TIDMMXCT TIDMTTM
RNS Number : 6557N
MaxCyte, Inc.
21 May 2020
THIS ANNOUNCEMENT IS RESTRICTED AND NOT FOR PUBLICATION,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 - 21 May 2020 : MaxCyte (LSE: MXCT, MXCL ), the
global cell-based medicines and life sciences company , announces
that at the Special Meeting held earlier today in respect of its
GBP25.1 million Placing and Subscription of New Common Stock at an
Issue Price of 131 pence per share of New Common Stock, which was
announced to the market on 30 April 2020 , each of the resolutions
as set out in the notice of Special Meeting was duly passed .
Application has been made for the 19,181,423 shares of New
Common Stock to be admitted to trading on AIM. It is expected that
Admission, in respect of 13,612,623 shares of Subscription Common
Stock issued to new investors Casdin Capital, LLC and Sofinnova
Crossover I SLP and 5,568,800 shares of Placing Common Stock , will
take place at 8.00 a.m. on 22 May 2020.
Furthermore, upon Admission, the 5,568,800 shares of Placing
Common Stock and 4,331,289 shares of 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 9,281,334 shares of Casdin
Subscription Common Stock will trade under the existing symbol MXCT
and ISIN US57777K1060.
The number of restricted shares of Common Stock trading under
the symbol 'MXCL' following Admission will be 9,900,089 and the
number of unrestricted shares of Common Stock trading under the
symbol 'MXCT' following Admission will be 66,684,917 .
Total voting rights
Following Admission, the total issued stock capital of the
Company will consist of 76,585,006 shares of Common Stock. There is
no Common Stock held in treasury. Therefore, the total number of
voting rights in the Company will be 76,585,006 . 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 5.39 p.m. on 30
April 2020. 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 therapies and life
sciences company. As the inventors of the premier cell-engineering
enabling technology, the Company helps bring the promise of
next-generation cell and gene-editing therapies to life. The
Company's technology is currently being deployed by leading drug
developers worldwide, including all of the top ten global
biopharmaceutical companies. MaxCyte licences have been granted for
more than 100 cell therapy programmes, with more than 70 licensed
for clinical use, and the Company has now entered into ten
clinical/commercial license agreements with leading cell therapy
and gene editing developers. MaxCyte was founded in 1998, is listed
on the London Stock Exchange (AIM:MXCT, MXCL) 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)20 3709 5700
Consilium Strategic Communications maxcyte@consilium-comms.com
Mary-Jane Elliott / Chris Welsh
Important Notice
THE PLACING COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, (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 TO A
NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA,
AUSTRALIA OR 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 THE
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
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May 21, 2020 08:50 ET (12:50 GMT)
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