TIDMMXCT TIDMTTM
RNS Number : 9191N
MaxCyte, Inc.
03 February 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR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 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION WITHDRAWAL ACT 2018 ("MAR"). 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")
MaxCyte Announces GBP40 million (approx. $55 million(1) )
Subscription Led by New and Existing Healthcare Specialist
Investors
Subscription led by D1 Capital Partners, T. Rowe Price,
ArrowMark Partners, Baron Capital Group and First Light Asset
Management alongside existing investors Casdin Capital and
Sofinnova Partners
Gaithersburg, Maryland - 3 February 2021 : MaxCyte (LSE: MXCT,
MXCL), a global cell-engineering and life sciences company ,
announces today a subscription (the "Subscription") to raise gross
proceeds of GBP40 million (approx. $55 million(1) ), consisting of
subscriptions via a private placement of 5, 740,000 new shares of
common stock of the Company, of $0.01 par value per share (the
"Subscription Common Stock") at a price of 700 pence per share (the
"Issue Price"), representing a premium of approx. 4.5 per cent. to
the Company's mid-market closing price as at 2 February 2021, being
the last practicable date prior to this announcement.
The Subscription provides a strategic capitalisation round to
introduce new crossover investors to the Company's share register
as it progresses its pursuit of a dual-listing on Nasdaq in 2021,
which remains on-track. Subscribers include a mix of new and
existing investors, including D1 Capital Partners, T. Rowe Price,
ArrowMark Partners, Baron Capital Group and First Light Asset
Management, alongside existing investors Casdin Capital and
Sofinnova Partners.
Proceeds from the Subscription will be used to strengthen
MaxCyte's balance sheet to enable the Company to support the
burgeoning field of next-generation cell therapeutic development
via its best-in-class cell engineering approaches.
Stifel Nicolaus Europe Limited acted as Sole Private Placement
Agent to the Company in connection with the Subscription.
Doug Doerfler, President & Chief Executive Officer of
MaxCyte, said: "I am delighted to welcome new life science
specialist investors D1 Capital Partners, T. Rowe Price, ArrowMark
Partners, Baron Capital Group, and First Light Asset Management to
MaxCyte, joining existing shareholders Sofinnova Partners and
Casdin Capital in this successful transaction. The financing will
strengthen the Company's balance sheet as we continue to focus on
accelerating revenue growth in 2021 and beyond, and marks a further
important step towards our goal to dual-list on Nasdaq in
2021."
Details of the Subscription
Binding conditional agreements have been entered in respect of
the Subscription to raise GBP40 million (approx. $55 million (1) )
through the issue of 5,740,000 Subscription Common Stock at the
Issue Price. The Issue Price of 700 pence per share represents a
premium of approximately 4.5 per cent. to the Company's mid-market
closing price as at 2 February 2021, being the last practicable
date prior to this announcement.
The 5,740,000 shares of Subscription Common Stock will represent
approximately 6.9 per cent. of the Company's issued share capital
following completion of the Subscription (the "Enlarged Share
Capital") and is within the annual authorities in the Company's
certificate of incorporation.
5,410,000 shares of Subscription Common Stock ("US Subscription
Common Stock") have been offered and sold in transactions that are
exempt from the registration requirements set out under the U.S.
Securities Act of 1933 as amended (the "U.S. Securities Act"). An
additional 330,000 shares of Subscription Common Stock have been
offered and will be sold in an "offshore transaction" as defined in
and pursuant to Regulation S under the U.S. Securities Act ("Reg S
Subscription Common Stock").
The US Subscription Common Stock will be issued under the
Company's existing unrestricted line of common stock under the
symbol MXCT and ISIN US57777K1060.
The Reg S Subscription Common Stock will be subject to the
conditions listed under section 903(b)(3), or Category 3 of the
Regulation S, and as such will be issued under the Company's new
restricted line of common stock under the symbol MXCN and ISIN
USU575801258. The Reg S 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".
The Subscription is conditional on admission of the US
Subscription Common Stock or Reg S Subscription Common Stock, as
applicable, to trading on AIM ("Admission"). Admission of the US
Subscription Common Stock is expected to take place at 8:00 a.m. on
8 February 2021 ("First Admission"). Admission of the Reg S
Subscription Common Stock is expected to take place at 8:00 a.m. on
12 February 2021 ("Second Admission").
Potential secondary trade and Directors' dealings
In addition to the Subscription, which was significantly
over-subscribed, Doug Doerfler, President, Chief Executive Officer
and a Founder of MaxCyte; Ron Holtz, Senior Vice President and
Chief Accounting Officer and J. Stark Thompson, Non-Executive
Chairman, have indicated their intention to exercise up to 755,000
options over new Common Stock in total and to sell such new Common
Stock to help satisfy unfulfilled demand. A further announcement
will be made by the Company in due course, if applicable, as
required under Article 19 of MAR.
Related party transaction
Casdin Capital is a New York City-based life science-focused
investment fund and is investing approximately GBP6.2 million in
the Subscription at the Issue Price. The participation by Casdin
Capital is considered a related party transaction under the AIM
Rules for Companies as Casdin Capital currently holds approximately
14.6 per cent. of the Company's issued share capital. Following the
Subscription, Casdin Capital will hold 12,171,334 common stock
representing 14.6 per cent. of the Company's Enlarged Share
Capital. The Directors of the Company other than Messers Doerfler,
Holtz and Thompson, having consulted with Panmure Gordon, the
Company's Nominated Adviser, consider the terms of this transaction
to be fair and reasonable insofar as shareholders are
concerned.
Total voting rights
Upon First Admission, the total issued share capital of the
Company is expected to be 82,832,169 shares of common stock. The
number of unrestricted shares of common stock trading under the
symbol MXCT is expected to be 72,932,080. In addition, a further
9,900,089 restricted shares of common stock trade under the symbol
MXCL.
Upon Second Admission, the total issued share capital of the
Company is expected to be 83,162,169 shares of common stock. The
number of restricted shares of common stock trading under the
symbol MXCN is expected to be 330,000. The number of unrestricted
shares of common stock trading under the symbol MXCT and the number
of restricted shares of common stock trading under the symbol MXCL
are expected to remain unchanged.
All references to times and dates in this announcement are to
times and dates in London, United Kingdom, unless otherwise
stated.
For the purposes of MAR, the person responsible for arranging
for the release of this Announcement on behalf of the Company is
Maher Masoud, General Counsel.
(1) Based on an exchange rate 1 GBP = 1.3641 USD, as of February
2, 2021
###
Contacts:
MaxCyte Inc.
Doug Doerfler, Chief Executive Officer
Amanda Murphy, Chief Financial Officer +1 301-944-1660
Sole Private Placement Agent and
Joint Corporate Broker
Stifel Nicolaus Europe Limited
Healthcare Investment Banking
Nicholas Moore / Ben Maddison /
Samira Essebiyea
Corporate Broking
Nick Adams +44 (0) 20 7710 7600
Nominated Adviser and Joint Corporate
Broker
Panmure Gordon
Emma Earl / Freddy Crossley
Corporate Broking
Rupert Dearden +44 (0)20 7886 2500
Joint Corporate Broker
Numis Securities Limited
James Black / Duncan Monteith /
Matthew O'Dowd +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
About MaxCyte
MaxCyte is a world-leading provider of cell-engineering enabling
technology and is responsible for helping to bring next-generation
cell and gene-editing therapies to life. The Company's technology
is deployed by leading drug developers worldwide, including all of
the top ten global biopharmaceutical companies. MaxCyte licences
have been granted for more than 140 cell therapy programmes, with
more than 100 licensed for clinical use, and the Company has now
entered into twelve clinical/commercial license partnerships with
leading cell therapy and gene editing developers. MaxCyte was
founded in 1998, is listed on the London Stock Exchange (LSE: MXCT,
MXCL) and is headquartered in Gaithersburg, Maryland, US. For more
information, visit www.maxcyte.com .
Important Notice
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States, Canada, Australia, Japan or the Republic of South
Africa or any other jurisdiction in which the same would constitute
a violation of the relevant laws or regulations of that
jurisdiction (each, a "Restricted Jurisdiction"). The offering of
securities mentioned herein have not been, and will not be,
registered under the U.S. Securities Act. The Subscription Common
Stock may not be offered or sold in the United States, except
pursuant to an exemption from the registration requirements of the
U.S. Securities Act or pursuant to an effective registration
statement filed with the U.S. Securities and Exchange Commission.
There will be no public offer of securities of the Company in the
United States.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Stifel
Nicolaus Europe Limited ("Stifel"), Panmure Gordon (UK) Limited
("Panmure Gordon") or Numis Securities Limited ("Numis") or by any
of their respective affiliates, directors, officers, employees,
advisers or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed. None of Stifel, Panmure Gordon or Numis has
authorised the contents of, or any part of, this Announcement.
Each of Stifel, Panmure Gordon and Numis is acting exclusively
for the Company and no-one else in connection with the matters
described in this Announcement and will not regard any other person
as a client in relation to such matters and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to such
matters. Panmure Gordon's responsibilities as nominated adviser and
broker to the Company and Numis' and Stifel's obligations as broker
to the Company are owed to the London Stock Exchange and the
Company and not to any other person including, without limitation,
in respect of any decision to acquire Subscription Common Stock in
reliance on any part of this Announcement.
No public offering of Subscription Common Stock is being made in
the United Kingdom, any Restricted Jurisdiction or elsewhere. The
distribution of this Announcement and the offering of the
Subscription Common Stock in certain jurisdictions may be
restricted by law. No action has been taken by the Company or
Stifel, Panmure Gordon or Numis that would permit an offering of
such Subscription Common Stock or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Subscription Common Stock in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Stifel, Panmure Gordon and Numis to inform themselves about, and to
observe, such restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the U.S. Securities Act or the applicable laws of other
jurisdictions.
There are matters set out within this Announcement that are
forward-looking statements. Such statements are only predictions,
and actual events or results may differ materially. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements, refer to the Company's
Annual Report and Accounts for the period ended 31 December 2019,
which is available on the Company's website at www.maxcyte.com .
None of the Company, Stifel, Panmure Gordon and Numis undertake any
obligation to update publicly, or revise, forward-looking
statements, whether as a result of new information, future events
or otherwise, except to the extent legally required. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a pro t forecast or pro t
estimate or to imply that the earnings of the Company for the
current or future nancial periods will necessarily match or exceed
the historical or published earnings of the Company. The price of
the Company's common stock and the income from them may go down as
well as up and investors may not get back the full amount invested
on disposal of the Company's common stock.
This Announcement is not an offering document, prospectus,
prospectus equivalent document or AIM admission document. It is
expected that no offering document, prospectus, prospectus
equivalent document or AIM admission document will be required in
connection with the Subscription and no such document has been or
will be prepared or submitted to be approved by the Financial
Conduct Authority or submitted to the London Stock Exchange in
relation to the Subscription.
Neither the content of the Company's website nor any links on
the Company's website is incorporated in, or forms part of, this
Announcement.
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END
IOEQXLFBFLLLBBZ
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February 03, 2021 11:36 ET (16:36 GMT)
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