TIDMMXCT TIDMTTM
RNS Number : 5828L
MaxCyte, Inc.
01 May 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR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.
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")
Result of Offering
Gross proceeds from the Placing and Subscription of GBP25.1
million
Oversubscribed fundraise led by new international specialist
healthcare crossover investors Casdin Capital and Sofinnova
Partners
Maryland, USA - 1 May 2020 : (LSE: MXCT), the global
clinical-stage cell-based therapies and life sciences company, is
pleased to announce that, further to the announcement at 5.39 p.m.
yesterday, the Bookbuild is now closed and a total of 5,568,800
Placing Common Stock have been placed at an Issue Price of 131
pence per share of New Common Stock to raise a total of
approximately GBP7.3 million for the Company (before expenses, fees
and commissions) through the Placing. This is in addition to the
gross proceeds from the Subscription of approximately GBP17.8
million pursuant to the issue of 13,612,623 Subscription Common
Stock, also at the Issue Price. Pursuant to the Offering, the
Company will receive net proceeds of approximately GBP23.6
million.
The Placing was significantly oversubscribed. The Issue Price
represents a discount of approximately 10 per cent. to the
Company's mid-market closing price as at 24 April 2020 , being the
last practicable date prior to the signing of non-binding term
sheets by the Subscribers.
Completion of the Offering remains subject, inter alia, to the
passing of the Resolutions at the Special Meeting to be held on 21
May 2020 and to Admission.
A circular to shareholders convening the Special Meeting is
expected to be posted by 6.00 p.m. today, and will also be
available on the Company's website at the same time.
Doug Doerfler , President & Chief Executive Officer,
said:
"I am delighted with the outcome of this financing round and, in
particular, am pleased to welcome specialist investors Casdin
Capital and Sofinnova Partners to Maxcyte. The Company is now
globally known as a world-leading enabler of next generation cell
based therapies, helping our partners develop new classes of
medicine to treat patients with inherited genetic disease,
infectious diseases and cancer. This funding represents the start
of a new and exciting further growth chapter for the Company
including a path to a dual listing on NASDAQ and I would like to
thank our new and current investors for their support. We look
forward to the future with great confidence."
Application will be made to the London Stock Exchange for the
19,181,423 New Common Stock in aggregate to be admitted to trading
on AIM. It is expected that, subject to the passing of the
Resolutions at the Special Meeting, Admission will occur and
dealings will commence in such shares of new Common Stock on or
around 22 May 2020 at 8.00 a.m. (or such later date as Panmure
Gordon, Numis and the Company may agree, being not later than 8.00
a.m. on 19 June ).
Upon Admission, the Placing Common Stock and Sofinnova
Subscription Common Stock will trade in the Company's new
restricted line of Common Stock under the symbol MXCL. The Placing
Common Stock and Sofinnova Subscription 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 CAT 3/144A" and ISIN
USU575803072. The Company also maintains an unrestricted line of
Common Stock trading under the existing symbol MXCT. The Casdin
Subscription Common Stock will trade under the existing symbol MXCT
and ISIN US57777K1060.
Following Admission, the total issued stock capital of the
Company will be 76,585,006 . T he number of unrestricted shares of
Common Stock trading under the symbol 'MXCT' is expected to be
66,684,917 and the number of restricted shares of Common Stock
trading under the symbol 'MXCL' is expected to be 9,900,089 .
Panmure Gordon is acting as Nominated Adviser, Joint Broker and
Joint Bookrunner to the Company and Numis is acting as Joint Broker
and Joint Bookrunner to the Company.
Related party transaction
River and Mercantile Asset Management LLP ("River and
Mercantile"), a substantial shareholder of the Company (as defined
by the AIM Rules) has subscribed for 2,152,156 Placing Shares at
the Issue Price of 131 pence per New Common Stock. The
participation by River and Mercantile in the Placing constitutes a
related party transaction for the purposes of the AIM Rules. The
independent Directors for the purpose of the Placing, having
consulted with the Company's nominated adviser, Panmure Gordon,
consider that the terms of the related party transaction are fair
and reasonable insofar as the Stockholders are concerned.
The capitalised terms used in this announcement have the meaning
set out in the announcement made by the Company at 5.39 p.m.
yesterday. All references to times and dates in this announcement
are to times and dates in London, United Kingdom, unless otherwise
stated.
About MaxCyte
MaxCyte, the clinical-stage global cell-based therapies and life
sciences company, uses its proprietary next-generation cell and
gene therapies to revolutionise medical treatments and ultimately
save lives. The Company's premier cell engineering enabling
technology is currently being deployed by leading drug developers
worldwide, including with all of the top ten global
biopharmaceutical companies. MaxCyte licences have been granted to
more than 100 cell therapy programmes, with more than 70 licensed
for clinical use, and the Company has now entered into nine
clinical/commercial license partnerships with leading cell therapy
and gene editing developers. MaxCyte was founded in 1998, is listed
on the London Stock Exchange (AIM:MXCT) and is headquartered in
Gaithersburg , Maryland, US . 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 Joint Broker
Panmure Gordon (UK) Limited
Emma Earl / Freddy Crossley (Corporate
Finance) +44 (0) 20 7886 2892
James Stearns (Corporate Broking)
Joint Broker
Numis Securities Ltd.
James Black / Duncan Monteith +44 (0) 20 7260 1000
Financial PR Adviser +44 (0)203 709 5700
Consilium Strategic Communications maxcyte@consilium-comms.com
Mary-Jane Elliott / Chris Welsh
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.
These materials may not be published, distributed or transmitted
by any means or media, directly or indirectly, in whole or in part,
in or into the United States or to any US Person (as defined under
the U.S. Securities Act of 1933, as amended (the "Securities
Act")). These materials do not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent
(i) registration under Securities Act or (ii) an available
exemption from registration under the Securities Act. The
securities mentioned herein have not been, and will not be,
registered under the Securities Act and will not be offered to the
public in the United States.
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
ROIKKKBPDBKBCQN
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May 01, 2020 02:00 ET (06:00 GMT)
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