TIDMMXCT TIDMTTM
RNS Number : 1971R
MaxCyte, Inc.
26 February 2019
THIS ANNOUNCEMENT IS RESTRICTED AND NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES (OR TO ANY US PERSON), 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.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Result of Special Meeting and Issue of Equity
Total Voting Rights
Maryland, USA - 26 February 2019: MaxCyte (LSE: MXCT, MXCS), the
global cell-based medicines and life sciences company, today
announces that at the Special Meeting held earlier today in respect
of its GBP10.0 million Placing at a Placing Price of 170 pence per
share of New Common Stock, which was announced to the market on 5
February 2019, each of the resolutions as set out in the notice of
Special Meeting was duly passed.
Application has been made for the 5,958,736 shares of New Common
Stock and Option Stock to be admitted to trading on AIM. It is
expected that First Admission, in respect of 2,705,880 Eligible New
Common Stock, will take place at 8.00 a.m. on 28 February 2019 and
that Second Admission, in respect of 3,252,856 General New Common
Stock, will take place at 8.00 a.m. on 1 March 2019.
Furthermore, upon the relevant admission, the New Common Stock
and Option Stock will trade in the Company's new restricted line of
Common Stock under the symbol MXCS. The New Common Stock and 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 Cat 3/Rule 144A" and
ISIN USU575801175. The Company also maintains an unrestricted line
of Common Stock trading under the existing symbol MXCT.
As noted in the Company's announcement on 5 February 2019, the
Vendor Placing of 320,223 shares of Sale Stock which had been held
by certain longstanding unconnected, non-PDMR Stockholders, is
expected to complete upon Second Admission. The Sale Stock will
trade under the existing symbol MXCT.
The number of restricted shares of Common Stock trading under
the symbol 'MXCS' following Second Admission will be 5,958,736 and
the number of unrestricted shares of Common Stock trading under the
symbol 'MXCT' following Second Admission will be 51,332,764.
Total voting rights
Following Second Admission, the total issued stock capital of
the Company will consist of 57,291,500 shares of Common Stock.
There is no Common Stock held in treasury. Therefore, the total
number of voting rights in the Company will be 57,291,500.
Stockholders in the Company may use this figure as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the stock capital of the Company.
The capitalised terms used in this announcement have the meaning
set out in the announcement made by the Company at 7.00 a.m. on 5
February 2019. All references to times and dates in this
announcement are to times and dates in London, United Kingdom,
unless otherwise stated.
About MaxCyte
MaxCyte is a clinical-stage global cell-based medicines and life
sciences company applying its proprietary cell engineering platform
to deliver the advances of cell-based medicine to patients with
high unmet medical needs. MaxCyte is developing novel CARMA(TM)
therapies for its own pipeline, with its first drug candidate in a
Phase 1 clinical trial. CARMA is MaxCyte's mRNA-based proprietary
therapeutic platform for 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 partners to advance the development of innovative
medicines, particularly in cell therapy. MaxCyte has placed its
flow electroporation instruments worldwide, with all of the top ten
global biopharmaceutical companies, has more than 70 partnered
program licenses 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.
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)20 3709 5700
Consilium Strategic Communications maxcyte@consilium-comms.com
Mary-Jane Elliott
Important Notice
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 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
MSCPGUBPPUPBGMQ
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February 26, 2019 12:32 ET (17:32 GMT)
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