, is pleased to
announce a proposed conditional fund raise of not less than GBP7.5
million. This includes a proposed conditional non-pre-emptive
placing of not less than 11,824,877 Placing Shares at a price of 26
pence per Placing Share to raise approximately not less than GBP3.1
million, and the proposed entry by the Company into a subscription
agreement with Lanstead Capital L.P., an institutional investor,
together with a related sharing agreement, to raise approximately
GBP4.4 million.
Highlights
-- Proposed conditional placing of not less than 11,824,877 new
ordinary shares of 10 pence each in the Company ("Placing Shares")
with existing and new institutional and other investors at a price
of 26 pence per Placing Share ("Placing Price") to raise gross
proceeds of approximately not less than GBP3.1 million,
representing approximately not less than 13.3 per cent. of the
Company's existing issued share capital (the "Placing");
-- Placing Price represents a discount of 10.3 per cent. to the
closing mid-market price on 4 February 2016, being the last
practicable date prior to the date of this announcement;
-- Proposed conditional subscription of 17,021,277 new ordinary
shares of 10 pence each in the Company (the "Subscription Shares")
by Lanstead Capital L.P. ("Lanstead") at an issue price of 26 pence
per Subscription Share (the "Issue Price") to raise gross proceeds
of approximately GBP4.4 million, representing approximately 19.2
per cent. of the Company's existing issued share capital (the
"Subscription").
-- 15 per cent. of the GBP4.43 million gross proceeds of the
Subscription, being c.GBP0.66 million, will be retained by the
Company and the balance of GBP3.76 million will be pledged by the
Company pursuant to a sharing agreement with Lanstead (the "Sharing
Agreement"). The Sharing Agreement, details of which are set out
below, entitle the Company to receive back those proceeds on a pro
rata monthly basis over a period of 18 months, subject to
adjustment upwards or downwards each month depending on the
Company's share price at the time. The Sharing Agreement provides
the opportunity for the Company to benefit from positive future
share price performance.
-- The Company has also agreed to issue to Lanstead 851,064
Ordinary Shares (the "Value Payment Shares") pursuant to the
Sharing Agreement.
-- The total gross proceeds of the Placing and the Subscription
receivable by the Company, expected to be approximately not less
than GBP7.5 million, subject to the Sharing Agreement, will be used
primarily to fund:
o the pivotal Phase III clinical trial of Lupuzor(TM), the
Company's lead programme for the potential breakthrough compound
for Lupus, the life threatening auto immune disease; and
o the Company's working capital requirements through to
2018.
-- Certain Directors of the Company and Simbec-Orion, the
international CRO conducting the Lupuzor(TM) Phase III trial,
intend to participate in the Placing.
The Placing is conditional, inter alia, on the approval of the
resolutions by shareholders of the Company at a general meeting to
be held on or around 10 a.m. on 22 February 2016 at the offices of
Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL (the "General
Meeting"), and on the admission of the Placing Shares to trading on
AIM.
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
Announcement. Members of the public are not eligible to take part
in the Placing.
The Company has applied to HM Revenue and Customs to receive
advance assurance that it is a qualifying holding for the purposes
of the Venture Capital Trust rules ("VCT Advance Assurance") and /
or a qualifying company for the purposes of the Enterprise
Investment Scheme ("EIS Advance Assurance"). However, there can be
no certainty that either VCT Advance Assurance or EIS Advance
Assurance will be granted by H M Revenue and Customs.
The Subscription, the Sharing Agreement and the issue of the
Value Payment Shares are conditional, inter alia, on the approval
of the resolutions by shareholders of the Company at the General
Meeting, and on the admission of the Subscription Shares and Value
Payment Shares to trading on AIM
A circular to Shareholders, including a notice convening the
General Meeting, will be despatched shortly and will also be
available on the Company's website shortly at
http://www.immupharma.org/.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
Financial Adviser, Nominated Adviser and joint Corporate Broker in
respect of the Placing.
Tim McCarthy, Chairman of ImmuPharma, commented:
"ImmuPharma is in an enviable position of owning a potential
blockbuster drug in Lupuzor(TM), which has been awarded the 'gold
standard' by the FDA of a special protocol assessment and fast
track status due to its strong efficacy and safety profile. With
the pivotal Phase III trial having commenced, the proceeds of the
Placing and Subscription provide us with the necessary funding to
complete this trial.
We are confident that throughout this year and the next, further
value enhancing news-flow will be announced on the progress of our
Lupuzor(TM) Phase III trial with top line results at the end of
2017, as well providing updates on the development of our earlier
stage pipeline. We look forward to updating the market on the
successful completion of the Placing in the near future."
For further information please contact:
ImmuPharma plc + 44 (0) 20 7152
Tim McCarthy, Chairman 4080
Lisa Baderoon, Head of Investor + 44 (0) 7721 413496
Relations lisa.baderoon@immupharma.com
www.immupharma.org
---------------------------------- ------------------------------
Panmure Gordon (Financial
Adviser, Nominated Adviser
& joint Broker)
Fred Walsh, Duncan Monteith,
Corporate Finance
Charles Leigh-Pemberton,
Corporate Broking +44 (0) 20 7886 2500
---------------------------------- ------------------------------
Capital Access Group (Investor
Relations)
Simon Courtenay
Elliott Berstock +44(0)20 3763 3400
---------------------------------- ------------------------------
INTRODUCTION
I am pleased to inform you that the Board announced today that
the Company has raised in aggregate, subject to certain conditions,
not less than GBP7,500,000 by way of a placing of 11,824,877 new
Ordinary Shares at a placing price of 26 pence per Ordinary Share
and by way of a subscription of 17,021,277 new Ordinary Shares at
an issue price of 26 pence per Ordinary Share.
The Placing and Subscription is conditional (amongst other
things) upon the passing of the Resolutions in order to ensure that
the Directors have the necessary authorities and powers to allot
the Placing Shares and Subscription Shares for cash on a
non-pre-emptive basis. A General Meeting is therefore being
convened for the purpose of considering the Resolutions at 10 a.m.
on 22 February 2016 at the offices of Bircham Dyson Bell LLP, 50
Broadway, London SW1H 0BL.
The Circular is to provide you with details of, and the reasons
for, the Placing and Subscription, and why the Directors believe it
to be in the best interests of the Company and its Shareholders
and, further, why they recommend that you vote in favour of the
Resolutions. The Directors intend to vote in favour of the
Resolutions in respect of their legal and/or beneficial
shareholdings amounting, in aggregate, to 26,648,779 Ordinary
Shares representing approximately 30.1 per cent. of the Existing
Ordinary Shares.
BACKGROUND TO AND REASONS FOR THE PLACING AND SUBSCRIPTION, AND
USE OF PROCEEDS
Background
Immupharma is a drug development company headquartered in London
and listed on the AIM market of the London Stock Exchange (LSE:
IMM) with research operations in France. Immupharma is dedicated to
the development of novel drugs, largely based on peptide
therapeutics, to treat serious medical conditions such as
autoimmune diseases. Immupharma has five drug candidates in
development, two platform technologies and approximately 70
patents. Lupuzor(TM) , a potential treatment for the autoimmune
chronic inflammatory disease Lupus, is Immupharma's key product and
most advanced drug, having commenced its pivotal Phase III trial in
2015, and which the Directors believe targets a highly unmet market
due to the lack of safe and effective treatments currently
available.
(MORE TO FOLLOW) Dow Jones Newswires
February 05, 2016 02:00 ET (07:00 GMT)
Immupharma's strategy and risk-averse business model is
different from many of its peers, and its management team has
extensive experience in senior positions in some of the world's
leading pharmaceutical companies.
Immupharma has important collaboration arrangements with the
Centre National de la Recherché Scientifique (CNRS), the French
National Council for Scientific Research and the largest basic
research organisation in Europe, relating to the therapeutic use of
peptides and peptide derivatives. In collaboration with CNRS,
Immupharma has adopted an outsourcing model where development
activities are assigned to contract research organisations
("CROs"), maintaining low costs. Immupharma continues to manage the
development of its own assets up to commercialisation, but will
also seek collaborative agreements with larger pharmaceutical
companies at an earlier stage, where viable.
Lupuzor(TM) (Forigerimod) - Treatment of Lupus
Immupharma's lead product candidate, Lupuzor(TM), also known by
its chemical name 'Forigerimod', targets Lupus, an autoimmune
disease for which there is currently no cure or specific treatment.
Lupuzor(TM) was successfully licensed to Cephalon, Inc in February
2009, in which Immupharma received $45 million, with a $500 million
cash milestone payment structure plus high royalties on future
sales. In late 2011, following the acquisition of Cephalon by Teva
Pharmaceuticals, Immupharma regained all product rights to
Lupuzor(TM) .
Lupus (frequently manifested as Systemic Lupus Erythematosus) is
a chronic, life-threatening autoimmune, inflammatory disease with a
pattern of flares and remission. Lupus can affect multiple organs
such as skin, joints, kidneys, blood cells, heart and lungs. It can
appear in a multitude of forms, making diagnosis difficult with
patients presenting to several different specialists (mainly
dermatologists, rheumatologists and nephrologists). Awareness of
the disease has steadily increased in recent years, and the
Directors believe this will continue to do so due to well-organised
patient groups and increased research and development activity into
new treatments.
There are an estimated five million people globally suffering
from Lupus, with approximately 1.5 million patients in the US,
Europe and Japan (Source: Lupus Foundation of America). Current
'standard of care' treatments, including steroids and
immunosuppressants, can potentially have either serious side
effects for patients or limited effectiveness, with over 60 per
cent. of patients not adequately treated. GSK's Benlysta is the
first Lupus drug approved in over 50 years and paves the path to
market for Lupuzor(TM). Based on conservative estimates, and taking
into account that Benlysta is priced currently at approximately
$35,000 per patient per year, Lupuzor(TM) would be entering a
market with the potential for multi-billion dollar sales.
The Directors believe that Lupuzor(TM), which was invented by
Prof. Sylviane Muller, Chair of Therapeutic Immunology at CNRS, has
the potential to be a novel specific first-line drug therapy for
the treatment of Lupus by specifically modulating the immune system
and halting disease progression in a substantial proportion of
patients. Lupuzor(TM) has a unique mechanism of action that
modulates the activity of CD4 T-cells which are involved in the
cell-mediated immune response which leads to the Lupus disease.
Lupuzor(TM), taken over the long term, is believed by the
Directors, as indicated in earlier stage clinical trials, to
prevent the progression of Lupus rather than just treating its
symptoms, with the rest of the immune system retaining the ability
to work normally.
There will be a number of routes to market Lupuzor(TM) which are
open for consideration upon receipt of approval by the FDA, which
the Directors believe could be: a global licensing deal, with the
partner offering Immupharma royalties on sales; subject to further
financing, Immupharma could partner with local distributors whilst
controlling the manufacture of the drug through Polypeptide, a
world-leader in peptide manufacturing and a longstanding partner of
Immupharma, thus over the longer term, retaining a higher margin
revenue stream; or the Directors could explore the sale of the
asset or the Company, with cash returned to shareholders. The prime
objective of any strategy would be to ensure long term shareholder
value.
Nucant platform
The nucant platform is a specific family of peptides for cancer
and ophthalmology, which contains IPP-204106, Immupharma's lead
compound for cancer and other indications. The rights for this
compound have been obtained through the Group's ongoing research
collaboration with CNRS. The molecule is a nucleolin antagonist and
has a promising and novel mechanism of action, acting on modulating
angiogenesis as well as proliferation. Results from the initial
Phase I/IIa trial in cancer patients demonstrated that it met its
safety endpoints and showed stabilisation of the disease in 21% of
patients. A further Phase I/IIa clinical trial, designed to assess
the safety of increasing doses and to identify the optimal dose for
treatment, has since been completed. There is the potential for
phase II studies in cancer, age-related macular degeneration or
diabetic retinopathy in 2016.
Peptide platform
Immupharma has also initiated the development of a novel and
innovative peptide technology platform through the collaboration
with CNRS, thereby gaining access to pioneering research centred on
novel peptide drugs at the University of Bordeaux and the Institut
Européen de Chimie et Biologie (IECB). Jointly, Immupharma and CNRS
have filed a new co-owned patent controlling this breakthrough
peptide technology. The first therapeutic area being targeted is
diabetes with glucagon-like peptide -1 agonists, a class of drugs
for the treatment of Type II diabetes, as well as initiating the
development of novel peptides as glucagon antagonists - one of the
novel approaches to treat Type I and Type II diabetes.
Reasons for the Placing and Subscription
Lupuzor(TM) has completed Phase IIb clinical trials,
demonstrating significant efficacy in the treatment of Lupus
together with outstanding safety, and has commenced a pivotal Phase
III trial. Lupuzor(TM) has been given a Special Protocol Assessment
(SPA) from the US Food and Drug Administration (FDA) with Fast
Track Designation, and Immupharma has commenced its pivotal Phase
III trial, which Simbec-Orion, a full service international CRO
specialising in rare and orphan conditions and which has previous
direct experience of Lupus trials, is conducting.
The Phase III trial is a double-blind, randomised,
placebo-controlled trial in 200 patients. The study will involve
patients dosing for one year, receiving 0.2mg once every month
subcutaneously. The study is anticipated to occur in up to 45
investigator sites, 10 sites in the United States and 35 in Europe,
screening approximately 270 patients in order to achieve the 200
required for the trial. The recruitment phase is expected to be
completed by mid-2016, with the trial completing 12 months later.
The European sites will be open by end of Q1 2016 with dosing
having commenced, and the Directors believe top-line data is
expected to be announced in the second-half of 2017.
Use of Proceeds
Net proceeds of the Placing and the Subscription will be used by
Immupharma principally to fund the pivotal Phase III trial of
Lupuzor(TM) . The trial has commenced with patients being recruited
within 10 centres in the US. 35 European centres will also be open
for recruitment over the next few months. Immupharma will also use
the proceeds to fund working capital requirements through to
2018.
DETAILS OF THE PLACING
The Company proposes to raise approximately not less than GBP3.1
million by way of a conditional, non-pre-emptive placing of not
less than 11,824,877 Placing Shares at the Placing Price pursuant
to the Placing Agreement. Not less than the Minimum Number of
Placing Shares will, pursuant to the Placing Agreement, be placed
by Panmure Gordon, as agent for the Company, with institutional and
other investors.
The Placing Price represents a discount of approximately 10.3
per cent. to the closing mid-market price of the Ordinary Shares of
29 pence on 4 February 2016 (being the last practicable dealing day
prior to the date of this announcement). The Minimum Number of
Placing Shares will represent approximately not less than 10.0 per
cent. of the ordinary share capital as enlarged by the Placing and
will, when issued, rank pari passu in all respects with the other
Ordinary Shares then in issue, including all rights to all
dividends and other distributions declared, made or paid following
Admission.
The Directors had considered whether the Company would be able
to extend the offer of Placing Shares to all existing Shareholders
but, having discussed this with its professional advisers, decided
that the time and expense of doing so could not be justified and
would not be in the best interests of the Company at this time. The
Placing Shares are not being made available to the public.
The Placing Agreement is conditional upon (amongst other things)
the Placing Agreement not having been terminated, the passing of
the Resolutions at the General Meeting and Admission occurring on
or before 8 a.m. on 22 February 2016 (or such later date as Panmure
Gordon and the Company may agree, being not later than 8 a.m. on 24
March 2016).
(MORE TO FOLLOW) Dow Jones Newswires
February 05, 2016 02:00 ET (07:00 GMT)
Furthermore, the issue of any EIS Shares and the VCT Shares is
conditional upon EIS Advance Assurance and VCT Advance Assurance
respectively being obtained prior to 22 February 2016 (or such
later date as Panmure Gordon and the Company may agree, being not
later than 23 March 2016). Despite EIS Advance Assurance having
previously been obtained by the Company, a further application has
been submitted following the change to the rules applying to the
Enterprise Investment Schemes. There can be no certainty that
either VCT Advance Assurance or EIS Advance Assurance will be
granted by HM Revenue and Customs, or that either VCT Advance
Assurance or EIS Advance Assurance will be forthcoming in advance
of the General Meeting. The Placing will nonetheless proceed
(subject to the other conditions of the Placing Agreement) for the
Placing Shares which are not EIS Shares or VCT Shares even if
Advance Assurances are not obtained so long as they constitute not
less than the Minimum Number of Placing Shares.
The Placing Agreement contains warranties from the Company in
favour of Panmure Gordon in relation to (amongst other things) the
Company and its business. In addition, the Company has agreed to
indemnify Panmure Gordon in relation to certain liabilities it may
incur in undertaking the Placing. Panmure Gordon has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, it may terminate in the event that there
has been a material breach of any of the warranties or for force
majeure.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
passing of the Resolutions at the General Meeting, it is expected
that Admission will become effective in respect of, and that
dealings will commence on AIM in, the Placing Shares on 25 February
2016 (or such later date as Panmure Gordon and the Company may
agree, being not later than 8.00 a.m. on 24 March 2016).
The Placing Shares will be issued credited as fully paid and
will be identical to and rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all future
distributions declared, paid or made in respect of the Existing
Ordinary Shares following the date of Admission.
THE SUBSCRIPTION
Pursuant to a proposed conditional subscription agreement
between the Company and Lanstead (the "Subscription Agreement"),
17,021,277 new Ordinary Shares (the "Subscription Shares") will be
issued to Lanstead at the Issue Price for an aggregate subscription
price of GBP4.43 million before expenses (the "Subscription"). The
Subscription is conditional, amongst other things, on the approval
of the Company's shareholders at the General Meeting of resolutions
granting the directors of the Company authority to allot the
Subscription Shares and dis-applying statutory pre-emption rights
in relation to such allotment. Further details of the General
Meeting are set out below.
Conditional on the passing of the resolutions to be put to
shareholders at the General Meeting, c.GBP0.66 million of the
Subscription proceeds (being 15 per cent. of the Subscription) will
be retained by the Company and c.GBP3.76 million will be pledged to
Lanstead under the Sharing Agreement under which Lanstead will then
make, subject to the terms and conditions of that Sharing
Agreement, monthly settlements (subject to adjustment upwards or
downwards) to the Company over 18 months, as detailed below. As a
result of entering into the Sharing Agreement the aggregate amount
received by the Company under the Subscription and the related
Sharing Agreement may be more or less than GBP4.43 million, as
further explained below.
The Subscription is conditional upon there being: (i) no breach
of certain customary warranties given by the Company to Lanstead at
any time prior to admission to trading on AIM of the Subscription
Shares; and (ii) no force majeure event occurring prior to
admission to trading on AIM of the Subscription Shares.
THE SHARING AGREEMENT
As part of the Subscription, the Company will enter into the
Sharing Agreement, pursuant to which Immupharma will return an
amount equal to 85 per cent. of the gross proceeds of the
Subscription to Lanstead. The Sharing Agreement will enable the
Company to share in any share price appreciation over the Benchmark
Price (as defined below). However, if the Company's share price
remains less than the Benchmark Price then the amount received by
the Company under the Sharing Agreement will be less than the 85
per cent. of the gross proceeds of the Subscription which were
pledged by the Company to Lanstead at the outset.
The Sharing Agreement provides that the Company will receive 18
equal monthly settlement amounts as measured against a benchmark
share price of 34.6667 pence per Ordinary Share (the "Benchmark
Price"). The monthly settlement amounts for the Sharing Agreement
are structured to commence two months following the admission to
AIM of the Subscription Shares under the Sharing Agreement.
If the measured share price (the "Measured Price"), calculated
as the average volume weighted share price of the Company's
Ordinary Shares over an agreed period prior to the monthly
settlement date, exceeds the Benchmark Price, the Company will
receive more than 100 per cent. of that monthly settlement due on a
pro rata basis according to the excess of the Measured Price over
the Benchmark Price. There is no upper limit placed on the
additional proceeds receivable by the Company as part of the
monthly settlements and the amount available in subsequent months
is not affected. Should the Measured Price be below the Benchmark
Price, the Company will receive less than 100 per cent. of the
monthly settlement calculated on a pro rata basis and the Company
will not be entitled to receive the shortfall at any later
date.
For example, if on a monthly settlement date the calculated
Measured Price exceeds the Benchmark Price by 10 per cent., the
settlement on that monthly settlement date will be 110 per cent. of
the amount due from Lanstead on that date. If on the monthly
settlement date the calculated Measured Price is below the
Benchmark Price by 10 per cent., the settlement on the monthly
settlement date will be 90 per cent. of the amount due on that
date. Each settlement as so calculated will be in final settlement
of Lanstead's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the
date of each and every monthly settlement, Immupharma would receive
aggregate proceeds of GBP4.43 million (before expenses) from the
Subscription and Sharing Agreement, made up of the GBP0.66 million
of the Subscription initially retained by the Company and 18
monthly settlements of approximately GBP0.21 million.
The Company will pay Lanstead's legal costs incurred in the
Subscription and in entering into the Sharing Agreement and, in
addition, has agreed to issue to Lanstead 851,064 ordinary shares
of 10 pence each in the Company (the "Value Payment Shares"). The
issue of the 851,064 Value Payment Shares is, like the Subscription
Shares, subject to approval at the General Meeting.
In no event will fluctuations in the Company's share price
result in any increase in the number of Subscription Shares issued
by the Company or received by Lanstead. The Directors believe that
a decline in the Company's share price would not result in any
advantage accruing to Lanstead and the Sharing Agreement allows
both Lanstead and the Company to benefit from future share price
appreciation.
SIMBEC ORION
In January 2015, Simbec-Orion Group Limited entered into a
collaboration agreement with the Company under which, amongst other
things, it agreed to reinvest a proportion of the fees which its
group generated in acting as CRO on the Lupuzor Phase III clinical
study. This reinvestment was to be by way of subscription in the
Company's Ordinary Shares. Simbec-Orion now intends to subscribe
for Placing Shares in the Placing and, conditional on completion of
the Placing, its reinvestment obligation under the collaboration
agreement will lapse.
US INVESTOR TERM SHEET
On 27 July 2015, the Company announced that it had signed a term
sheet with a US investor for up to $14 million of funding. In view
of the Placing which is being undertaken, the Company has no
current intention of formalising or utilising such funding.
CURRENT TRADING AND OUTLOOK
Immupharma announced its interim results for the six months to
30 June 2015 on 30 September 2015. Please refer to Immupharma's
announcement as notified through the Regulatory Information Service
and made available on Immupharma's website at:
www.immupharma.org.
Financial highlights for the period included:
-- Cash position as at 30 June 2015 of GBP3.29m (H1 2014: GBP5.18m)
-- Loss for the Period of GBP1.54m (H1 2014: GBP1.83m)
-- Basic and diluted loss per share of 1.74p (H1 2014: 2.23p)
Immupharma is focused on ensuring the successful progress of the
late stage clinical development of Lupuzor(TM) through its pivotal
Phase III trial. Key future milestones include first dosing and
completion of the recruitment of 200 patients in 2016. Immupharma
will is also progressing its other earlier stage pipeline
candidates through clinical development whilst exploring other
opportunities around Lupuzor(TM) 's mechanism of action and its
applicability to other autoimmune conditions. Following the Placing
and Subscription, the Directors remain excited for the prospects
for the future of Immupharma, particularly in progressing
Lupuzor(TM) through its Phase III trial.
GENERAL MEETING AND RESOLUTIONS
(MORE TO FOLLOW) Dow Jones Newswires
February 05, 2016 02:00 ET (07:00 GMT)
The Company currently does not have sufficient authority to
allot Ordinary Shares under the Act to effect the Placing and
Subscription. Accordingly the Resolutions, summarised below, are
being proposed at the General Meeting to ensure that the Directors
have sufficient authority to allot the Placing Shares and
Subscription Shares on a non-pre-emptive basis. These authorities
are in addition to those given to the Directors at the Company's
last AGM.
Resolution 1: Specific authority to allot shares
Resolution 1 is an ordinary resolution to grant authority to the
Directors under section 551 of the Act to allot equity securities
(as defined in section 560 of the Act) up to an aggregate nominal
amount of GBP4,615,385 such authority expiring on the earliest to
occur of 31 December 2017 and the date of the Company's next Annual
General Meeting.
Resolution 2: Removal of restriction on authorised share
capital
The Companies Act 2006 abolished the concept of authorised share
capital, but with any existing limitations in a company's
constitution remaining in place. We are therefore proposing
Resolution 2 as an ordinary resolution to remove the legacy
restriction on the authorised share capital of the Company set out
in the Articles of Association.
Resolution 3: Specific disapplication of pre-emption rights
Resolution 3 is a special resolution which, if passed, will
empower the Directors, pursuant to section 570(1) of the Act, to
allot equity securities for cash pursuant to the authority
conferred by Resolution 1 up to an aggregate nominal amount of
GBP4,615,385 on a non-pre-emptive basis, such authority expiring on
the earliest to occur of 31 December 2017 and the date of the
Company's next Annual General Meeting.
The amount proposed to be raised pursuant to the allotment is
26p per share, representing a discount of approximately 10.3 per
cent. to the closing mid-market price of the Ordinary Shares of 29
pence on 4 February 2013 (being the last practicable dealing day
prior to the date of this document). The Directors believe that
this is an acceptable level of discount at which to conduct a
non-pre-emptive placing as the costs of undertaking a pre-emptive
fundraising would be significant.
If passed, this authority, in conjunction with the authority
proposed pursuant to Resolution 1, will enable the Directors to
effect the Placing and the Subscription on a non-pre-emptive
basis.
Resolutions 1 and 2 are ordinary resolutions and require a
majority of more than 50 per cent. of the votes cast to be passed.
Resolution 3 is a special resolution and requires the approval of
not less than 75 per cent. of the votes cast to be passed. If
Resolutions 1 and 3 are not passed by the requisite majority, the
Placing and the Subscription will not proceed.
The Notice of General Meeting is contained at the end of the
Circular and sets out the Resolutions in full. The General Meeting
is to be held at the offices of Bircham Dyson Bell LLP, 50
Broadway, London SW1H 0BL at 10am on 22 February 2016.
RECOMMENDATION
The Directors consider that the Placing, the Subscription and
the Resolutions are in the best interests of the Company and its
Shareholders as a whole, and accordingly recommend that
Shareholders vote in favour of the Resolutions, as they intend to
do in respect of their own legal and/or beneficial shareholdings,
amounting, in aggregate, to 26,648,779 Ordinary Shares
(representing approximately 30.07 per cent. of the Existing
Ordinary Shares).
APPENDIX - DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Act the UK Companies Act 2006, as amended
Admission admission of the Placing Shares,
Subscription Shares and Value Payment
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
Advance Assurance receipt of advance assurance from
HM Revenue & Customs that the Company
is a qualifying holding for the
purposes of the Venture Capital
Trust rules (VCT Advance Assurance)
and / or a qualifying company for
the purposes of the Enterprise Investment
Scheme (EIS Advance Assurance)
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies, which
sets out the rules and responsibilities
for companies whose shares are admitted
to trading on AIM, as amended from
time to time
Articles of the articles of association of the
Association Company
Benchmark Price 34.667p per Ordinary Share
Board or Directors the board of directors of the Company
Circular this circular of the Company giving
(amongst other things) details of
the Placing and incorporating the
Notice of General Meeting
Company or Immupharma Immupharma plc, a public limited
company incorporated in England
and Wales under registered number
03929567
CREST the relevant system (as defined
in the Regulations) which enables
title to units of relevant securities
(as defined in the Regulations)
to be evidenced and transferred
without a written instrument and
in respect of which Euroclear UK
& Ireland Limited is the Operator
(as defined in the Regulations)
EIS Shares any Placing Shares whose issue pursuant
to the Placing is, besides the other
conditions in the Placing Agreement,
also conditional on EIS Advance
Assurance being obtained prior to
22 February 2016 (or such later
date as Panmure Gordon and the Company
may agree, being not later than
23 March 2016)
Enlarged Share the 118,319,681 Ordinary Shares
Capital in issue immediately following Admission
assuming the Minimum Number of Placing
Shares are issued pursuant to the
Placing, and that the Subscription
Shares and Value Payment Shares
are issued pursuant to the Subscription
Agreement and Sharing Agreement
Existing Ordinary the 88,622,463 Ordinary Shares in
Shares issue at the date of this announcement,
all of which are admitted to trading
on AIM
General Meeting the general meeting of the Company
to be held at 10 a.m. on 22 February
2016, notice of which is set out
at the end of the Circular
Group the Company, its subsidiaries and
subsidiary undertakings
Lanstead Lanstead Capital L.P.
London Stock London Stock Exchange plc
Exchange
Measured Price the average volume weighted share
price of the Company's Ordinary
Shares over an agreed period prior
to the monthly settlement date
Minimum Number 11,824,877 Placing Shares
of Placing Shares
Notice of General the notice of General Meeting, set
Meeting out at the end of the Circular
Ordinary Shares ordinary shares of 10 pence each
in the capital of the Company
Panmure Gordon Panmure Gordon (UK) Limited, a company
incorporated in England and Wales
with company number 4915201, authorised
and regulated by the Financial Conduct
Authority
Placing the proposed conditional, non-pre-emptive
placing by Panmure Gordon (on behalf
of the Company) of the Placing Shares
at the Placing Price
Placing Agreement the conditional agreement dated
5 February 2016 relating to the
Placing, between the Company and
Panmure Gordon
Placing Price 26 pence per Placing Share
Placing Proceeds the net proceeds of the issue of
the Placing Shares pursuant to the
Placing
Placing Shares new Ordinary Shares which are to
be conditionally placed for cash
with investors in accordance with
the terms of the Placing Agreement
and whose allotment and issue is
conditional (amongst other things)
on the passing of the Resolutions
and, in the case of the VCT Shares
and the EIS Shares, the receipt
of Advance Assurance
Regulations the UK Uncertificated Securities
Regulations 2001 (SI 2001 No.3755),
as amended
Resolutions the resolutions to be proposed at
(MORE TO FOLLOW) Dow Jones Newswires
February 05, 2016 02:00 ET (07:00 GMT)
Immupharma (LSE:IMM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Immupharma (LSE:IMM)
Historical Stock Chart
From Jul 2023 to Jul 2024