TIDMMXCT
RNS Number : 9189C
MaxCyte, Inc.
20 April 2017
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, TO US PERSONS (AS DEFINED
IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT")), OR IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Result of Special Meeting and Issue of Equity
Maryland, USA - 6.00 p.m. BST, 20 April 2017: MaxCyte (LSE:
MXCT), a US-based global company dedicated to driving the
acceleration of the discovery, development, manufacturing and
commercialisation of next-generation, cell-based medicines, today
announces that at the Special Meeting held earlier today in respect
of its GBP20.0 million Placing at a Placing Price of 275 pence per
share of New Common Stock, which was announced to the market on 31
March 2017, each of the resolutions as set out in the notice of
Special Meeting was duly passed.
Application has been made for the 7,275,000 shares of New Common
Stock to be admitted to trading on AIM and it is expected that
Admission will become effective and that dealings in the New Common
Stock will commence at 8.00 a.m. on 24 April 2017. The New Common
Stock will be allotted and credited as fully paid and will be
identical in all respects with the Existing Common Stock although
the New Common Stock will be subject to the conditions listed under
section 903(b)(3), or Category 3, of Regulation S.
Furthermore, upon Admission, the New Common Stock will trade in
the Company's new restricted line of Common Stock under the symbol
MXCR, and the New Common Stock (as represented by Depository
Interests) will be held in the CREST system and will be segregated
into a separate trading system within CREST identified with the
marker "REG S" and ISIN USU575801092. Prior to Admission, the
Company will remove the CREST restrictions attached to the Existing
Common Stock, which will constitute the Company's unrestricted line
of Common Stock trading under the existing symbol MXCT. Therefore,
the number of restricted shares of Common Stock trading under the
symbol 'MXCR' following Admission will be 7,275,000 and the number
of unrestricted shares of Common Stock trading under the symbol
'MXCT' following Admission will be 43,539,527.
Following Admission, the total issued stock capital of the
Company will consist of 50,814,527 shares of Common Stock. There is
no Common Stock held in treasury. Therefore, the total number of
voting rights in the Company will be 50,814,527. Stockholders in
the Company may use this figure as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
stock capital of the Company.
The capitalised terms used in this announcement have the meaning
set out in the announcement made by the Company at 7.00 a.m. on 31
March 2017. All references to times and dates in this announcement
are to times and dates in London, United Kingdom, unless otherwise
stated.
About MaxCyte
MaxCyte (LSE: MXCT), is a US-based global company dedicated to
driving the acceleration of the discovery, development,
manufacturing and commercialisation of next-generation, cell-based
medicines. The Company provides its patented, high-performance cell
engineering platform to biopharmaceutical partners engaged in drug
discovery and development, biomanufacturing, and cell therapy,
including gene editing and immuno-oncology. With its robust
delivery platform, MaxCyte's team of scientific experts helps its
partners to unlock their product potential and solve problems. This
platform allows for the engineering of nearly all cell types,
including human primary cells, with any molecule, at any scale. It
also provides a high degree of consistency and minimal cell
disturbance, thereby facilitating rapid, large-scale, clinical and
commercial grade cell engineering in a non-viral system and with
low-toxicity concerns. The Company's cell-engineering platform is
FDA-accredited, providing MaxCyte's customers and partners with an
established regulatory path to commercialise cell-based
medicines.
For more information, visit http://www.maxcyte.com/
MaxCyte +1 301 944 1660
Doug Doerfler, Chief Executive
Officer
Ron Holtz, Chief Financial
Officer
Nominated Adviser and Broker
Panmure Gordon (UK) Limited
Freddy Crossley (Corporate
Finance)
Duncan Monteith
Ryan McCarthy
Tom Salvesen (Corporate Broking) +44 (0) 20 7886 2500
Financial PR Adviser +44 (0)20 3709 5700
Consilium Strategic Communications maxcyte@consilium-comms.com
Mary-Jane Elliott
Chris Welsh
Lindsey Neville
Important Notice
THE NEW COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO BE,
REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY
PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN
ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF
APPLICABLE SECURITIES LEGISLATION. ACCORDINGLY, SUBJECT TO CERTAIN
EXCEPTIONS, THE NEW COMMON STOCK MAY NOT, DIRECTLY OR INDIRECTLY,
BE OFFERED OR SOLD WITHIN JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA,
THE REPUBLIC OF SOUTH AFRICA OR A NATIONAL, CITIZEN OR RESIDENT OF
JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR REPUBLIC OF SOUTH
AFRICA.
FURTHERMORE, THE NEW COMMON STOCK HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OF AMERICA, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OF AMERICA, OR TO OR FOR THE ACCOUNT OR
BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), ABSENT REGISTRATION UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NEW COMMON
STOCK ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF
AMERICA TO NON-US PERSONS IN "OFFSHORE TRANSACTIONS" (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN
RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION
903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES
ACT.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGUUACUPMGQU
(END) Dow Jones Newswires
April 20, 2017 13:00 ET (17:00 GMT)
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