TIDMMXCT TIDMTTM
RNS Number : 0847P
MaxCyte, Inc.
05 February 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A
SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE
UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN AND
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Proposed Placing to raise a minimum of GBP10 million
Net proceeds of the placing will support the expansion of the
Company's business and accelerate the Company's growth strategy
Maryland, US - 7.00 a.m., 5 February 2019: MaxCyte (LSE: MXCT),
the global cell-based medicines and life sciences company,
announces today a proposed conditional placing to raise a minimum
of GBP10.0 million before expenses (the "Placing") at a price of
170 pence per share, via a placing of a minimum of approximately
5,882,352 million new shares of Common Stock of the Company (the
"New Common Stock"), representing approximately 11.46 per cent. of
the Company's existing Common Stock, to current and new
institutional and other investors. Panmure Gordon (UK) Limited
("Panmure Gordon") is acting as Financial Adviser, Nominated
Adviser and sole Broker to the Company.
The Directors intend to use the net proceeds of the Placing
receivable by the Company from the issue of the New Common Stock to
accelerate the Company's growth strategy and execute on the
significant commercial opportunities available, including:
I. Expansion of the cell therapy pipeline and acceleration of
high-value clinical and commercial deals in a diverse range of
fields, including immuno-oncology, gene editing and regenerative
medicine;
II. Investments in the expansion of the core customer base and
instrument business, including new product development and
applications in large-scale biopharmaceutical transient protein
manufacturing; and
III. Advancement of the CARMA pipeline for the treatment of
solid tumors including an intravenous ("IV") administration
programme.
The Company remains focused on advancing the potentially high
value CARMA programme where the Board believes there is a
significant opportunity for MaxCyte. MaxCyte is expanding its
next-generation CAR therapy programme for potential use in
additional solid and hematological cancer indications, in
particular including an IV administration CARMA programme ("IV
Programme") which is currently in pre-clinical development. As
summarised above, the net proceeds of the Placing will be used to,
amongst other things, advance the IV Programme with the intention
of filing an IND for the study and commencing a Phase I trial in
2019 targeting a range of additional solid tumours including
potentially, non-small cell lung cancer and bile duct cancer.
Completion of the Phase I CARMA programme for ovarian cancer and
peritoneal mesothelioma using intraperitoneal injection which is
currently underway, is expected in H1 2020.
MaxCyte is also continuing to expand its operations across the
fast-growing bioprocessing and cell therapy markets and MaxCyte's
Board anticipates continued strong growth for the current 2019
financial year in particular driving top-line growth through
further investment in sales and marketing. The Company will
continue to invest in product development to be at the forefront of
the cell therapy revolution and to enable its parties to
commercialise novel cell based medicines.
Subject to investor demand for the Placing and in order to
increase the liquidity of the Common Stock, for the benefit of all
Stockholders and to provide an orderly partial exit for certain
long-standing Stockholders, the Company has also sought to enable
any excess market demand by a sale of up to 320,223 shares of Sale
Stock by certain unconnected, non-PDMR Stockholders, concurrent
with the Placing and also at the Placing Price (the "Vendor
Placing").
Subject to investor demand for the Placing the Company may also
issue up to 50,417 shares of Common Stock pursuant to the cashless
exercise of options by certain unconnected stockholders and
non-PDMR option holders, concurrent with the Placing and also at
the Placing Price (the "Option Issue").
The net proceeds of Option Issue will be paid to the option
holders and the net proceeds of the Vendor Placing will be paid to
the selling Stockholders.
Doug Doerfler, President & Chief Executive Officer, said:
"Since listing on AIM in 2016, we have continued to make
significant progress across all areas of the business, supporting
our biopharmaceutical partners in developing new classes of
medicines for patients with inherited genetic diseases, infectious
diseases and cancer. We've also made important progress with our
high-value CARMA immuno-oncology platform, advancing MCY-M11, our
wholly owned lead therapeutic candidate, into the clinic in 2018 in
our US-based Phase I clinical trial and validating our innovative
one-day manufacturing process. We look forward to the future with
great confidence."
The Placing, Vendor Placing and the Option Issue will be
conducted by way of an accelerated bookbuilding process (the
"Bookbuild") which will be launched immediately following this
announcement in accordance with the terms and conditions set out in
Appendix II. The Placing Common Stock are not being made available
to the public. It is envisaged that the Bookbuild will be closed no
later than 6.30 p.m. today, 5 February 2019. Details of the number
of Placing Common Stock, the approximate gross proceeds of the
Placing and the outcome of the Vendor Placing and Option Issue will
be announced as soon as practicable after the closing of the
Bookbuild. The Placing, Vendor Placing and the Option Issue will
not be underwritten.
The Placing is conditional upon, inter alia, the approval of the
relevant Resolutions by Stockholders at the Special Meeting to be
held at 11.00 a.m. (EDT) / 4.00 p.m. (GMT) on 26 February 2019 at
21 Firstfield Road, Suite 202, Gaithersburg, Maryland 20878, United
States. Certain of the New Common Stock (the "Eligible New Common
Stock") will be offered to VCTs and to those investors seeking to
claim EIS relief in relation to their investment. The remaining New
Common Stockand the Option Stock issued pursuant to the Option
Issue (the "General New Common Stock") will be offered to those
investors who are neither seeking EIS relief nor are VCTs. EIS and
VCT investors should note that it is intended that admission of the
Eligible New Common Stock to trading on AIM (expected to be on 28
February 2019 ("First Admission")) will occur on the business day
immediately before admission of the General New Common Stock to
trading on AIM (expected to be on 1 March 2019 ("Second
Admission")). EIS and VCT investors should also note that the
Company has the right, following consultation with Panmure Gordon,
to reduce the number of Eligible New Common Stock to be issued by
such amount as has an aggregate value at the Placing Price of no
more than GBP700,000 if the exchange rate for British Pounds to US
Dollars immediately prior to First Admission has an adverse impact
on the availability of EIS and VCT relief. A circular to
Stockholders convening the requisite Special Meeting is expected to
be posted shortly. The Vendor Placing is conditional on the
Placing.
Upon Admission, the New Common Stock will trade in the Company's
new restricted line of Common Stock under the symbol MXCS, 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 USU575801175. The Company also maintains an unrestricted line
of Common Stock trading under the existing symbol MXCT. The Sale
Stock will trade under the existing symbol MXCT and ISIN
US57777K1060.
Further details of the Placing and Vendor Placing are set out in
Appendix I to this announcement. The capitalised terms used in this
announcement have the meaning set out in the Appendix III to this
announcement.
All references to times and dates in this announcement are to
times and dates in London, United Kingdom, unless otherwise
stated.
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the proposed Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities.
MaxCyte +1 301 944 1660
Doug Doerfler, Chief Executive Officer
Ron Holtz, Chief Financial Officer
Nominated Adviser and Broker
Panmure Gordon (UK) Limited
Emma Earl (Corporate Finance)
Freddy Crossley
James Stearns (Corporate Broking) +44 (0) 20 7886 2500
Financial PR Adviser +44 (0)203 709 5700
Consilium Strategic Communications maxcyte@consilium-comms.com
Mary-Jane Elliott
About MaxCyte
MaxCyte is a global cell-based medicines and life sciences
company applying its proprietary cell engineering technology
platform to deliver the advances of cell-based medicine to patients
with high unmet medical needs in a broad range of conditions.
MaxCyte is developing novel CARMA therapies for its own pipeline.
CARMA is MaxCyte's mRNA-based proprietary therapeutic platform for
rapid autologous cell therapy for the treatment of solid cancers.
In addition, through its core business, MaxCyte leverages its Flow
Electroporation (R) Technology to enable its biopharmaceutical
industry partners to advance the development of innovative,
cutting-edge medicines, particularly in cell therapy, including the
use of gene editing tools in the treatment of inherited genetic
diseases and immuno-oncology approaches to treating cancer. MaxCyte
has placed its cutting-edge flow electroporation instruments
worldwide, with all of the top ten global biopharmaceutical
companies, has more than 70 partnered programme licences in cell
therapy including more than 35 licensed for clinical use. With its
robust delivery technology platform, MaxCyte helps its partners to
unlock the full potential of their products. For more information,
visit www.maxcyte.com.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING ITS APPICES) (TOGETHER, 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 SECURITIES ACT) ("US PERSONS") OR IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND/OR THE VOR PLACING. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS
DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A) AND (B),
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING 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 PLACING 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 PLACING COMMON STOCK MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US
PERSONS 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 PLACING COMMON
STOCK ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES 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 Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Japan, any province of Canada, Australia, the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Common Stock is being
made in any such jurisdiction.
The distribution of this Announcement and/or the Placing and/or
the Vendor Placing and/or offer of the Placing Common Stock in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Panmure Gordon or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Common Stock or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Common Stock in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Panmure Gordon to inform themselves about and to
observe any such restrictions.
The Placing Common Stock have not been approved or disapproved
by the US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the Vendor Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should", "expect", "envisage", "estimate", "intend",
"may", "plan", "potentially", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
A number of factors could cause actual results to differ
materially from the results and expectations discussed in the
forward looking statements, many of which are beyond the control of
the Company. In particular, the outcome of clinical trials
(including, but not limited to the Company's CARMA trial) may not
be favourable or potential milestone payments associated with the
Company's licenced programmes may not be received. In addition,
other factors which could cause actual results to differ materially
include risks associated with vulnerability to general economic and
business conditions, competition, regulatory changes, actions by
governmental authorities, the availability of capital markets,
reliance on key personnel, uninsured and underinsured losses and
other factors. Although any forward looking statements contained in
this announcement are based upon what the Directors believe to be
reasonable assumptions, the Company cannot assure investors that
actual results will be consistent with such forward looking
statements. Accordingly, readers are cautioned not to place undue
reliance on forward looking statements. Subject to any continuing
obligations under applicable law or any relevant AIM Rule
requirements, in providing this information the Company does not
undertake any obligation to publicly update or revise any of the
forward looking statements or to advise of any change in events,
conditions or circumstances on which any such statement is
based.
Appendix I
Proposed Placing and Notice of Special Meeting
Company information and background
Company overview
MaxCyte is a global cell-based medicines and life sciences
company applying its patented cell engineering technology to help
patients with high unmet medical needs in a broad range of
conditions. MaxCyte is developing novel CARMA(TM) therapies. CARMA
is MaxCyte's mRNA-based proprietary platform for autologous cell
therapy. MaxCyte is advancing the clinical development of CARMA via
a non-randomized, open label, dose-escalation Phase 1 clinical
trial currently at two clinical sites participating in the study
(the National Cancer Institute at the National Institutes of Health
("NIH") and Washington University at St. Louis).
In addition, through its core business, the Company leverages
its Flow Electroporation(TM)(R) Technology platform to enable its
biopharmaceutical industry partners to advance the development of
innovative, cutting-edge medicines, particularly in cell therapy,
including the use of gene editing tools in the treatment of
inherited genetic diseases and immuno-oncology/allogeneic
approaches to treating cancer. The Company has placed its
cutting-edge flow electroporation instruments worldwide, including
with ten of the top ten global biopharmaceutical companies, and has
more than 70 partnered program licenses in cell therapy including
more than 35 licensed for clinical use. With its robust delivery
technology, MaxCyte helps its partners to unlock the full potential
of their products.
Leading the Future of Cell-Based Medicines Through Investments
in MaxCyte's Discovery Platform & Infrastructure
The use of MaxCyte's technology across a broad variety of
next-generation therapies such as various immunotherapy and gene
editing approaches, demonstrates the significant potential
addressable market of the technology. The Company's technology is
licensed to partners to enable the development of new generation
cell therapies, providing the Company with significant recurring
annual license fees, which are complemented by an attractive
recurring revenue stream from the sale of its proprietary
single-use disposable processing assemblies (disposables). As
cell-based therapeutic products progress through clinical
development towards therapeutic product approval and
commercialisation, the Company has the opportunity to enter into
significantly higher value deals to provide commercial use rights
to the developer.
The Company entered into its first non-exclusive commercial
licence agreement in March 2017 with CRISPR Therapeutics and
Casebia Therapeutics to develop CRISPR/Cas9-based therapies for
haemoglobin-related and immunodeficiency diseases. In November
2018, the company entered into a second agreement with CRISPR
Therapeutics providing CRISPR with non-exclusive development and
commercial-use rights to develop immuno-oncology cell therapies.
The Company entered into a further commercial licence agreement in
Q4 2018 with Precision BioSciences ("Precision") to use MaxCyte's
Flow Electroporation technologies to deliver Precision's
proprietary ARCUS genome-editing technology for use in
next-generation gene edited allogeneic T-cell immunotherapies
designed to treat a broad range of cancers.
Pursuant to each of the commercial licence agreements, MaxCyte
will supply its technology as part of the enabling technology
license agreement for clinical and commercial use and will receive
milestone and sales-based payments in addition to other licensing
fees. The three commercial licences announced by the Company to
date have potential aggregate milestone payments in excess of
US$250 million. The Directors believe there is significant
potential for further licencing and commercial agreements with its
Cell Therapy customers.
In June 2017, the Company entered into a Cooperative Research
and Development Agreement ("CRADA") with the NIH's National
Institute of Allergy and Infectious Diseases to develop treatments
for X-linked chronic granulomatous disease ("CGD") using
next-generation gene correction leveraging CRISPR/Cas9 and
MaxCyte's Flow Electroporation(TM)(R) Platform. In addition, the
Company announced a second CRADA with NIH in June 2018. Under this
agreement, MaxCyte and the National Heart, Lung, and Blood
Institute ("NHLBI"), part of the NIH, will aim to develop
treatments for individuals with sickle cell disease ("SCD") using
next-generation CRISPR/Cas9-based single-nucleotide correction
enabled by MaxCyte's cell engineering platform. In the search for
alternative therapies for SCD, NHLBI will conduct pre-clinical
research evaluating the effectiveness and safety of CRISPR-Cas9
gene editing on models of SCD. MaxCyte will supply mRNA molecules
and focus on leveraging its Flow Electroporation Technology to
develop reliable and effective processes to produce clinically
meaningful correction of mutated gene sequences. These
collaborations between the Company and two institutes within the US
NIH to advance new treatments for CGD and SCD reflect the MaxCyte
platform's ability to provide unique enablement in the rapidly
expanding field of gene editing.
The Company continues to make key advances in developing CARMA,
its innovative, proprietary platform in immuno-oncology. CARMA
allows less complex and rapid manufacture of advanced CAR-based
cancer treatments that utilise a patient's own immune system and is
differentiated from traditional CAR therapy due to its use of mRNA
to engineer fresh (unmodified) patient immune cells. By utilising
transient expression via mRNA delivery, CARMA has the potential to
control over severe adverse side-effects seen in first-generation,
viral-based CAR therapies, opening the high potency of CAR
immunotherapies to a broader range of solid cancers than
traditional CAR approaches, and to deliver precise therapies for
patients significantly faster and without the cost, complexity and
significant investment of virus-based CAR therapies that involve
longer manufacturing time and require centralized manufacturing.
Utilising the combination of MaxCyte's proprietary Flow
Electroporation Technology, mRNA and fresh peripheral blood
mononuclear cells, the Directors believe that the CARMA programme
has the potential to impact diseases with high unmet medical need
while addressing some of the most significant issues with current
CAR-T therapies including challenging side effects as well as the
complex, expensive and time-consuming manufacturing processes found
in viral-based CAR therapies.
In October 2018, MaxCyte announced that the first patient had
been dosed in its Phase I dose-escalation clinical trial in the
United States with the Company's lead wholly-owned CAR therapeutic
candidate, MCY-M11. The study is designed to evaluate MCY-M11, a
mesothelin-targeting, first-in-class cell therapy for the treatment
of solid cancers, in individuals with relapsed/refractory ovarian
cancer and peritoneal mesothelioma. The results of this initial
study have the potential to provide evidence for the safety and
effectiveness of MCY-M11, the first CAR drug candidate developed
from the CARMA platform. The trial is also designed to establish
CARMA as a new autologous cell therapy platform for next generation
targeted cell-based immune therapies. There have been no adverse
events observed to date and completion of this Phase I trial is
expected in H1 2020. The initiation of the dosing of patients with
the first CARMA therapeutic also validates the Company's one day
clinical manufacturing process.
In addition to commencement of the first CARMA clinical trial,
additional significant accomplishments achieved by the Company in
2018 have included:
-- Entered into a second non-exclusive clinical and commercial
licence agreement with CRISPR Therapeutics to allow CRISPR
Therapeutics to use MaxCyte's Flow Electroporation Technology to
develop CRISPR/Cas9-based therapies in immuno-oncology;
-- Entered into a non-exclusive, clinical and commercial license
agreement with Precision BioSciences that will allow Precision to
use MaxCyte's Flow Electroporation Technology to robustly deliver
Precision's proprietary ARCUS genome-editing technology for use in
next-generation gene edited allogeneic T-cell immunotherapies
designed to treat a broad range of cancers;
-- Entered into a research agreement with Kite, a Gilead
Company. Under the terms of the agreement, Kite will use MaxCyte's
Flow Electroporation Technology platform to enable non-viral cell
engineering;
-- Expanded the Company's cell therapy agreements to cover more
than 70 cell therapy partnered programmes in cutting-edge fields
and including more than 35 licensed for clinical use.
-- Maintained ongoing collaborations with world leaders in the
CAR field in both solid cancers and haematological malignancies,
with nine academic clinical trials supported by MaxCyte's
technology;
-- Continued strong investment in sales and marketing
capabilities to grow the Company's customer base, which now
includes all of the top 10 (and 20 out of the top 25) global
pharmaceutical companies;
-- Presented at industry and scientific/medical conferences on
MaxCyte's next-generation autologous CAR therapies, highlighting
the Company's innvoative CARMA platform's ability to engineer
transient persistence to mitigate off-tumor toxicity and
significantly reduce the turnaround time of autologous cell therapy
to patients;
-- Entered into a CRADA with NIH's NHLBI to develop treatments
for individuals with sickle cell disease using next-generation
CRISPR/Cas9-based single-nucleotide correction enabled by MaxCyte's
cell engineering platform; and
-- Appointed new Claudio Dansky Ullmann, MD (in April 2018) as
Chief Medical Officer to oversee the clinical development of CARMA.
Dr. Dansky has over 25 years' of experience in clinical oncology
and pharmaceutical research including at Takeda Pharmaceuticals and
the National Cancer Institute at NIH.
Growth strategy
MaxCyte leverages its proprietary, high performance cell
engineering platform to create high value relationships across the
pharma and biotech industry. The consistency, scalability, ease of
use and broad applicability of its technology enables users to
solve significant technical and clinical challenges, accelerate
timelines and achieve reliable and consistent results. The Company
has successfully executed a growth strategy via direct marketing in
the US and Europe and via distributors in Asia and Europe, which is
characterized by long-term rapid growth in revenues, high margins
and broad adoption of its technology globally including by all of
the top 10 global pharmaceutical companies.
MaxCyte licenses its platform to developers of cell based
therapeutics for research, clinical and commercial use, generating
through those relationships more than 70 programmes licensed for
research, clinical and/or commercial development. The Directors
believe that i) cell therapy is a rapidly growing opportunity for
the Company with over 800 companies developing cell and gene based
therapies; ii) the Company will have significant revenue and value
opportunities in the future from its current and future cell
therapy customers; and iii) cell therapy customers provide growing
recurring revenues from instruments license fees and repeat
purchase of single-use consumables and, as their programs advance,
the opportunity for significant milestone and sales based payments.
The commercial licences announced to date by the Company have the
potential, subject to the customers' successful progress, to
deliver to MaxCyte milestone payments in excess of US$250 million
in aggregate.
MaxCyte sells its Flow Electroporation(R) instruments and
consumables for the drug discovery and development market in
applications that include cell based assays for drug screening,
rapid scalable protein production, bio-manufacturing and stable
cell line development. The sale of consumables provides the Company
with a recurring revenue stream which consistently accounts for a
significant and growing proportion of the Group's total revenue.
The Directors believe that instrument and related
processing/consumable sales represent a significant growing revenue
stream for MaxCyte.
MaxCyte's growth strategy has also focused on developing data to
validate its CARMA platform in solid tumours and haematological
malignancies and plans to generate human proof-of-concept data
which will enable a significant number of high-value licensing
deals for CARMA, its proprietary mRNA CAR therapeutic platform. The
Company is developing CARMA through a pipeline of next-generation
CAR therapies including via its strategic research collaborations
with the NCI at the NIH and with the Washington University in St.
Louis for its first product, MCY-M11. Recent commercial partnering
deals which the Directors believe are reflective of those possible
for CARMA include:
-- Amgen and Kite: Ph I/II-ready oncology license, $525m
milestones per product with $60m upfront payment;
-- Pfizer and Cellectis: research oncology allogeneic license,
10% equity, milestones of $185m per target and $80m upfront
payment; and
-- Baxalta and Precision Biosciences: research haematological
oncology allogeneic license, deal total of $1.6bn with $105m
upfront payment.
MaxCyte is an established business with consistent growth and
high gross margins underpinned by recurring revenues from
instrumentation licenses and consumable sales and with significant
upside from potential commercial licences that incorporate
milestone and sales based payments as well as high value licence
opportunities derived from the Company's CARMA platform.
Recent Financial Results
The Company announced an update on trading and corporate
progress for the year ended 31 December 2018 on 15 January 2019 and
its unaudited financial results for the six months ended 30 June
2018 on 24 September 2018.
Unaudited financial highlights for 2018 include:
-- 2018 FY Revenues expected to increase approximately 19% YoY
to approximately $16.7m (2017: $14.0m);
-- Revenue accelerated in the second half of 2018 increasing
approximately 25% over the second half of 2017 (approximately $9.7m
compared to $7.8m);
-- EBITDA for the period expected to be an improvement on market expectations; and
-- Cash and cash equivalents, including short-term investments,
at the year-end were approximately $14.5m
Unaudited financial highlights for the six months ended 30 June
2018 include:
-- Gross margins remained consistent at 89% for the six months
ended 30 June 2018, compared to 90% for the same period of
2017;
-- Investment in CARMA(TM) was $2.6 million as the Company
completed submissions for its first IND application to the FDA;
-- Operating expenses (including CARMA investment) increased to
$10.7 million for the six months ended 30 June 2018 (first half
2017: $9.5 million);
-- EBITDA before CARMA investment was a loss of $1.4 million for
the six months ended 30 June 2018 (first half 2017: $1.7 million
loss), after adjusting for non-cash stock-based compensation of
$0.4 million (first half 2017: $0.1 million); and
-- Net loss before the CARMA investment was $2.2 million for the
six months ended 30 June 2018 (first half 2017: $2.2 million loss).
Net loss including the CARMA investment was $4.8 million over the
period (first half 2017: $4.3 million loss).
Use of proceeds and reasons for the Placing
The Directors intend to use the net proceeds of the Placing
receivable by the Company from the issue of the New Common Stock,
to accelerate the Company's growth strategy across the business and
to capitalise on the significant commercial opportunities
available, including:
I. Expansion of the cell therapy pipeline and acceleration of
high-value clinical and commercial deals in a diverse range of
fields, including immuno-oncology, gene editing and regenerative
medicine;
II. Investments in the expansion of the core customer base and
instrument business, including new product development and
applications in large-scale biopharmaceutical transient protein
manufacturing; and
III. Advancement of the CARMA pipeline for the treatment of
solid tumors including an intravenous administration programme;
The Company remains focused on advancing the potentially high
value CARMA programme where the Board believes there is a
significant opportunity for MaxCyte. MaxCyte is expanding its
next-generation CAR therapy programme for potential use in
additional solid and hematological cancer indications, in
particular including an intravenous administration CARMA programme
which is currently in pre-clinical development. As summarised
above, the net proceeds of the Placing will be used to, amongst
other things, advance the intravenous administration CARMA
programme with the intention of filing an IND for the study and
commencing a Phase I trial in 2019 targeting a range of additional
solid tumours including potentially, non-small cell lung cancer and
bile duct cancer. Completion of the Phase I CARMA programme for
ovarian cancer and peritoneal mesothelioma using intraperitoneal
injection which is currently underway, is expected in H1 2020.
MaxCyte is also continuing to expand its operations across the
fast-growing bioprocessing and cell therapy markets and MaxCyte's
Board anticipates continued strong growth for the current 2019
financial year in particular driving top-line growth through
further investment in sales and marketing. The Company will
continue to invest in product development to be at the forefront of
the cell therapy revolution and to enable its parties to
commercialise novel cell based medicines.
EIS VCT
The Company received advance assurance on 21 November 2018 from
HM Revenue & Customs ("HMRC) stating that it believes HMRC
would be able to authorise the Company to issue compliance
certificates under Section 204(1) Income Tax Act 2007 based on the
information provided by the Company to HMRC. HMRC also confirmed
that as a result of the consultation document on advance assurance
HMRC's policy has changed and as of 2 January 2018, HMRC can no
longer consider VCT advance assurance applications where the
details of the potential qualifying holding are not given. The
assurance does not guarantee the availability of any form of relief
under the Enterprise Investment Scheme to any particular subscriber
and there can be no certainty that the EIS Advance Assurance will
be reconfirmed.
Investors considering taking advantage of EIS relief or making a
qualifying VCT investment are recommended to seek their own
professional advice in order that they may fully understand how the
relief legislation may apply in their individual circumstances. Any
Shareholder who is in any doubt as to his taxation position under
the EIS and VCT legislation, or who is subject to tax in a
jurisdiction other than the UK, should consult an appropriate
professional adviser.
The Company intends to manage its working capital and balance
sheet in order to optimise amounts available under the Placing for
EIS/VCT investors.
The Placing
In order to broaden the Company's institutional Stockholder base
and to minimise the time and transaction costs of the Placing, the
New Common Stock are being placed by Panmure Gordon with only a
limited number of existing and new institutional Stockholders. The
New Common Stock are not being made available to the public.
Certain of the New Common Stock (the "Eligible New Common
Stock") will be offered to VCTs and to those investors seeking to
claim EIS relief in relation to their investment. The remaining New
Common Stock and the Option Stock issued pursuant to the Option
Issue (the "General New Common Stock") will be offered to those
investors who are neither seeking EIS relief nor are VCTs.
EIS and VCT investors should note that it is intended that First
Admission of the Eligible New Common Stock is expected to be on 28
February 2019, being the business day immediately before Second
Admission of the General New Common Stock (expected to be on 1
March 2019). EIS and VCT investors should also note that the
Company has the right, following consultation with Panmure Gordon,
to reduce the number of Eligible New Common Stock to be issued to
EIS and VCT investors by such amount as has an aggregate value at
the Placing Price of no more than GBP700,000 if the exchange rate
for British Pounds to US Dollars immediately prior to First
Admission has an adverse impact on the availability of EIS and VCT
relief.
The placing of the Eligible New Common Stock is conditional,
amongst other things, on the Placing Agreement not having been
terminated in accordance with its terms prior to First Admission.
The placing of the General New Common Stock is conditional, amongst
other things, on the Placing Agreement not having been terminated
in accordance with its terms prior to Second Admission.
The Placing Agreement
On 5 February 2019, the Company and Panmure Gordon entered into
the Placing Agreement, pursuant to which the Company appointed
Panmure Gordon as the Company's agent to use its reasonable
endeavours to procure Placees. The Placing is not being
underwritten by Panmure Gordon. The Company has agreed to pay
Panmure Gordon certain commissions and fees together with
reimbursement of certain costs and expenses in connection with its
appointment.
The Placing is conditional, amongst other things, on:
(a) the warranties contained in the Placing Agreement being
true, accurate and not misleading in any material respect as at the
date of the Placing Agreement and at all times up to and including
Admission (as further detailed below) by reference to the facts and
circumstances existing from time to time;
(b) the passing of the Resolutions (without amendment) at the
Special Meeting on 26 February 2019 (or such later time and/or date
as Panmure Gordon may in writing agree);
(c) the Company having complied with all of its obligations
under the Placing Agreement (to the extent such obligations fall to
be performed prior to Admission); and
(d) First Admission taking place by 8.00 a.m. on 28 February
2019 (or such other later date as may be agreed between the
parties) and Second Admission taking place by 8.00 a.m. on 1 March
2019 (or such other later date as may be agreed between the
parties).
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of information given
in the Circular and this Announcement in respect of the Placing as
well as other matters relating to the Company and its business. The
Placing Agreement is terminable by Panmure Gordon in certain
circumstances prior to First Admission (in respect of the Eligible
New Common Stock and the General New Common Stock) or Second
Admission (in respect of the General New Common Stock) becoming
effective including for force majeure or in the event of a material
adverse change to the business of the Company. If this right is
exercised or if the conditionality in the Placing Agreement is not
satisfied, the Placing will not proceed (but not in respect of the
Eligible New Common Stock if First Admission has occurred at that
time).
The Company has also agreed to indemnify Panmure Gordon against
all losses, costs, charges and expenses which it may suffer or
incur as a result of, occasioned by or attributable to the carrying
out of its duties under the Placing Agreement in respect of the New
Common Stock.
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.
The Vendor Placing
Certain unconnected, non-PDMR Stockholders of the Company have
indicated a desire to sell down Sale Stock at the Placing Price by
way of a placing by Panmure Gordon, as agent of the Selling
Stockholders, concurrent with, and on the same terms as, the
Placing. For the purposes of this Vendor Placing, the Sale Stock
has been registered to and are beneficially held by Stifel Nicolaus
Company Inc. ("Stifel") on behalf of the Selling Stockholders.
The Sale Stock are not being made available to the public and
will be sold only in "offshore transactions" to non-US Persons, as
defined in and pursuant to Regulation S. The Vendor Placing is
conditional, amongst other things, on the Placing Agreement having
become unconditional in all respects (save as to the passing of the
Resolutions set out in this Document) and not having been
terminated in accordance with its terms.
The Vendor Placing Agreement
On 5 February 2019, the Company, Panmure Gordon and Stifel
entered into the Vendor Placing Agreement, pursuant to which Stifel
appointed Panmure Gordon as its agent to use its reasonable
endeavours to procure Placees for the shares of Sale Stock. The
Vendor Placing is not being underwritten by Panmure Gordon. Stifel
has agreed to pay Panmure Gordon certain commissions and fees
together with reimbursement of certain costs and expenses in
connection with its appointment.
The Vendor Placing is conditional, amongst other things, on the
Placing Agreement. The Vendor Placing Agreement contains certain
customary warranties given by Stifel concerning Stifel's title and
capacity to the shares of Sale Stock. The Placing Agreement is
terminable by Panmure Gordon in certain circumstances prior to
Second Admission becoming effective including for force majeure or
in the event of a material adverse change to the business of the
Company. If this right is exercised or if the conditionality in the
Vendor Placing Agreement is not satisfied, the Vendor Placing will
not proceed. The Placing is not conditional upon the Vendor Placing
proceeding.
Option Issue
The Company intends to issue up to approximately 50,417 shares
of Option Stock at the Placing Price, in connection with the
cashless exercise of options by certain unconnected stockholders
and non-PDMR option holders. Through the Placing Agreement, Panmure
Gordon has been appointed by the Company to use its reasonable
endeavours to procure Placees for the Option Stock concurrent with
and on the same terms as the Placing, for which it will be paid
certain commissions and fees together with reimbursement of certain
costs and expenses in connection with its appointment. The Option
Issue is not being underwritten by Panmure Gordon. The net proceeds
from the placing of the Option Stock will be paid to the option
holders. Option Stock are being placed by Panmure Gordon with only
a limited number of existing and new institutional Stockholders and
are not being made available to the public.
The Option Issue is conditional, amongst other things, on the
Placing Agreement not being terminated and all conditions to the
Placing Agreement being met, as set out above in "The Placing
Agreement". The Company has also agreed to indemnify Panmure Gordon
against all losses, costs, charges and expenses which it may suffer
or incur as a result of, occasioned by or attributable to the
carrying out of its duties under the Placing Agreement in respect
of the Option Stock. The Placing is not conditional upon the Option
Issue proceeding.
The Option Stock will be allotted and credited as fully paid and
will be identical in all respects with the Existing Common Stock
although the Option Stock will be subject to the conditions listed
under section 903(b)(3), or Category 3, of Regulation S (see Part
II - Important Information on the Placing for more
information).
Assuming the Company issues the maximum number of shares of
Option Stock, such shares represent approximately 0.1 per cent. of
the Company's Existing Common Stock.
Bookbuild
The Placing, Vendor Placing and the Option Issue will be
conducted by way of the Bookbuild which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix II. The Placing Common
Stock are not being made available to the public. It is envisaged
that the Bookbuild will be closed no later than 6.30 p.m. today, 5
February 2019. Details of the number of New Common Stock, Sale
Stock and Option Stock and the approximate gross proceeds of the
Placing will be announced as soon as practicable after the closing
of the Bookbuild. None of the Placing, Vendor Placing or the Option
Issue are being underwritten by Panmure Gordon.
Admission
Application will be made to the London Stock Exchange for the
New Common Stock and Option Stock to be admitted to trading on AIM.
It is expected that, subject to the passing of the Resolutions at
the Special Meeting, First Admission in respect of the Eligible New
Common Stock will occur and dealings will commence in such shares
of new Common Stock on 28 February 2019 at 8.00 a.m. (or such later
date as Panmure Gordon and the Company may agree, being not later
than 8.00 a.m. on 29 March 2019) and that Second Admission in
respect of the General New Common Stock will occur and dealings
will commence in such shares of new Common Stock on 1 March 2019 at
8.00 a.m. (or such later date as Panmure Gordon and the Company may
agree, being not later than 8.00 a.m. on 29 March 2019).
As noted below in "Dealing and Settlement", upon Admission, the
New Common Stock and the Option Stock will trade in the Company's
new restricted line of Common Stock under the symbol MXCS, and the
New Common Stock and the Option 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 USU575801175.
US Securities Law Restrictions
The shares of Placing Common Stock have not been, and will not
be, registered under the Securities Act or under any securities
laws of any state or other jurisdiction of the United States. The
Placing Common Stock will be offered or sold only to non-US Persons
in "offshore transactions" as defined in and pursuant to Regulation
S or otherwise in transactions that are exempt from, or not subject
to, the registration requirements of the Securities Act.
The New Common Stock offered to non-US Persons in the Placing
and the Option Stock will be subject to the conditions listed under
Section 903(b)(3), or Category 3, of Regulation S. Under Category
3, Offering Restrictions (as defined under Regulation S) must be in
place in connection with the Placing and additional restrictions
are imposed on resales of the New Common Stock and the Option
Stock. The New Common Stock and the Option Stock will be
"restricted securities" as defined in Rule 144. Purchasers of the
New Common Stock and the Option Stock may not offer, sell, pledge
or otherwise transfer New Common Stock or Option Stock, directly or
indirectly, in or into the United States or to, or for the account
or benefit of, any US Person, except pursuant to a transaction
meeting the requirements of Rules 901 to 905 (including the
Preliminary Notes) of Regulation S, pursuant to an effective
registration statement under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act.
All New Common Stock and Option Stock sold to non-US persons in
"offshore transactions" will be subject to these restrictions until
the expiration of the Distribution Compliance Period. Hedging
transactions in the New Common Stock and the Option Stock may not
be conducted, directly or indirectly, unless in compliance with the
Securities Act.
Purchasers of the Sale Stock may not offer, sell, pledge or
otherwise transfer Sale Stock, directly or indirectly, in or into
the United States or to, or for the account or benefit of, any US
Person, except pursuant to a transaction meeting the requirements
of Rules 901 to 905 (including the Preliminary Notes) of Regulation
S, pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act.
Dealing and Settlement
The New Common Stock and the Option Stock will be allotted and
issued fully paid and will, on issue, be identical in all respects
to the Company's Existing Common Stock, free from all liens,
charges and encumbrances of any kind. Application will be made to
the London Stock Exchange for the New Common Stock and the Option
Stock to be admitted to trading on AIM, which is expected to occur
on or around 28 February 2019 in respect of the Eligible New Common
Stock and 1 March 2019 in respect of the General New Common
Stock.
Upon Admission, the New Common Stock and the Option Stock will
trade in the Company's new restricted line of Common Stock under
the symbol MXCS, and the New Common Stock and the Option 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 USU575801175. The
Company also maintains an unrestricted line of Common Stock trading
under the existing symbol MXCT. The Sale Stock will trade under the
existing symbol MXCT and ISIN US57777K1060.
The New Common Stock and the Option Stock held in CREST and the
Common Stock of any affiliates held in certificated form will bear
a legend (electronically in the case of the former) stating, inter
alia, that the New Common Stock, the Option Stock and such Common
Stock may not be offered or sold or otherwise transferred in the
absence of registration under the Securities Act, unless the
transaction is exempt from, or not subject, to the registration
requirements of the Securities Act and that resales or reoffers of
the New Common Stock, the Option Stock or such Common Stock made
offshore in reliance on Regulation S may not be offered or sold to,
or for the account or benefit of, US Persons during the
Distribution Compliance Period.
Upon expiration of the Distribution Compliance Period, the
Company intends to transfer the New Common Stock and the Option
Stock held by non-affiliates (including those holders who are
affiliates only by virtue of their position as an officer or
director of the Company) to the unrestricted line of Common Stock
(MXCT).
Action to be taken in respect of the Special Meeting
Stockholders who hold physical certificates can vote in respect
of their shareholding by attending the Special Meeting or by
appointing one or more proxies to attend the meeting and vote on
your behalf.
Stockholders who hold Depository Interests can vote in respect
of their shareholding online through the CREST Proxy Voting Service
in accordance with the procedures set out in the CREST manual. In
addition, Stockholders who hold Depository Interests can direct the
Depository, Capita IRG Trustees Limited, to vote, or abstain from
voting, as per their instructions given to the Depository on the
Form of Direction.
Stockholders who hold physical certificates will find enclosed
with the Circular a Form of Proxy for use in connection with the
Special Meeting by Stockholders. To be valid, the Form of Proxy
must be signed and returned in accordance with the instructions
printed thereon as soon as possible to the Company's at its
registrars, Capita Asset Services at: PXS, 34 Beckenham Road,
Beckenham BR3 4TU, UK. as soon as possible and, in any event, not
later than 4.00 p.m. on 24 February 2019, or in the event of an
adjournment 48 hours (excluding non-business days) before the
adjournment of the Special Meeting. Completion and posting of the
Form of Proxy will not prevent a Stockholder from attending and
voting in person at the Special Meeting.
Stockholders holding either a physical certificate or a
Depository Interest may also cast their proxy vote at
www.capitashareportal.com by following the instructions found
there, or send their voting instructions via facsimile by sending
their duly completed and signed Form of Proxy or Form of Direction
to Ron Holtz, U.S. facsimile number 1- 301-944-1703, to be received
no later than 5 p.m. EDT on 24 February 2019.
Recommendation
The Directors believe that the Placing will promote the success
of the Company for the benefit of its Stockholders as a whole.
Accordingly, they unanimously recommend that you vote in favour of
the Resolutions to be proposed at the Special Meeting, as they
intend to do in respect of their own beneficial shareholdings,
amounting to (in aggregate) 1,487,486 Common Stock, representing
approximately 2.9 per cent. of the Existing Common Stock at the
date of this Announcement.
Appendix II
Terms & Conditions Of The Placing and Vendor Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING AND
VOR PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND VOR PLACING. THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (IN EACH
CASE BEING NON-US PERSONS (AS DEFINED BELOW) AND ALL SUCH PERSONS
REFERRED TO IN (A) AND (B), TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE PLACING COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMED, (THE "SECURITIES ACT"), OR UNDER ANY OTHER SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OF AMERICA (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT (THE "UNITED
STATES")) OR 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 PLACING COMMON STOCK MAY NOT, DIRECTLY OR
INDIRECTLY, BE OFFERED OR SOLD WITHIN THE UNITED STATES, JAPAN, ANY
PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR
OFFERED OR SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S OF THE SECURITIES ACT ("US PERSON")) OR
A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA,
AUSTRALIA OR REPUBLIC OF SOUTH AFRICA. THE PLACING COMMON STOCK ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES 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 CATEGORY 3 OF REGULATION
S UNDER THE SECURITIES ACT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR, OR
PURCHASE OF, THE PLACING COMMON STOCK. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY
BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO
WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT,
AND OBSERVE, SUCH RESTRICTIONS.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
Placees will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges to the Company and Panmure
Gordon that:
a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Common
Stock that are allocated to it for the purposes of its
business;
b) it is acquiring the Placing Common Stock for its own account
or for an account with respect to which it exercises sole
investment discretion, and has the authority to make and does make
the representations, warranties, indemnities, acknowledgments and
undertakings contained in this Appendix, and that it (and any such
account) is outside the United States, is not a US Person and is
acquiring the Placing Common Stock in an "offshore transaction" in
accordance with Regulation S under the Securities Act;
c) the New Common Stock and the Option Stock will be subject to
the conditions listed under Section 903(b)(3), or Category 3, of
Regulation S. The New Common Stock and the Option Stock are
"restricted securities" as defined in Rule 144 under the Securities
Act;
d) once the New Common Stock and the Option Stock are admitted
to trading on AIM, the New Common Stock and the Option Stock will
trade in the Company's restricted line of Common Stock under the
symbol MXCS, and the New Common Stock and the Option Stock
(represented by the Depository Interests) subscribed for and held
by non-Affiliates (as defined in Rule 405 of the Securities Act) of
the Company will be held in the CREST system and will be segregated
into a separate trading system within CREST identified with the
marker "REG S";
e) the Sale Stock (represented by the Depositary Interests)
purchased and held by non-Affiliates (as defined in Rule 405 of the
Securities Act) of the Company will be held in the CREST system and
will trade under the Company's unrestricted line of Common Stock
trading under the existing symbol MXCT; and
f) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Common
Stock acquired by it will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in circumstances which may give rise to
an offer of securities to the public other than an offer or resale
in a member state of the European Economic Area which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of Panmure Gordon has been
given to each such proposed offer or resale.
The Placing Common Stock have not been approved or disapproved
by the US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing, the Vendor Placing, or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
The New Common Stock and the Option Stock will be subject to the
conditions listed under Section 903(b)(3), or Category 3, of
Regulation S and are "restricted securities" as defined in Rule 144
under the Securities Act. Purchasers of the Sale Stock may not
offer, sell, pledge or otherwise transfer Sale Stock, directly or
indirectly, in or into the United States or to, or for the account
or benefit of, any US Person, except pursuant to a transaction
meeting the requirements of Rules 901 to 905 (including the
Preliminary Notes) of Regulation S, pursuant to an effective
registration statement under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act.
Further details are included in "Registration and Settlement" and
"Rule 144 Restrictions" below.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing, Vendor Placing and the Option Issue
Panmure Gordon has entered into the Placing Agreement and Vendor
Placing Agreement under which, subject to the conditions set out in
that agreement, Panmure Gordon has agreed to use its reasonable
endeavours to procure subscribers or purchasers for the Placing
Common Stock at the Placing Price with certain institutional and
other investors, as further described in this Announcement and as
set out in the Placing Agreement and Vendor Placing Agreement. It
is anticipated that certain New Common Stock will be issued to
inter alia (i) investors entitled to benefit under the rules of the
Enterprise Investment Scheme ("EIS") ("EIS Common Stock") and (ii)
venture capital trusts ("VCTs") which will subscribe for such New
Common Stock using VCT funds ("VCT Common Stock"). No element of
the Placing, Vendor Placing or the Option Issue is
underwritten.
The Vendor Placing is conditional upon the Placing Agreement and
Vendor Placing Agreement becoming unconditional in all respects.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects and, accordingly, is not conditional
on the Vendor Placing or the Option Issue.
The New Common Stock and Option Stock will, when issued, and the
Sale Stock, when sold, will be subject to the Constitutional
Documents, be credited as fully paid and rank pari passu in all
respects with the Existing Common Stock, including the right to
receive dividends and other distributions declared or made in
respect of Common Stock following Admission.
Application for Admission
Application will be made to the London Stock Exchange for the
New Common Stock and Option Stock to be admitted to trading on AIM.
It is expected that, subject to the passing of the Resolutions at
the Special Meeting, First Admission in respect of the Eligible New
Common Stock will occur and dealings will commence in such shares
of new Common Stock on 28 February 2019 at 8.00 a.m. (or such later
date as Panmure Gordon and the Company may agree, being not later
than 8.00 a.m. on 29 March 2019) and that Second Admission in
respect of the General New Common Stock will occur and dealings
will commence in such shares of new Common Stock on 1 March 2019 at
8.00 a.m. (or such later date as Panmure Gordon and the Company may
agree, being not later than 8.00 a.m. on 29 March 2019).
Once the New Common Stock and Option Stock are admitted to
trading on AIM, the New Common Stock and Option Stock will trade in
the Company's restricted line of Common Stock under the symbol
MXCS, and the New Common Stock (represented by the Depository
Interests) subscribed for and held by non-Affiliates (as defined in
Rule 405 of the Securities Act) of the Company will be held in the
CREST system and will be segregated into a separate trading system
within CREST identified with the marker "REG S".
Participation in, and principal terms of, the Placing and Vendor
Placing
1. Panmure Gordon is acting as broker and agent of the Company
in respect of the New Common Stock and the Option Stock and as
agent of Stifel in respect of the Sale Stock.
2. Participation in the Placing, Vendor Placing and Option Issue
will only be available to persons who may lawfully be, and are,
invited to participate by Panmure Gordon.
3. The Placing Price and the number of New Common Stock
(including the allocation to EIS Common Stock and VCT Common Stock)
and the Option Stock to be issued and Sale Stock to be sold will be
agreed between Panmure Gordon and the Company following completion
of the Bookbuild.
4. If the exchange rate for British Pounds to US Dollars
immediately prior to First Admission has an adverse impact on the
availability of EIS and VCT relief, the Company has the right,
following consultation with Panmure Gordon, to reduce the number of
Eligible New Common Stock to be issued to EIS and VCT investors by
such amount as has an aggregate value at the Placing Price of no
more than GBP700,000.
5. Each prospective Placee's Placing Participation will be
determined by Panmure Gordon in its absolute discretion following
consultation with the Company and confirmed orally and/or via
written correspondence by Panmure Gordon as agent of the Company.
That oral and/or written confirmation will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) to subscribe for the number of New
Common Stock or Option Stock or purchase the number of Sale Stock
allocated to it at the Placing Price on the terms and conditions
set out in this Announcement and in accordance with the
Constitutional Documents.
6. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to Panmure Gordon as agent of the Company,
to pay in cleared funds immediately on the settlement date in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of Placing Common Stock that such Placee has agreed to
acquire in connection with the Placing, conditional upon Admission
becoming effective.
7. Irrespective of the time at which a Placee's Placing
Participation is confirmed, settlement for all Placing Common Stock
to be acquired pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration
and Settlement".
8. Each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating in the Placing
and/or Vendor Placing and/or the Option Issue upon the terms and
conditions contained in this Announcement, and to be providing the
representations, warranties, agreements, indemnities,
acknowledgements and undertakings, in each case as contained in
this Announcement.
9. Completion of the Placing, Vendor Placing and the Option
Issue will be subject to the fulfilment of the conditions referred
to below under "Conditions of the Placing" and to the Placing,
Vendor Placing and the Option Issue not being terminated on the
basis referred to below under "Termination of the Placing
Agreement". In the event that the Placing Agreement does not become
unconditional in all respects or is terminated, the Placing, Vendor
Placing and the Option Issue will not proceed and all funds
delivered by you to us in respect of your Placing Participation
will be returned to you at your risk without interest.
10. By participating in the Placing and/or Vendor Placing and/or
Option Issue, each Placee will agree that its rights and
obligations in respect of the Placing, Vendor Placing and Option
Issue will terminate only in the circumstances described below and
will not be capable of rescission or termination by the Placee.
11. To the fullest extent permissible by law, neither (i)
Panmure Gordon, nor (ii) any of its directors, officers, employees
or consultants, nor (iii) to the extent not contained in (i) or
(ii), any person connected with Panmure Gordon as defined in the
FCA Rules ((i), (ii) and (iii) being together "Panmure affiliates"
and individually a "Panmure affiliate"), shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, Panmure Gordon nor any of the
Panmure affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Panmure Gordon's conduct of the Bookbuild or of such alternative
method of effecting the Placing as Panmure Gordon and the Company
may agree.
Conditions of the Placing
The obligations of Panmure Gordon under the Placing Agreement
are conditional on, amongst other things:
(a) the warranties contained in the Placing Agreement being
true, accurate and not misleading in any material respect as at the
date of the Placing Agreement and at all times up to and including
Admission by reference to the facts and circumstances existing from
time to time;
(b) the passing of the Resolutions (without amendment, unless
such amendment is approved by Panmure Gordon in writing) at the
Special Meeting on 26 February 2019 (or such later time and/or date
as Panmure Gordon may in writing agree);
(c) the Company having complied with all of its obligations
under the Placing Agreement (to the extent such obligations fall to
be performed prior to Admission); and
(d) First Admission taking place by 8.00 a.m. on 28 February
2019 (or such other later date as may be agreed between the
parties) and Second Admission taking place by 8.00 a.m. on 1 March
2019 (or such other later date as may be agreed between the
parties).
The obligations of Panmure Gordon under the Vendor Placing
Agreement are conditional on, amongst other things, the Placing
Agreement having become unconditional in all respects (save as to
the passing of the Resolutions) and not having been terminated in
accordance with its terms.
If any of the conditions contained in the Placing Agreement are
not fulfilled (or waived) by the respective time or date where
specified or the Placing Agreement is terminated, the Placing,
Vendor Placing and the Option Issue will not proceed and the
Placee's rights and obligations hereunder in relation to the
Placing Common Stock shall cease and terminate at such time and
each Placee agrees that no claim can be made by the Placee in
respect thereof.
The allotment and issue of the EIS Common Stock and the VCT
Common Stock is not conditional upon Admission.
Panmure Gordon and the Company may agree in writing to extend
the time and/or date by which all or any part of any of the
conditions contained in the Placing Agreement and Vendor Placing
Agreement are required to be fulfilled to no later than the Long
Stop Date.
Panmure Gordon may, at its discretion, waive compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
and waive compliance by Stifel with the whole or any part of
Stifel's obligations in relation to the conditions in the Vendor
Placing Agreement, in each case to the extent permitted by law or
regulations. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither Panmure Gordon, nor the Company nor any other person
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any
condition to the Placing, Vendor Placing or the Option Issue nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing, Vendor Placing or the
Option Issue generally, and by participating in the Placing and/or
Vendor Placing and/or the Option Issue each Placee agrees that any
such decision is within the absolute discretion of Panmure
Gordon.
Termination of the Placing Agreement
Panmure Gordon is entitled to terminate the Placing Agreement by
giving notice to the Company at any time prior to Admission if
Panmure Gordon is of the opinion (in its absolute discretion)
that:
a) any statement contained in this Announcement or any other
document or announcement that is issued in relation to the Placing
has become or been discovered to be untrue, incorrect or misleading
in any material respect; or
b) any of the warranties contained in the Placing Agreement is
untrue, inaccurate or misleading when made and/or that any of the
warranties has ceased to be true or accurate or has become
misleading in each case in any material respect by reference to the
facts and circumstances from time to time subsisting or a matter
has arisen which gives rise to a claim under the indemnities in the
Placing Agreement in any material respect; or
c) the Company has failed or will be unable to comply with any
of its obligations under the Placing Agreement or otherwise
relating to the Placing in any material respect in the context of
the Company, the Placing Agreement or the Placing; or
d) any of the conditions to the Placing shall have become
incapable of fulfilment before the Long Stop Date and has not been
waived; or
e) there has occurred any Material Adverse Change in the
financial position or prospects of the Company; or
f) there has occurred any Force Majeure Event.
Panmure has similar termination rights in the Vendor Placing
Agreement.
Upon such termination, the parties to the Placing Agreement and
Vendor Placing Agreement shall be released and discharged (except
for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to
the Placing Agreement and Vendor Placing Agreement (as applicable)
subject to certain exceptions.
By participating in the Placing and/or Vendor Placing and/or
Option Issue, Placees agree that the exercise by Panmure Gordon of
any right of termination or other discretion under the Placing
Agreement and/or Vendor Placing Agreement (as applicable) shall be
within the absolute discretion of Panmure Gordon and that it need
not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and/or Vendor
Placing and/or Option Issue and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement released by the Company today.
Each Placee, by accepting a participation in the Placing and/or
Vendor Placing and/or Option Issue, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or Panmure Gordon or any other person
(including but not limited to any draft announcement given by the
Company in connection with this Placing) and neither Panmure Gordon
nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing and/or Vendor
Placing and/or Option Issue based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and/or Vendor Placing and/or Option Issue. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Common Stock following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Common Stock (or a portion thereof)
to Placees in certificated form if, in Panmure Gordon's opinion,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction. Placing Common Stock
acquired or held by Affiliates of the Company shall be held in
certificated form and accordingly settlement shall not be permitted
via CREST until such time as the relevant restrictions are no
longer applicable. Affiliates of the Company at the time of the
Placing, or investors that become Affiliates at any time after the
Placing, should seek independent US legal counsel prior to selling
or transferring any Common Stock.
Each Placee allocated Placing Common Stock in the Placing will
be sent a letter enclosing a Form of Confirmation (the
"Confirmation Letter") (if affirmation is not sent electronically)
stating the number of Placing Common Stock to be allocated to it at
the Placing Price and settlement instructions. Settlement should be
through Panmure Gordon against CREST ID: 83801
For the avoidance of doubt, it is expected that Placing, Vendor
Placing and Option Issue allocations will be booked with a trade
date of 21 February 2019 and settlement dates of 28 Feburary 2019
and 1 March 2019, the dates of Admission.
The Company will deliver the New Common Stock and Option Stock
to the CREST accounts operated by Panmure Gordon as agent for the
Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. Stifel will deliver the Sale
Stock to the CREST accounts operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Common Stock to that Placee against
payment.
It is expected that settlement will take place on 28 February
2019 in respect of the Eligible New Common Stock and 1 March 2019
in respect of the General New Common Stock and Sale Stock, on a
delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Common Stock allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's, or Stifel's (if
applicable), account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Common
Stock on such Placee's behalf.
If Placing Common Stock are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Common Stock are registered
in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Common Stock should, subject
as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. Placees will not be entitled
to receive any fee or commission in connection with the Placing
and/or Vendor Placing.
Notwithstanding the above, the right is reserved to deliver all
of the New Common Stock and Option Stock to which the Placee is
entitled in certificated form should Panmure Gordon consider this
necessary or desirable.
CREST: Regulation S Category 3 Settlement Service
The Placing Common Stock has not been, and will not be,
registered under the Securities Act or under any securities laws of
any state or other jurisdiction of the United States. The New
Common Stock and Option Stock are being offered only outside the
United States in "offshore transactions" to non-US Persons as
defined in and pursuant to Regulation S. The New Common Stock and
Option Stock will be subject to the conditions listed under Section
903(b)(3), or Category 3, of Regulation S. The New Common Stock and
Option Stock are "restricted securities" as defined in Rule 144
under the Securities Act. Purchasers of the New Common Stock or
Option Stock may not offer, sell, pledge or otherwise transfer New
Common Stock or Option Stock, directly or indirectly, in or into
the United States or to, or for the account or benefit of, any US
Person, except pursuant to a transaction meeting the requirements
of Rules 901 to 905 (including the Preliminary Notes) of Regulation
S, pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act.
Each subscriber for New Common Stock and the Option Stock, by
subscribing for such New Common Stock or the Option Stock, agrees
to reoffer or resell the Common Stock or Option Stock only pursuant
to registration under the Securities Act or in accordance with the
provisions of Regulation S or pursuant to another available
exemption from registration, and agrees not to engage in hedging
transactions with regard to such securities unless in compliance
with the Securities Act. The above restrictions severely restrict
purchasers of New Common Stock and the Option Stock from reselling
the New Common Stock and the Option Stock in the United States or
to a US Person. These restrictions may remain in place or be
reintroduced following the expiry of the one-year Distribution
Compliance Period in relation to the New Common Stock and the
Option Stock, at the discretion of the Company, for example in the
event the Company subsequently issues additional Common Stock under
the same ISIN as the New Common Stock and the Option Stock. Upon
the expiration of the Distribution Compliance Period, the Company
may choose to merge the New Common Stock and the Option Stock into
its existing unrestricted line of Common Stock.
Once the New Common Stock and the Option Stock are admitted to
trading on AIM, the New Common Stock and the Option Stock will
trade in the Company's new restricted line of Common Stock under
the symbol MXCS, and the New Common Stock and the Option Stock
(represented by the Depository Interests) subscribed for and held
by non-Affiliates of the Company will be held in the CREST system
and will be segregated into a separate trading system within CREST
identified with the marker "REGS". The "REGS" marker indicates that
the Common Stock held in the CREST system will also bear a legend
setting out certain transfer restrictions and other information,
including that: (i) transfers of the Common Stock are prohibited
except in accordance with the provisions of Regulation S, pursuant
to registration under the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act; and
(ii) hedging transactions involving the Common Stock may not be
conducted unless in compliance with the Securities Act.
Representations, warranties and certifications must be made
through the CREST system by those selling or acquiring the Common
Stock with the "REGS" marker. If such representations, warranties
and certifications cannot be made or are not made, settlement
through CREST will be rejected. Furthermore, New Common Stock and
the Option Stock held by US Persons and Affiliates of the Company
shall be held in certificated form and accordingly settlement shall
not be permitted via CREST until such time as the relevant
restrictions are no longer applicable. Affiliates of the Company at
the time of the Placing, or investors that become Affiliates at any
time after the Placing, should seek independent US legal counsel
prior to selling or transferring any Common Stock.
Placees acquiring Sale Stock may not offer, sell, pledge or
otherwise transfer Sale Stock, directly or indirectly, in or into
the United States or to, or for the account or benefit of, any US
Person, except pursuant to a transaction meeting the requirements
of Rules 901 to 905 (including the Preliminary Notes) of Regulation
S, pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. In addition to the restricted
line of Common Stock trading in the segregated trading system
within CREST and identified with the marker "REGS", the Company
also maintains an unrestricted line of Common Stock trading under
the existing symbol MXCT. The Sale Stock will trade under the
existing symbol MXCT.
Certificated Settlement
If you are not a CREST member, or if you are electing for
delivery of your New Common Stock outside of the CREST system,
delivery of your New Common Stock will take place in certificated
form.
For non-Crest settlement on the New Common Stock, payment should
be made by telegraphic transfer CHAPS or Swift so as to arrive no
later than 1.00 p.m. on 22 February 2019 to the bank account
provided to you in accordance with the Confirmation Letter.
Rule 144 Restrictions
The New Common Stock and Option Stock are deemed to be
restricted securities under the Securities Act. Non-Affiliates of
the Company purchasing New Common Stock and Option Stock will need
to comply with Rule 144 promulgated under the Securities Act with
respect to any resales of New Common Stock and Option Stock within
the United States or to, or for the account or benefit of, US
Persons on the market or otherwise until the later of (i) the first
anniversary of the initial purchase of such New Common Stock and
Option Stock and (ii) the expiration of the Distribution Compliance
Period.
Rule 144 may be available for US resales of New Common Stock and
Option Stock by Affiliates of the Company, subject to various
conditions being met including, among others, the availability of
current information regarding the Company, applicable holding
periods and volume and manner of sale restrictions. New Common
Stock and Option Stock held by Affiliates of the Company shall be
held in certificated form and accordingly settlement shall not be
permitted via CREST until such time as the relevant restrictions
are no longer applicable. Affiliates of the Company at the time of
the Placing, or investors that become Affiliates at any time after
the Placing, should seek independent US legal counsel prior to
selling or transferring any Common Stock. A liquid trading market
for the Common Stock does not currently exist in the United States,
and the Company does not expect such a market to develop soon.
Representations and Warranties
By participating in the Placing and/or Vendor Placing and/or
Option Issue each Placee (and any person acting on such Placee's
behalf) to the Company and Panmure Gordon:
1) represents and warrants that it has read and understood this
Announcement (including the Appendix) in its entirety;
2) confirms that the exercise by Panmure Gordon of any right of
termination or any right of waiver contained in the Placing
Agreement and/or Vendor Placing Agreement, including without
limitation the right to terminate the Placing Agreement and/or the
Vendor Placing Agreement, is within the absolute discretion of
Panmure Gordon and it will not have any liability to any Placee
whatsoever in connection with any decision to exercise or not to
exercise any such rights;
3) acknowledges that if (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived), or (ii)
the Placing Agreement is terminated or (iii) the Placing Agreement
does not otherwise become unconditional in all respects, the
Placing and Option Issue will lapse and its rights and obligations
hereunder shall cease and determine at such time and no claim shall
be made by any Placee in respect thereof;
4) acknowledges that if (i) any of the conditions in the Vendor
Placing Agreement are not satisfied (or, where relevant, waived),
or (ii) the Vendor Placing Agreement is terminated or (iii) the
Vendor Placing Agreement does not otherwise become unconditional in
all respects, the Vendor Placing will lapse and its rights and
obligations hereunder shall cease and determine at such time and no
claim shall be made by any Placee in respect thereof;
5) acknowledges that no offering document, prospectus or
admission document has been or will be prepared in connection with
the Placing and/or Vendor Placing and/or Option Issue and
represents and warrants that it has not received a prospectus,
admission document or other offering document in connection with
the Placing, Vendor Placing, the Option Issue or the Placing Common
Stock;
6) acknowledges that the Common Stock are admitted to trading on
AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of AIM (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
7) acknowledges that neither Panmure Gordon nor the Company nor
any of their respective affiliates nor any person acting on behalf
of any of them has provided, and will not provide, it with any
material regarding the Placing Common Stock or the Company or any
other person other than this Announcement; nor has it requested any
of Panmure Gordon, the Company, any of their respective affiliates
nor any person acting on behalf of any of them to provide it with
any such information;
8) acknowledges that (i) it is not and, if different, the
beneficial owner of the Placing Common Stock is not and at the time
the Placing Common Stock are acquired will not be a resident of the
United States (or a US Person), Australia, Canada, the Republic of
South Africa, Japan or New Zealand, and (ii) that the Placing
Common Stock have not been and will not be registered under the
securities legislation of the United States, Australia, Canada, the
Republic of South Africa, Japan or New Zealand and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, in or into
those jurisdictions (or by any US Person);
9) acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Panmure Gordon nor any person acting on its behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing and/or Vendor
Placing and/or Option Issue based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the
Placing Common Stock is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Common Stock and that it has neither received nor relied on
any other information given or representations, warranties or
statements made by either of Panmure Gordon or the Company and
neither of Panmure Gordon nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing and/or Vendor Placing and/or Option Issue based on any
other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and/or Vendor
Placing and/or Option Issue;
10) represents and warrants that neither it, nor the person
specified by it for registration as a holder of Placing Common
Stock is, or is acting as nominee or agent for, and that the
Placing Common Stock will not be allotted to, a person who is or
may be liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services);
11) represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006, the Money Laundering Regulations 2007
(the "Regulations") and any other applicable law covering the
prevention of money laundering and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity Panmure Gordon has not
received such satisfactory evidence, Panmure Gordon may, in its
absolute discretion, terminate the Placee's Placing Participation
in which event all funds delivered by the Placee to Panmure Gordon
(if any) will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
12) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), represents and warrants
that the Placing Common Stock subscribed for or purchased by it in
the Placing and/or Vendor Placing and/or Option Issue will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
member state of the European Economic Area which has implemented
the Prospectus Directive other than to qualified investors, or in
circumstances in which the prior consent of Panmure Gordon has been
given to the proposed offer or resale;
13) represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Common Stock to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
14) represents and warrants that it has not offered or sold and
will not offer or sell any Placing Common Stock to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state);
15) represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Common Stock in circumstances in which section 21(1) of
FSMA does not require approval of the communication by an
authorised person;
16) represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Common Stock in, from or
otherwise involving, the United Kingdom;
17) represents and warrants that it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or
is a person to whom this Announcement may otherwise be lawfully
communicated and that any offer of Placing Common Stock may only be
directed at persons to the extent in member states of the European
Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive and represents and
warrants that it is such a qualified investor;
18) represents and warrants that if its Placing Participation
includes VCT Common Stock, it is a VCT, being a company which is
approved as a venture capital trust under section 842AA of the
Income and Corporation Taxes Act 1988, subscribing for its Placing
Participation pursuant to these terms and conditions using VCT
funds;
19) represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and purchase the Placing Common
Stock under the laws of all relevant jurisdictions which would
apply to it, and that its, and any person acting on its behalf's,
subscription or purchase of the Placing Common Stock will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
20) acknowledges that the Placing Common Stock are being offered
in a transaction not involving any public offering in the United
States within the meaning of the Securities Act, and that the
Placing Common Stock have not been and will not be registered under
the Securities Act or the securities laws of any state or other
jurisdiction of the United States and the Company has not
registered and does not intend to register under the US Investment
Company Act of 1940, as amended. Further, that subject to certain
exceptions, the Placing Common Stock may not be offered, sold,
pledged, resold, transferred, delivered or distributed within the
United States;
21) represents and warrants that it is not a US Person, as
defined in Regulation S under the Securities Act, and it is
eligible to participate in an "offshore transaction" (as defined in
Regulation S) conducted in accordance with Regulation S under the
Securities Act and the Placing Common Stock were not offered to it
by means of "directed selling efforts" as defined in Regulation S
under the US Securities Act;
22) undertakes that it will not engage in hedging transactions,
directly or indirectly with regard to the Placing Common Stock
unless in compliance with the Securities Act;
23) acknowledges that the New Common Stock and the Option Stock
will bear a legend to the following effect, unless the Company
determines otherwise in compliance with applicable law:
"THE COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")).
THE COMMON STOCK ARE BEING OFFERED ONLY TO NON-U.S. PERSONS OUTSIDE
THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IN RELIANCE ON REGULATION S. THE
COMMON STOCK ARE "RESTRICTED SECURITIES" AS DEFINED UNDER RULE 144
(A)(3) PROMULGATED UNDER THE SECURITIES ACT. THE COMMON STOCK MAY
NOT BE TAKEN UP, OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED,
DIRECTLY OR INDIRECTLY WITHIN, INTO OR FROM THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S) EXCEPT: (A)(I) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT. RESALES OR REOFFERS OF COMMON STOCK MADE OFFSHORE
IN RELIANCE ON REGULATION S MAY NOT BE SOLD TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S) DURING
THE ONE YEAR DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S.
HEDGING TRANSACTIONS INVOLVING THESE COMMON STOCK MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
BY ACCEPTING THESE COMMON STOCK, THE HOLDER REPRESENTS AND
WARRANTS THAT IT (A) IS NOT A U.S. PERSON (AS DEFINED IN REGULATION
S) AND (B) IS NOT HOLDING THE COMMON STOCK FOR THE ACCOUNT OR
BENEFIT OF ANY U.S. PERSON.";
24) represents and warrants that it is not registered and is not
required to be registered as a broker or a dealer under the United
States Securities Exchange Act of 1934, as amended, and that it has
not been granted, nor shall it accept, any selling concession,
discount or other allowance from a participant in the Placing
and/or Vendor Placing and/or Option Issue that is a member of the
United States Financial Industry Regulatory Authority;
25) represents and warrants that it is not acting on a
non-discretionary basis for the account or benefit of a US Person
or a person located within the United States at the time the
undertaking to subscribe for or purchase (as the case may be)
Placing Common Stock was given. It further acknowledges and
represents that neither it, nor its Affiliates nor any person
acting on its or their behalf has engaged, or will engage in, any
directed selling efforts (as defined in Regulation S) with respect
to the Placing Common Stock, and it and they have complied and will
comply with the offering restrictions requirements set out under
section 903(b)(3) of Regulation S;
26) represents and warrants that it is not an Affiliate of the
Company nor does it expect to become an Affiliate of the Company as
a result of its participation in the Placing and/or Vendor Placing
and/or Option Issue;
27) acknowledges that any offer or sale of the New Common Stock
and Option Stock held through CREST must be made to non US Persons
in "offshore transactions" as defined in and pursuant to Regulation
S and that, during the Distribution Compliance Period, prior to any
proposed transfer of the New Common Stock and Option Stock, other
than pursuant to an effective registration statement,
representations, warranties and certifications must be made through
the CREST system by those selling or acquiring the New Common Stock
and Option Stock. If such representations, warranties and
certifications cannot be made or are not made, settlement through
CREST will be rejected;
28) undertakes that it will not offer or sale certificated New
Common Stock or Option Stock except to non-US Persons in "offshore
transactions" as defined in and pursuant to Regulation S, pursuant
to an effective registration statement under the Securities Act or
otherwise in transactions exempt from registration under the
Securities Act;
29) acknowledges that the Company may refuse to register any
transfer of the Placing Common Stock not made in accordance with
the provisions of Regulation S, pursuant to registration under the
Securities Act, or pursuant to an available exemption from
registration, and that the Company is under no obligation to
register or qualify the Placing Common Stock under the Securities
Act or applicable securities laws of any state or other
jurisdiction of the United States;
30) acknowledges and agrees that any offer or sale, if made
prior to the expiration of the Distribution Compliance Period, must
be made pursuant to the following conditions:
a) the purchaser of the New Common Stock or Option Stock (other
than a Distributor) must certify that it is not a US Person and is
not acquiring the New Common Stock or Option Stock for the account
or benefit of any US Person or is a US Person who purchased New
Common Stock or Option Stock in a transaction that did not require
registration under the Securities Act;
b) the purchaser of the New Common Stock or Option Stock must
agree to resell such New Common Stock or Option Stock only in
accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available
exemption from registration; and must agree not to engage in
hedging transactions with regard to such New Common Stock or Option
Stock unless in compliance with the Securities Act;
c) the New Common Stock and Option Stock must contain the
appropriate legend, set out in paragraph 23 above;
d) the Company is required to refuse to register any transfer of
the New Common Stock or Option Stock not made in accordance with
the provisions of Regulation S, pursuant to registration under the
Securities Act, or pursuant to an available exemption from
registration; and
e) each Distributor selling New Common Stock or Option Stock to
a Distributor, a dealer (as defined in Section 2(a)(12) of the
Securities Act), or a person receiving a selling concession, fee or
other remuneration, prior to the expiration of the Distribution
Compliance Period, must send a confirmation or other notice to the
purchaser stating that the purchaser is subject to the same
restrictions on offers and sales that apply to a Distributor;
31) acknowledges and agrees that in the case of an offer or sale
of New Common Stock or Option Stock prior to the expiration of the
Distribution Compliance Period by a dealer (as defined in Section
2(a)(12) of the Securities Act), or a person receiving a selling
concession, fee or other remuneration in respect of the New Common
Stock or Option Stock offered or sold:
a) neither the seller nor any person acting on its behalf may
know that the offeree or buyer of the New Common Stock or Option
Stock is a US Person; and
b) If the seller or any person acting on the seller's behalf
knows that the purchaser is a dealer (as defined in Section
2(a)(12) of the Securities Act) or is a person receiving a selling
concession, fee or other remuneration in respect of the New Common
Stock or Option Stock sold, the seller or a person acting on the
seller's behalf must send to the purchaser a confirmation or other
notice stating that the New Common Stock or Option Stock may be
offered and sold during the Distribution Compliance Period only in
accordance with the provisions of Regulation S; pursuant to
registration of the securities under the Securities Act; or
pursuant to an available exemption from the registration
requirements of the Securities Act;
32) acknowledges and agrees that in the case of an offer or sale
of New Common Stock or Option Stock by an officer or director of
the issuer or a Distributor, who is an Affiliate of the Company or
Distributor solely by virtue of holding such position, no selling
concession, fee or other remuneration may be paid in connection
with such offer or sale other than the usual and customary broker's
commission that would be received by a person executing such
transaction as agent;
33) represents and warrants that it is not a related party of
the Company for the purposes of the AIM Rules as at the date
hereof;
34) represents and warrants that it will (or procure that its
nominee will) if applicable, make notification to the Company of
its interest in its Common Stock in accordance with Chapter 5 of
the Disclosure and Transparency Rules issued by the FCA and made
under Part VI of FSMA and the Constitutional Documents;
35) undertakes that it (and any person acting on its behalf)
will make payment for the Placing Common Stock allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Common Stock may be
placed with other subscribers or sold as Panmure Gordon may in its
discretion determine and without liability to such Placee;
acknowledges that: (i) its allocation (if any) of Placing Common
Stock will represent a maximum number of Placing Common Stock which
it will be entitled, and required, to acquire in connection with
the Placing and/or Vendor Placing and/or Option Issue, and that the
Company or Panmure Gordon may call upon it to acquire a lower
number of Placing Common Stock (if any), but in no event in
aggregate more than the aforementioned maximum; (ii) the Company
may reduce its allocation (if any) of Eligible New Common Stock to
EIS and VCT investors prior to First Admission if the exchange rate
for British Pounds to US Dollars has an adverse impact on the
eligiblility of such Elible New Common Stock for EIS or VCT
relief;
36) acknowledges that (i) neither Panmure Gordon, nor any of the
Panmure affiliates, nor any person acting on behalf of them, is
making any recommendations to it, advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and/or Vendor Placing and/or Option
Issue and that participation in the Placing and/or Vendor Placing
and/or Option Issue is on the basis that it is not and will not be
a client of Panmure Gordon for the purposes of the Placing and/or
Vendor Placing and/or Option Issue and that Panmure Gordon has no
duties or responsibilities to it for providing the protections
afforded to their clients or customers or for providing advice in
relation to any of the Placing, the Vendor Placing and Option Issue
nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor the Vendor
Placing nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right and (ii) that
neither it nor, as the case may be, its clients expect Panmure
Gordon to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the
FCA's Handbook of Rules and Guidance, and that Panmure Gordon is
not acting for it or its clients, and that Panmure Gordon will not
be responsible to any person other than the Company for providing
protections afforded to its clients;
37) represents and warrants that the person whom it specifies
for registration as holder of the Placing Common Stock will be (i)
itself or (ii) its nominee, as the case may be. Neither Panmure
Gordon nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and/or
Vendor Placing and it agrees to indemnify the Company and Panmure
Gordon in respect of the same on the basis that the Placing Common
Stock will be allotted to the CREST stock account of Panmure Gordon
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
38) acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Common Stock (together
with any interest chargeable thereon) may be taken by Panmure
Gordon in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
39) acknowledges that Panmure Gordon and the Panmure affiliates
will rely upon the truth and accuracy of the representations,
warranties and acknowledgements set forth herein and which are
irrevocable;
40) agrees to indemnify and hold the Company, Panmure Gordon and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing, the Vendor Placing and the Option Issue;
41) acknowledges that its commitment to acquire Placing Common
Stock on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms of the Placing
and/or Vendor Placing and/or Option Issue and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing
and/or Vendor Placing and/or Option Issue. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and Panmure Gordon;
42) acknowledges that the agreement to settle a Placee's
acquisition (and/or the acquisition by a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to the
acquisition by it and/or such person direct from the Company for
the Placing Common Stock in question. Such agreement assumes, and
is based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Common Stock is, or is acting as nominee or agent for, and that the
Placing Common Stock will not be acquired by, a person who is or
may be liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Common Stock, additional stamp duty or stamp duty reserve
tax may be payable. In that event the Placee agrees that it shall
be responsible for such additional stamp duty or stamp duty reserve
tax, and neither the Company nor Panmure Gordon shall be
responsible for such additional stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify Panmure Gordon accordingly;
43) understands that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the Placing Common Stock in any country or
jurisdiction where any such action for that purpose is
required;
44) confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the
Placing Common Stock. It further confirms that it is experienced in
investing in securities of this nature in this sector, is familiar
with the market in which the Company operates and is aware that it
may be required to bear, and is able to bear, the economic risk of,
and is able to sustain a complete loss in connection with the
Placing and/or Vendor Placing and/or Option Issue. It further
confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of
the Placing and/or Vendor Placing and/or Option Issue, including
the merits and risks involved;
45) represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription or purchase of
the Placing Common Stock; and (d) made its investment decision
based upon its own judgement, due diligence and analysis and not
upon any view expressed or information provided by or on behalf of
Panmure Gordon or any of its affiliates;
46) understands that it may not rely on any investigation that
Panmure Gordon or any person acting on its behalf may or may not
have conducted with respect to the Company or the Placing and/or
Vendor Placing and/or Option Issue and Panmure Gordon has not made
any representation to it, express or implied, with respect to the
merits of the Placing and/or Vendor Placing and/or Option Issue,
the subscription for or purchase of the Placing Common Stock, or as
to the condition, financial or otherwise, of the Company or as to
any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for or purchase
the Placing Common Stock. It acknowledges and agrees that no
information has been prepared by Panmure Gordon or the Company for
the purposes of this Placing and/or Vendor Placing and/or Option
Issue;
47) acknowledges that all representations, warranties,
acknowledgements, undertakings and agreements which have been made
in this Announcement shall survive the transaction and the delivery
of the Placing Common Stock; and
48) represents, warrants and agrees that it will not hold
Panmure Gordon or any of its affiliates or any person acting on its
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Company or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") and that neither
Panmure Gordon nor any person acting on its behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Common Stock or the agreement by them to
subscribe for or purchase of any Placing Common Stock.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either Panmure Gordon or any of the
Panmure affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Common
Stock.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Panmure Gordon's money in
accordance with the client money rules and will be used by Panmure
Gordon in the course of its own business; and the Placee will rank
only as a general creditor of Panmure Gordon.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment. Panmure Gordon shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Panmure Gordon is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing and the Option Issue and Stifel
in relation to the Vendor Placing, and Panmure Gordon will not be
responsible to anyone (including any Placees) other than the
Company or Stifel (as applicable) for providing the protections
afforded to its clients or for providing advice in relation to the
Placing and the Option Issue or Vendor Placing (as applicable) or
any other matters referred to in this Announcement.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The New Common Stock and the Option Stock to be issued or sold
pursuant to the Placing will not be admitted to trading on any
stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix III - Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission First Admission and/or Second Admission as
the context requires
Affiliate has the meaning given to it in Section 405
of the Securities Act
AIM the market of that name operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies as published by
the London Stock Exchange from time to time
Announcement this announcement
Bookbuild the book--building exercise to be undertaken
by Panmure Gordon
CAR chimeric antigen receptor
Circular the circular of the Company giving (amongst
other things) details of the Placing, the
Vendor Placing and the Option Issue and incorporating
the Notice of Special Meeting, which is to
be dispatched on or around 5 February 2019
Common Stock common stock of the Company with nominal value
of $0.01 per share of common stock and any
securities or dematerialised interests representing
such common stock, including Depository Interests
Company or MaxCyte MaxCyte, Inc.
CRADA Cooperative Research and Development Agreement
CREST the computerised settlement system (as defined
in the Regulations) operated by Euroclear
which facilitates the transfer of title to
shares in uncertificated form
CREST member a person who has been admitted by Euroclear
as a system-member (as defined in the Regulations)
Depository Capita IRG Trustees Limited, registered number
2729260, whose registered address is 39 Beckenham
Road, Beckenham, Kent BR3 4TU
Depository Interests dematerialised depository interests representing
underlying Common Stock that can be settled
electronically through and held in CREST,
as issued by the Depository or its nominees
who hold the underlying securities on trust
Directors or Board the directors of the Company
Distribution Compliance the period during which the New Common Stock
Period and Option Stock are subject to the conditions
listed under Section 903(b)(3) of Regulation
S, or such longer period as may be required
under applicable law or as determined by the
Company, being until at least the expiry of
one year after the later of (i) the time when
the New Common Stock and Option Stock are
first offered to persons other than distributors
in reliance upon Regulation S and (ii) the
date of closing of the Placing
Eligible New Common certain of the New Common Stock to be allotted
Stock and issued pursuant to the Placing to certain
persons seeking to invest in "eligible shares"
for the purposes of EIS and to VCTs
Enlarged Share Capital the Common Stock in issue immediately following
Admission
Euroclear Euroclear UK & Ireland Limited, the operator
of CREST
Existing Common the 51,332,764 Common Stock in issue as at
Stock the date of this announcement
FCA the Financial Conduct Authority
FDA US Food and Drug Administration
First Admission the admission of the Eligible New Common Stock
to trading on AIM becoming effective in accordance
with the AIM Rules
Form of Direction the form of direction for use in connection
with the Special Meeting
Form of Proxy the form of proxy for use in connection with
the Special Meeting
FSMA the Financial Services and Markets Act 2000
(as amended) of the UK including any regulations
made pursuant thereto
General New Common the New Common Stock to be allotted and issued
Stock pursuant to the Placing and the Option Stock
issued pursuant to the Option Issue, in each
case which are not the Eligible New Common
Stock
IND investigational new drug
London Stock Exchange London Stock Exchange plc
New Common Stock the new Common Stock issued pursuant to the
Placing
Notice of Special the notice convening the Special Meeting to
Meeting be set out in the Circular
Option Issue conditional placing by Panmure Gordon on behalf
of the Company of the Option Stock at the
Placing Price pursuant to the Placing Agreement
Option Stock the up to 50,417 shares of new Common Stock
to be issued pursuant to the cashless exercise
of options by certain unconnected, non-PDMR
Stockholders, concurrent with and on the same
terms as the Placing
Panmure Gordon Panmure Gordon (UK) Limited, the Company's
nominated adviser and broker for the purposes
of the AIM Rules
Placees means a person who is invited to and chooses
to participate in the Placing and/or Vendor
Placing and/or the Option issue by making
or accepting an offer to acquire Placing Common
Stock
Placing the conditional placing by Panmure Gordon
on behalf of the Company of the New Common
Stock at the Placing Price pursuant to the
Placing Agreement
Placing Agreement the conditional agreement dated 5 February
2019 between the Company and Panmure Gordon
relating to the Placing and the Option Issue
Placing Common Stock the New Common Stock, the Sale Stock and the
Option Stock
Placing Participation each Placees participation in the Placing,
Vendor Placing and the Option Issue, as determined
by Panmure Gordon in its absolute discretion
following consultation with the Company in
accordance with the terms and conditions of
the Placing, the Vendor Placing and the Option
Issue set out in Appendix II to this Announcement
Placing Price means 170 pence per share of the Placing Common
Stock
Registrar Capita Registrars (Guernsey) Limited
Regulation S Regulation S under the Securities Act
Regulations the Uncertificated Securities Regulations
2001, as amended from time to time
Regulatory Information has the meaning given to it in the AIM Rules
Service
Resolutions the resolutions set out in the Notice of Special
Meeting
Rule 144 Rule 144 under the Securities Act
Sale Stock the Existing Common Stock to be sold by Stifel
on behalf of Selling Stockholders
Second Admission admission of the General New Common Stock
to trading on AIM becoming effective in accordance
with the AIM Rules
Securities Act the US Securities Act of 1933, as amended
Selling Stockholders the Stockholders selling Sale Stock under
the Vendor Placing Agreement
Special Meeting the Special Meeting of the Company to be held
at 4 p.m. (GMT) at 21 Firstfield Road, Suite
202, Gaithersburg, Maryland 20878, United
States on 26 February 2019
Stifel Stifel Nicolaus Company Inc.
Stockholders holders of Common Stock and Depository Interests
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
uncertificated or recorded on the relevant register or other
in uncertificated record of the share or other security concerned
form as being held in uncertificated form in CREST,
and title to which, by virtue of the Regulations,
may be transferred by means of CREST
US Person has the meaning given to it in Regulation
S
US or United States the United States of America, its territories
and possessions, any state of the United States
of America and all other areas subject to
its jurisdiction
Vendor Placing the conditional placing by Panmure Gordon
on behalf of Stifel of the Sale Stock at the
Placing Price pursuant to the Vendor Placing
Agreement
Vendor Placing Agreement the conditional agreement dated 5 February
2019 between the Company, Stifel and Panmure
Gordon relating to the Vendor Placing
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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February 05, 2019 02:00 ET (07:00 GMT)
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