TIDMONC
RNS Number : 9966R
Oncimmune Holdings PLC
27 September 2017
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, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ONCIMMUNE HOLDINGS PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ONCIMMUNE
HOLDINGS PLC.
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Oncimmune Holdings plc ("Oncimmune" or the "Company")
Oncimmune Holdings plc confirms successful GBP 5.0m placing
Oncimmune Holdings plc (AIM: ONC.L), is pleased to announce
that, following the announcement made on 26 September 2017 entitled
"Proposed Placing to raise up to GBP5.3 million", the Company has
raised a total of approximately GBP5.0 million (before expenses) by
means of a conditional placing with new and existing investors of
4,166,667 Placing Shares at a price of 120 pence per share. Of this
Placing, 3,333,334 ordinary shares (the "General Placing Shares")
will admit on 3 October 2017 and a further 833,333 Ordinary Shares
("Delayed Completion Placing Shares") will admit within 5 business
days of receipt of confirmation from HMRC that the Delayed
Completion Placing Shares are regarded as a qualifying holding for
the purposes of Part 6 of the Income Tax Act 2007 (the "VCT
Condition").
Assuming admission of both the General Placing Shares and the
Delayed Completion Placing Shares, the Placing Shares will
represent approximately 7.55% of the Company's enlarged issued
ordinary share capital.
It is expected that the VCT Condition will be fulfilled by the
end of October as the Company has applied for, but not yet received
advanced assurance from HM Revenues & Customs. However, there
is no guarantee that the VCT Condition will be fulfilled. In the
event that it is not fulfilled by the 24 November 2017, the Delayed
Completion Placing will terminate and proceeds of the Delayed
Completion Placing Shares will not be received.
Zeus Capital acted as Nominated Adviser and Broker to the
Company.
Share capital on completion of the Placing
Application will be made for the General Placing Shares to be
admitted to trading on AIM ("Initial Admission"). It is expected
that Initial Admission will occur on or around 3 October 2017.
Following Initial Admission, the Company's enlarged issued share
capital will comprise 54,382,738 Ordinary Shares of 1 pence each
with voting rights in the Company. This figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in the interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
Admission of the Delayed Completion Placing Shares is subject to
satisfaction of the VCT Condition and will occur within 5 business
days of satisfaction of the VCT Condition. An announcement will be
made at that time confirming the timing of admission of the Delayed
Completion Placing Shares.
Geoffrey-Hamilton Fairley, Oncimmune's Chief Executive Officer
said:
"This fundraise will allow us to continue to deliver on the
growth strategy laid out at the time of our IPO involving
generating revenue from multiple products, regions and partners and
we have already made significant progress in delivering on this. We
are confident that Oncimmune is well placed to create and deliver
value from our core autoantibody platform in the medium and long
term."
For further information:
Oncimmune Holdings plc
Geoffrey Hamilton-Fairley, Chief Executive Officer
contact@Oncimmune.co.uk
Zeus Capital Limited (Nominated Adviser and Broker)
Giles Balleny, Phil Walker, Hugh Kingsmill Moore
+44 (0) 203 829 5000
Media enquiries:
Consilium Strategic Communications
Chris Gardner, Matthew Neal, Lindsey Neville
Oncimmune@consilium-comms.com
+44 (0) 20 3709 5708
Placing Statistics
Issue Price per Placing Share 120 pence
------------------------------------------------ -----------
Number of Ordinary Shares in issue as
at the Latest Practicable Date 51,049,404
------------------------------------------------ -----------
Number of General Placing Shares to
be issued by the Company pursuant to
the General Placing 3,333,334
------------------------------------------------ -----------
Number of Delayed Completion Placing
Shares to be issued by the Company pursuant
to the Delayed Completion Placing 833,333
------------------------------------------------ -----------
Gross Proceeds of the General Placing GBP4.0
million
------------------------------------------------ -----------
Gross Proceeds of the Delayed Completion GBP1.0
Placing million
------------------------------------------------ -----------
Net Proceeds of the Placing (assuming GBP4.7
completion of the Delayed Completion million
Placing)
------------------------------------------------ -----------
Number of Ordinary Shares in issue immediately
following completion of the General
Placing 54,382,738
------------------------------------------------ -----------
Number of Ordinary Shares in issue assuming
completion of the Delayed Completion
Placing 55,216,071
------------------------------------------------ -----------
Placing Shares as a percentage of the
Issued Share Capital (assuming admission
of the Delayed Completion Placing Shares) 7.55%
------------------------------------------------ -----------
1. Use of Proceeds
The Placing is necessary for the Company to strengthen its
balance sheet to complete major distribution deals in the following
areas:
-- USA for EarlyCDT(R)-Lung;
-- China for EarlyCDT(R)-Lung; and
-- "Fingerprint" -a personalised autoantibody profiling approach
Following completion of the major distribution deals the cash is
to be used for:
-- R&D
-- Additional NHS studies to accelerate adoption
-- Additional markers for lung test in the US to enhance its "pulmonology test"
-- Validation and launch of liver test
-- Further validation of fingerprinting
-- Marketing to general practices in the US
In addition, the Board intends to progress development of its
other products (ovarian tests) through to commercial launch, which
it considers to be another key step for the Company.
The Placing is critical to help secure a strong commercial
position for Oncimmune at an important stage of the Company's
growth. Maintaining the strength of the Company's balance sheet is
key to commercially engage with its existing customers and attract
additional major distribution deals. As Oncimmune's multiple
revenue streams and geographical footprint begins to gain traction,
it is essential to continue to strengthen Oncimmune's position in
this sector, having the financial strength to develop the relevant
Kits and bring through the platform technology to market over the
long term.
2. Key elements of the Placing
The Company is proposing to raise approximately GBP5.0 million,
(GBP4.7 million net of estimated expenses), by way of the
conditional placing of 4,166,667 Placing Shares at the Issue Price
with existing and new institutional investors. 3,333,334 Ordinary
Shares have been placed pursuant to the General Placing and
admission of the General Placing Shares is expected on 3 October
2017. The General Placing is conditional on (amongst other things)
the Initial Admission. 833,333 Ordinary Shares have been placed in
a Delayed Completion Placing which is subject to the satisfaction
of the VCT Condition. Admission of the Delayed Completion Placing
Shares is expected within 5 business days of the satisfaction of
the VCT Condition. In the event that it is not fulfilled by the 24
November 2017, the Delayed Completion Placing will terminate and
proceeds of the Delayed Completion Placing Shares will not be
received.
The Placing Shares to be issued pursuant to the General Placing
and the Delayed Completion Placing will represent approximately
7.55 per cent. of the Enlarged Share Capital. The Placing Shares
will rank pari passu in all other respects with the Existing
Ordinary Shares. The Issue Price represents a discount of 4.00 per
cent. to the mid-market closing price on 25 September 2017 (being
the Latest Practicable Date). Neither the General Placing nor the
Delayed Completion Placing have been underwritten.
3. Placing Agreement
On 27 September 2017, the Company entered into the Placing
Agreement with Zeus Capital pursuant to which Zeus Capital has
agreed to use reasonable endeavours to place the Placing Shares at
the Issue Price. Under the Placing Agreement, the Company has given
Zeus Capital customary warranties and indemnities. Zeus Capital
also has customary termination rights in certain circumstances,
including, inter alia, where there is a material breach of any of
the warranties or for force majeure.
4. Effect of the Placing
4,166,667 Placing Shares will be issued to Placees pursuant to
the Placing assuming completion of the Delayed Completion Placing
Shares. All the Placing Shares will, when issued and fully paid,
rank pari passu with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of Admission.
The Company currently has authority to allot 5,077,400 ordinary
shares on a non-pre-emptive basis. Pursuant to the Placing,
assuming completion of the Delayed Completion Placing Shares,
4,166,667 shares under this authority will have been issued,
leaving authority for the Company to issue a further 910,733 shares
on a non-pre-emptive basis. This authority will expire on the date
of the Company's next Annual General Meeting.
Upon completion of the Placing, assuming completion of the
Delayed Completion Placing Shares, the Placing Shares will
represent approximately 7.55 per cent. of the Enlarged Issued Share
Capital.
5. Enterprise Investment Scheme and Venture Capital Trusts
As part of the Placing, the Company is offering up to GBP1.07
million worth of Placing Shares ("VCT/EIS Placing Shares") which
the Company believes should qualify as VCT/EIS investments. The
Directors believe that the VCT/EIS Placing Shares should be
eligible (subject to the circumstances of investors) for tax
reliefs under EIS and for investment by VCTs.
The Company has applied for, but not, as at the date of this
announcement, received, advance assurance from HM Revenue &
Customs. Although the Company currently expects to satisfy the
relevant conditions for EIS and VCT investment, and the Directors
are not aware of any subsequent change in the qualifying conditions
or the Company's circumstances that would prevent the VCT/EIS
Placing Shares from being eligible EIS and VCT investments on this
occasion, neither the Directors nor the Company give any warranty
or undertaking that relief will be available in respect of any
investment in the VCT/EIS Placing Shares pursuant to this
announcement, nor do they warrant or undertake that the Company
will conduct its activities in a way that qualifies for or
preserves its status.
In the event that the VCT Condition is not satisfied, those
shares comprised in the Delayed Completion Placing only will not be
admitted and the proceeds of the Delayed Completion Placing Shares
only will not be received.
Companies can raise up to GBP5 million from State Aid investment
sources, including under the combined EIS and from VCTs, in any 12
month period. As the rules governing EIS and VCT reliefs are
complex and interrelated with other legislation, if Shareholders,
or any potential investors are in any doubt as to their tax
position, require more detailed information than the general
outline above, or are subject to tax in a jurisdiction other than
the United Kingdom, they should consult their professional
adviser.
About Oncimmune
Oncimmune is a leading early cancer detection company developing
and commercialising its proprietary EarlyCDT(R) platform
technology. Oncimmune has pioneered the development of autoantibody
tests that can detect cancer up to four years earlier than other
methods and can be applied to a very wide range of solid tumour
types. The Company's first product, EarlyCDT(R)-Lung, was launched
in 2012, as a CLIA test in the USA and since then over 150,000
commercial tests have been sold. EarlyCDT(R)-Lung is available
through physicians in the US and also privately in the UK and other
regions. EarlyCDT(R)-Lung is being used in the largest ever
randomised trial for the early detection of lung cancer using
biomarkers. The NHS Scotland ECLS study of 12,210 high-risk smokers
is fully recruited and in the final follow up stage. EarlyCDT(R)
tests for liver and ovarian cancer are in development.
Oncimmune is headquartered in Nottingham, United Kingdom with
testing facilities in the US and joined AIM in May 2016 under the
ticker ONC.L. For more information visit www.Oncimmune.com.
Cautionary note regarding forward-looking statements
This announcement contains statements about Oncimmune Holdings
plc that are or may be deemed to be "forward-looking
statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Oncimmune Holdings plc.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the FSMA), Oncimmune
Holdings plc does not undertake any obligation to update publicly
or revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to Oncimmune Holdings plc or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
Oncimmune Holdings plc at the date of this announcement, unless
some other time is specified in relation to them, and the posting
or receipt of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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