TIDMIMM
RNS Number : 7420X
Immupharma PLC
02 September 2020
2 September 2020
ImmuPharma plc
("ImmuPharma" or the "Company")
Placing to raise GBP6.5 million
ImmuPharma plc (LSE:IMM) (Euronext Growth Brussels: ALIMM), the
specialist drug discovery and development company, announces that
in response to investor demand, it has raised GBP6.5 million,
before expenses, via an oversubscribed Placing of 59,090,909 new
ordinary shares of 10p each in the Company ("Ordinary Shares") at a
price of 11p ("Placing Price") per share (the "Placing Shares")
with investors (the "Placing").
Placing Shares and Admission
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Company's existing
issued Ordinary Shares.
An application will be made for the Placing Shares to be
admitted to trading on the AIM market of the London Stock Exchange
("AIM") and Euronext Growth Brussels ("Admission"). It is
anticipated that Admission to AIM will occur at 8.00am on or around
7 September 2020. The Placing is conditional, among other things,
upon Admission to AIM becoming effective and the placing agreement
(entered into between the Company, Stanford Capital Partners
Limited ("SCP"), SI Capital Limited ("SI") and SPARK Advisory
Partners Limited ("SPARK") today) not being terminated in
accordance with its terms.
The Placing Shares represent 24.3% of the Company's enlarged
issued share capital. The Placing Price represents a 27.6% discount
to the 7 day volume weighted average price of the Company's shares
on AIM on 1 September 2020.
Issue of Warrants
In connection with their services in relation to the Placing,
the Company has issued warrants over 1,213,920 Ordinary Shares with
an exercise price of 11p per share to SCP and issued warrants over
1,213,920 Ordinary Shares with an exercise price of 11p per share
to SI. These warrants have an exercise period expiring on the
10(th) anniversary of Admission.
Adjustment to the CSD and Options of L1 and Lind
As notified on 11 June 2020, the Company entered into a
convertible security deed ("CSD") and option deed ("OD") dated 10
June 2020 with each of L1 Capital Global Opportunities Master Fund
("L1") and Lind Global Macro Fund, LP ("Lind").
Pursuant to the terms of the CSD, each of Lind and L1 have the
right to require the Company, as a consequence of the Placing, to
repurchase a portion of the convertible security in an amount equal
to, in aggregate, up to 25 per cent of the gross proceeds of the
Placing (being GBP1,625,000, which will be converted into US
dollars at the time of conversion in accordance with the CSD).
Under the terms of the CSD, the Company is required to give Lind
and L1 notice of the Placing within 10 calendar days of Admission.
If either Lind or L1 wish to exercise their right to require
repayment of a portion of their convertible security, they must
give notice to the Company no later than 13 calendar days after the
date of notice from the Company. No indication has been given by
Lind or L1 whether they intend to exercise this right.
As a consequence of the Placing (i) the conversion price stated
in the CSD (previously 17.96p) will be adjusted downwards to the
Placing Price meaning that, upon conversion in full of the CSD,
21,369,354 new Ordinary Shares (subject to adjustment at the time
of conversion by reference to the sterling - US dollar exchange
rate at the time) would be issued in aggregate to L1 and Lind
(compared to 13,086,619 previously); and (ii) under the OD, both
the option exercise price and the number of shares subject to the
options will vary. In aggregate, following the Placing, 25,640,254
Ordinary Shares (compared to 15,703,942 previously) will be subject
to the OD at an option exercise price of 11p per share.
Lind and L1 have not exercised their right of participation in
the Placing.
Lanstead Capital Investors LLP ("Lanstead")
There will be no changes or amendments to the two existing
Sharing Agreements with Lanstead as a result of the Placing.
Issue of shares to Allele Capital Partners ("Allele")
As notified in the announcement on 11 June 2020 the Company has
now entered into a Strategic Advisory Agreement with Allele. Under
that agreement the Company has, on 1 September 2020, allotted to
Allele 682,242 new Ordinary Shares at an agreed issue price of
16.57p per share.
Total Shares in Issue
For the purposes of the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority ("DTR"), the Board of
ImmuPharma hereby notifies the market that following Admission, the
Company's total issued share capital will consist of 242,784,071
Ordinary Shares with a nominal value of 10p each per share.
This figure may be used by Shareholders as the denominator for
the calculations by which they may determine if they are required
to notify their interest in, or a change to their interest in the
Company under the DTR.
The allotment of the Placing Shares is being made pursuant to
existing authorities to allot shares and other relevant securities
and to disapply pre-emption rights under section 551 of the
Companies Act 2006, which the Directors were given at the Company's
Annual General Meeting held on 18 June 2020.
Use of Proceeds
The proceeds from the Placing, net of fees and expenses, are
expected to be approximately GBP5.9 million and will be used to
progress the Company's therapeutic pipeline including one of its
new developments, BioAMP-B, a novel peptide-based drug that offers
a potential treatment for many serious and life threatening fungal
infections such as aspergillosis (lung infection). Funds will also
provide the Company with additional working capital.
Taking into account existing cash resources and the expected net
proceeds, the Company expects to have sufficient cash resources to
fund operations through the end of 2023.
The Placing was undertaken by ImmuPharma's joint brokers,
Stanford Capital Partners and SI Capital.
Tim McCarthy, ImmuPharma's Chairman said: "In response to strong
investor demand, this successful and over-subscribed fundraising
has brought together new and returning institutional investors,
with existing and new private investors. With a strong balance
sheet, a diverse and exciting therapeutic pipeline and our lead
drug candidate, Lupuzor(TM) moving forward into an international
Phase III trial, ImmuPharma is in an extremely robust position.
With value enhancing news-flow over the next period, we are
confident of creating long term shareholder value for all of our
shareholders."
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
Stanford Capital Partners (Joint Broker) +44 (0) 203 36 8 3550
Patrick Claridge
John Howes
Bob Pountney +44 (0) 203 815 8880
SI Capital (Joint Broker)
Nick Emerson +44 (0) 1483 413500
4Reliance (Euronext Growth Listing Sponsor) +32 (0) 2 747 02 60
Jean-Charles Snoy
Degroof Petercam (Liquidity Provider) +32 (0) 2 287 95 34
Erik De Clippel
Backstage Communication
Olivier Duquaine +32 (0) 477 504 784
Gunther De Backer +32 (0) 475 903 909
Notes to Editors
About ImmuPharma PLC
ImmuPharma PLC (LSE AIM: IMM - Euronext Growth: ALIMM) is a
specialty biopharmaceutical company that discovers and develops
peptide-based therapeutics. The Company's portfolio includes novel
peptide therapeutics for autoimmune diseases, anti-infectives,
metabolic diseases and cancer. The lead program, Lupuzor(TM), is a
first-in class autophagy immunomodulator which is in Phase III for
the treatment of systemic lupus erythematosus (lupus / SLE). Lupus
is an autoimmune disease which if left untreated can be fatal.
Preclinical analysis suggest therapeutic activity for many other
autoimmune diseases that share the same autophagy mechanism of
action. ImmuPharma and Avion Pharmaceuticals signed on 28 November
2019, an exclusive licence and development agreement and trademark
agreement for Lupuzor(TM) to fund a new international Phase III
trial for Lupuzor(TM) and commercialise in the US. For additional
information about ImmuPharma please visit www.immupharma.com.
ImmuPharma's LEI (Legal Entity Identifier) code:
213800VZKGHXC7VUS895.
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END
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