TIDMIMM
RNS Number : 1963Y
Immupharma PLC
07 September 2020
ImmuPharma PLC
("ImmuPharma" or the "Company")
Placing to raise GBP6.5 million - update; related party
transaction
The Company announces that admission of the Placing Shares
issued in the Placing (as defined in the announcement of 2
September 2020) which was expected to take place at 8.00am on or
around 7 September 2020 is now expected to take place at 8.00 am on
Tuesday 8 September. The Company also announces it has varied the
terms of its Sharing Agreements with Lanstead Capital Investors
L.P. ("Lanstead").
Background
On 11 June 2020, the Company announced strategic investments
from L1 Capital Global Opportunities Master Fund ("L1") and Lind
Global Macro Fund, managed by The Lind Partners ("Lind") comprising
an issue of unsecured convertible securities and associated options
(the "L1 and Lind Securities").
Following the announcement of the Placing, the Company announced
on 3 September 2020 that L1 had converted $150,000 (plus accrued
but unpaid interest) of their convertible security at a conversion
price of 11p per share (the "Conversion").
The Company has previously undertaken with Lanstead two
Subscriptions (and related sharing agreements ("Sharing
Agreements") of GBP2.66m and GBP1.3m which were announced on 26
June 2019 and 30 March 2020 respectively). Summary details of the
respective Sharing Agreements relating to these Subscriptions are
set out below.
As a consequence of the L1 and Lind Securities, discussions have
been held with Lanstead as to whether this resulted in the
Benchmark Price referred to in the Sharing Agreements being
increased from 13.3333 pence. Having taken legal advice, and after
consultation with Lanstead, it has been agreed to vary the Sharing
Agreements Benchmark Price to 20 pence whilst confirming that the
Benchmark Price will not change again as a result of the
arrangements with L1 and Lind unless (i) the conversion price in
respect of the L1 and Lind convertible securities or the option
exercise price in respect of the associated options is adjusted
downwards below 11 pence or (ii) the principal amount of the
convertible securities or (save in respect of any capital
adjustment as envisaged by the Sharing Agreements) the number of
shares subject to the options are increased (or any other
modification or adjustment to or under the convertible securities
that has a comparable effect to any of the foregoing ).
Notwithstanding the increase in the Benchmark Price, the Company
confirms the statement made in the announcement of 2 September 2020
that:
"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."
Receipts under the Sharing Agreements to date
In relation to the 26 June 2019 Sharing Agreement, the Company
has to date received GBP1.315 million following 11 monthly
settlements. This has resulted in the Company receiving a total of
GBP97,000 in additional proceeds compared to the Benchmark Price of
13.3333 pence. 13 monthly settlements remain outstanding on this
Sharing Agreement.
In relation to the 30 March 2020 Sharing Agreement, the Company
has to date received GBP0.117 million following 2 monthly
settlements. This has resulted in the Company receiving a total of
GBP9,000 in additional proceeds compared to the Benchmark Price of
13.3333 pence. 22 monthly settlements remain outstanding on this
Sharing Agreement.
There is no change or adjustment to the monthly settlements
already received by the Company as a result of the increase of the
Benchmark Price from 13.3333 pence to 20 pence. The Benchmark Price
of 20p only applies to the future 13 and 22 monthly settlements
under the respective Sharing Agreements.
Effect of increase in Benchmark Price
The effect of the increase in the Benchmark Price from 13.3333
pence to 20 pence is that the Company will receive less funds in
future under the Sharing Agreements compared to the situation if
the Benchmark Price had remained at 13.3333 pence.
The actual amount of the total proceeds under the Sharing
Agreements is not determined until the full 24 months of each
Sharing Agreement has completed, as each monthly settlement is
determined by reference of the Benchmark Price to the measured
share price (the "Measured Price") which is calculated as the
average volume weighted share price ("VWAP") of the Company's
Ordinary Shares over a 20 day period prior to the monthly
settlement date. (Examples are shown further below).
Notwithstanding, that to date (due to the fact that on an
accumulative basis, the Measured Price has exceeded the Benchmark
Price) the Company has received a total of GBP106,000 in additional
proceeds under the Sharing Agreements, the Company's forward
looking working capital forecasts have been modelled assuming that
the Measured Price and Benchmark Price are the same.
Using the same assumption that for all of the remaining months
covered by the Sharing Agreements, the Measured Price is 13.3333
pence and the new Benchmark Price is 20 pence this would result in
the Company receiving cGBP1.3m less proceeds over the period.
Related Party Transaction
Lanstead is a substantial shareholder in the Company and is
interested in 26,628,573 Ordinary Shares (representing 14.55% of
the current issued share capital before the admission of the
Placing Shares). As such Lanstead is a related party under the AIM
Rules for Companies and the variation to the terms of the Lanstead
Sharing Agreements constitutes a related party transaction.
The Directors of the Company (all of whom are independent of
Lanstead), having consulted with SPARK Advisory Partners, the
Company's nominated adviser, consider that the variation to the
terms of the Lanstead Sharing Agreements are fair and reasonable
insofar as Shareholders are concerned.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR").
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 36 8 8974
Stanford Capital Partners (Joint Broker) +44 (0) 203 815 8880
Patrick Claridge
John Howes
Bob Pountney
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
Jean-Louis Dubrule +32 (0) 497 50 84 03
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, metabolic diseases
and cancer. The lead program, LupuzorTM, is a first-in class
autophagy immunomodulator which is in Phase III for the treatment
of lupus and preclinical analysis suggest therapeutic activity for
many other autoimmune diseases that share the same autophagy
mechanism of action. ImmuPharma and Avion Pharmaceuticals signed on
29 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.
Extracts from the Sharing Agreement (26 June 2019) (definitions
as per the announcement of 26 June 2019)
"The Sharing Agreement provides that the Company will receive 24
equal monthly settlement amounts of GBP110,688 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.
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."
Examples of calculation of receipts in each of the remaining 13
months of the 26 June 2019 Sharing Agreement:
20 day VWAP (Measured Price) 13.3333p 20p 30p
Benchmark Price 20p 20p 20p
Measured Price as % of Benchmark Price 67% 100% 150%
Settlement in the month GBP55,345 GBP110,688 GBP166,032
Total proceeds over 13 month period
if Measured Price is at this level GBP0.719m GBP1.44m
GBP2.158m
for the entire period
Extracts from the Sharing Agreement (30 March 2020) (definitions
as per the announcement of 30 March 2020)
"The Sharing Agreement provides that the Company will receive 24
equal monthly settlement amounts (of GBP 54,167) 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 approximately three
months (or earlier by agreement with Lanstead) following the
admission to AIM of the Lanstead Subscription Shares.
If the measured share price (the "Measured Price"), calculated
as the average volume weighted share price (VWAP) of the Company's
Ordinary Shares over a 20 day 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. As
such the final determination of the total amounts to be received
under the Sharing Agreement will only be known after the 24 months
have elapsed.
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 GBP1.3 million (before expenses) from the
Lanstead Subscription and Sharing Agreement. Examples of the
proceeds from the Sharing Agreement to be received each month,
based upon varying levels of average share price in the month, are
shown in the Appendix to this announcement."
Examples of calculation of receipts in each of the remaining 22
months of the 30 March Sharing Agreement:
20 day VWAP (Measured Price) 13.3333p 20p 30p
Benchmark Price 20p 20p 20p
Measured Price as % of Benchmark Price 67% 100% 150%
Settlement in the month GBP27,084 GBP54,167 GBP 81,251
Total proceeds over 22 month period
if Measured Price is at this level GBP0.596m GBP1.19m
GBP1.788m
for the entire period
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