TIDMIMM
RNS Number : 4139D
Immupharma PLC
26 June 2019
26 June 2019
ImmuPharma PLC
("ImmuPharma" or the "Company")
Subscription to raise GBP2.66 million
ImmuPharma PLC (LSE:IMM), the specialist drug discovery and
development company, is pleased to announce that it has entered
into a subscription agreement with Lanstead Capital Investors LP
("Lanstead"), an institutional investor, together with a related
sharing agreement ("Sharing Agreement"), raising approximately
GBP2.66 million.
Highlights
-- Subscription for 26,565,200 new ordinary shares of 10 pence
each in the Company ("Ordinary Shares") (the "Subscription Shares")
by Lanstead at an issue price of 10 pence per Subscription Share
(the "Issue Price") to raise gross proceeds of approximately
GBP2.66 million, representing approximately 19% of the Company's
existing issued share capital (the "Subscription"). The issue price
represents a 26.5% discount to the closing mid-market price on 25
June.
-- This current subscription by Lanstead is the maximum amount
under the Company's existing authorisation of disapplication of
pre-emption rights and represents a further supportive investment
in the Company by Lanstead following the GBP4.43 million investment
in February 2016, from which the Company ultimately received just
over GBP5.0 million from Lanstead including the additional funds
received through the Sharing Agreement over time.
-- The GBP2.66 million gross proceeds of the Subscription will
be pledged by the Company pursuant to the Sharing Agreement with
Lanstead. The Sharing Agreement, details of which are set out
below, entitles the Company to receive back those proceeds on a pro
rata monthly basis over a period of 24 months, structured to
commence two months following the admission to AIM of the
Subscription Shares, 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 1,328,290
Ordinary Shares (the "Value Payment Shares") in connection with
entering into the Sharing Agreement.
-- The proceeds of the Subscription will be used primarily to
fund the execution of the Company's corporate strategy as announced
on 7 May 2019. This includes progressing Lupuzor(TM) through both
corporate partnerships and regulatory pathways and proactively
pursuing the 'spin-off' of the subsidiary companies, Ureka and
ELRO, in order to unlock their future potential and enhance value
to shareholders.
-- Stanford Capital Partners acted as Coordinator and Broker on the transaction.
Commenting, ImmuPharma's Chairman, Tim McCarthy, said:
"We are delighted to be welcoming back Lanstead as a significant
shareholder of the Company. Lanstead has been very supportive of
the Company since their first investment in 2016 and this latest
subscription demonstrates their continued support and the alignment
of both the Company and Lanstead's belief of the potential of
substantial value enhancement for shareholders in the future
execution of the Company's recently stated corporate strategy."
Further information on the Subscription
Pursuant to the subscription agreement between the Company and
Lanstead (the "Subscription Agreement"), 26,565,200 Subscription
Shares will be issued to Lanstead at 10 pence per Subscription
Share for an aggregate subscription of GBP2.66 million before
expenses.
The Subscription proceeds of GBP2.66 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 24 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 GBP2.66 million, as
further explained below.
The Subscription Shares and the Value Payment Shares will rank
pari passu with the existing Ordinary Shares and application has
been made to the London Stock Exchange for admission to trading on
AIM ("Admission"). The Subscription is conditional, inter alia, on
Admission and there being: (i) no breach of certain customary
warranties given by the Company to Lanstead at any time prior to
Admission; and (ii) no force majeure event occurring prior to
Admission. Admission and dealings is expected to commence at 8.00am
on 1 July 2019.
The Sharing Agreement
As part of the Subscription, the Company will enter into the
Sharing Agreement, pursuant to which Immupharma will return the
GBP2.66 million 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 of 13.3333 pence (as
defined below). However, if the Company's share price is less than
the Benchmark Price then the amount received by the Company under
the Sharing Agreement will be less than 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 24
equal monthly settlement amounts as measured against a benchmark
share price of 13.3333 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.
The Benchmark Price is a 2% discount to 13.60 pence, being the
closing mid-market price of the Company's Ordinary Shares on 25
June 2019.
If the measured share price (the "Measured Price"), calculated
as the average volume weighted share price of the Company's
Ordinary Shares over a period of 20 trading days 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 GBP2.66 million (before expenses) from the
Subscription and Sharing Agreement.
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 1,328,290 Value Payment
Shares.
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. 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.
Total Voting Rights
The Subscription will result in the issue of 27,893,490 Ordinary
Shares, being 26,565,200 Subscription Shares and 1,328,290 Value
Payment Shares. Following Admission the Company's enlarged issued
share capital will comprise 167,360,920 Ordinary Shares with voting
rights. The figure of 167,360,920 Ordinary Shares may therefore 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.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the
Subscription with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For further information please contact:
ImmuPharma PLC (www.immupharma.com)
Tim McCarthy, Chairman + 44 (0) 207 152 4080
Dimitri Dimitriou, Chief Executive Officer
Lisa Baderoon, Head of Investor Relations + 44 (0) 7721 413496
SPARK Advisory Partners Limited (NOMAD)
Neil Baldwin +44 (0) 203 368 8974
Vassil Kirtchev
Stanford Capital Partners (Joint Broker)
Patrick Claridge, John Howes +44 (0) 203 815 8880
SI Capital (Joint Broker)
Nick Emerson +44 (0) 1483 413500
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IOEEAEKSADSNEAF
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June 26, 2019 02:00 ET (06:00 GMT)
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