TIDMROQ
RNS Number : 7010P
Roquefort Therapeutics PLC
22 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
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CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
22 June 2022
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Proposed Acquisition of Oncogeni Limited
Proposed Placing of 7,249,998 Ordinary Shares at GBP0.14 per
Ordinary Share
Roquefort Therapeutics plc ( LSE:ROQ ), the Main Market listed
biotech company focused on early-stage opportunities in the
biotechnology sector , is pleased to announce that it has entered
into a conditional share sale and purchase agreement (the
"Acquisition Agreement") with the shareholders of Oncogeni Limited,
a UK biotech company developing novel patented cancer medicines,
(the "Sellers") pursuant to which Roquefort Therapeutics has agreed
to acquire the entire issued share capital of Oncogeni Limited
("Oncogeni") for an aggregate consideration to be satisfied by the
issue of 50,000,000 new ordinary shares in the Company
("Consideration Shares") to the Sellers (the "Acquisition").
Oncogeni is a private UK biotechnology company founded by Nobel
Laureate, Professor Sir Martin Evans in 2019, with an experienced
leadership team that is developing novel cell and RNA based cancer
medicines, which the Board believes is very complementary to the
Company's existing pre-clinical drug development business.
The Directors of Roquefort Therapeutics consider the Acquisition
to represent a transformational, value enhancing transaction for
shareholders, which is fully aligned with the Company's growth
strategy of focusing on early-stage biotech opportunities. The
Board believes the Acquisition transforms the Company into a
material oncology focused biotech company with a complementary
portfolio of four novel cancer programs and an experienced
leadership team with a track record in drug development. The
expanded portfolio creates greater upside potential and development
risk mitigation whilst protecting upside from the Company's Midkine
programs.
Concurrently, Roquefort Therapeutics is carrying out a placing
of new Ordinary Shares to raise funds of GBP1,015,000 (before
expenses) (the "Placing") to finance the pre-clinical drug
development programs of Oncogeni and the associated incremental
increase in working capital. The Company has entered into
subscription agreements with new investors ("New Investors")
pursuant to which, subject to certain conditions, the New Investors
have agreed to subscribe for 7,249,998 new ordinary shares
("Placing Shares") at a price of GBP0.14 per share ("Placing
Price").
Key Highlights
-- Acquiring 100% of Oncogeni Limited for an aggregate
consideration to be satisfied by the issue of 50,000,000 New
Ordinary Shares
o The Board believes the acquisition of Oncogeni transforms the
Company into a material oncology focused biotech company with a
complementary portfolio of four novel cancer programs and an
experienced leadership team with a track record in drug
development
-- Two Novel Cancer Programs
o Oncogeni has developed two families of innovative cell and RNA
oncology medicines, both in pre-clinical development, which are
protected by nine patents
-- Expert Leadership Team
o Oncogeni has an expert leadership team including Nobel
Laureate, Professor Sir Martin Evans and an experienced
biotechnology CEO, Ajan Reginald - both of whom will join the Board
of the Company
o Track record in drug development, regulatory approvals and
value creating transactions
-- Laboratory & GMP Manufacturing Facilities
o Oncogeni's state of the art facility located in
Stratford-upon-Avon includes the infrastructure required for the
pre-clinical development of the Enlarged Group's portfolio of
antibodies, oligonucleotides and cell and gene therapies
-- Enhanced Industry Specialist Shareholders
o The Acquisition and the Placing will introduce new
shareholders into the Company, including Daiichi Sankyo, a global
pharmaceutical company and CH Health, a specialist biotech venture
capital investor
Further announcements will be made in due course, as
appropriate.
Stephen West, Executive Chairman, commented:
"We are extremely pleased to announce the proposed acquisition
of Oncogeni which will position the Company as a material oncology
focused biotech company, operating in the high value and high
growth oncology segment. The expanded portfolio transforms
Roquefort Therapeutics into a multi-indication company with greater
upside potential and improved drug development risk mitigation.
"We are impressed with the quality and therapeutic potential of
Oncogeni's MK cell therapy and novel siRNA programs which
complement our existing Midkine programs very well. In addition to
acquiring the drug programs from Oncogeni we welcome a highly
experienced management team with a track record of drug development
and value creation in biotech to the Company, as well as a
state-of-the-art laboratory in the UK. Following completion of the
Acquisition, Ajan Reginald will become CEO of the Enlarged Group,
providing a wealth of technical and commercial industry experience.
The acquisition of Oncongeni will also welcome blue chip sector
investors to the register of the Company."
Enquiries:
Roquefort Therapeutics plc
+44 (0)20 3290
Stephen West (Chairman) 9339
Buchanan (Public Relations)
Ben Romney / Jamie Hooper / George
Beale
+44 (0)20 7466
Optiva Securities Limited (Broker) 5000
+44 (0)20 3411
Christian Dennis 1881
For further information, please visit www.roquefortplc.com and
@RoquefortTherap on Twitter.
LEI: 254900P4SISIWOR9RH34
This announcement contains inside information for the purposes
of Article 7 of the UK version of the EU Market Abuse Regulation
(2014/596/EU) (incorporated into UK law by virtue of the EUWA) and
the relevant provisions of the EU Market Abuse Regulation
(2014/596/EU) . Upon the publication of this announcement via
Regulatory Information Service, this inside information is now
considered to be in the public domain.
DISCLAIMER
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations concerning, amongst other things,
the amount of capital which will be returned by the Company and the
taxation of such amounts in the hands of Shareholders. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company, Optiva and their respective affiliates
expressly disclaim any obligation or undertaking to update, review
or revise any forward-looking statement contained in this
announcement to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000 (as amended), the Listing Rules
published by the FCA, the Prospectus Regulation Rules or other
applicable laws, regulations or rules.
The Existing Ordinary Shares and the New Ordinary Shares have
not, nor will they be, registered under the US Securities Act of
1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the
Company may not be offered or sold directly or indirectly in or
into the United States unless registered under the US Securities
Act or offered in a transaction exempt from or not subject to the
registration requirements of the US Securities Act or subject to
certain exceptions, into Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the
Republic of South Africa. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. All of the value of an investor's
investment in the Company will be at risk. Past performance is not
a guide to future performance and the information in this document
relating to the matters described in it cannot be relied upon as a
guide to future performance. Persons needing advice should contact
a professional adviser.
INTRODUCTION
Background to and reasons for the Acquisition
Roquefort Therapeutics was established to pursue opportunities
in early stage biotechnology companies. The Company listed on the
Standard List of the London Stock Exchange on 22 March 2021, and on
21 December 2021 the Company completed the acquisition of Lyramid
Pty Limited, thereby becoming a leader in the development of
medicines for a promising new therapeutic target, Midkine ("MDK"),
a human growth factor associated with a number of disease settings
including cancer progression.
Oncogeni is a UK private biotechnology company founded in 2019,
with an experienced leadership team that is developing cell and RNA
based cancer medicines - which the Board believes is very
complementary to the Company's existing pre-clinical drug
development business.
After careful consideration, the Board unanimously decided to
proceed with the Acquisition. Upon success, the Board considers the
Oncogeni opportunity aligned with its existing business strategy
and offers the opportunity to increase the chance of providing
Shareholders with an attractive total return achieved primarily
through capital appreciation.
The key reasons for the decision to proceed with the Acquisition
are as follows:
-- Oncogeni has developed two families of innovative cell and
RNA oncology medicines, both in pre-clinical development, which are
protected by nine patents;
-- The Acquisition transforms the Company into a material
oncology focused biotech company with a complementary portfolio of
four novel cancer programs and an experienced leadership team with
a track record in drug development;
-- The expanded product portfolio provides greater upside
potential and development risk mitigation, while still largely
protecting the potential upside of the existing Midkine programs
for existing shareholders;
-- Oncogeni has an expert leadership team including Nobel
Laureate, Professor Sir Martin Evans and an experienced
biotechnology CEO, Ajan Reginald;
-- The Oncogeni team has a track record in drug development,
regulatory approvals and biotech transactions;
-- The Acquisition introduces new shareholders into the Company,
including Daiichi Sankyo, a global pharmaceutical company and CH
Health, a specialist biotech venture capital investor;
-- The Acquisition, together with the Placing, creates a
portfolio of four fully funded programs, which represent real
options to produce up to four medicines that can be submitted for
human clinical trial approval with the requisite package of
information for a licensing deal or sale; and
-- The average valuation of biotechnology companies with a
single lead asset completing pre-clinical development is US$71M
(GBP55M, 2005-2020), and the acquisition of Oncogeni creates a
material portfolio with an increased probability of reaching this
significant valuation milestone.
History of Oncogeni
Oncogeni Limited is a company limited by shares incorporated and
domiciled in England. Oncogeni was formed in May 2019 to develop
novel patented cancer drugs and was founded by Nobel Laureate,
Professor Sir Martin Evans and biotechnology CEO and ex-Roche
senior executive, Ajan Reginald.
Oncogeni has two exclusive global licences to develop two
families of innovative cell and RNA medicines:
-- Licence Agreement with Cell Therapy Limited, the owner of
three patent families covering intellectual property around
specific Mesodermal Killer (MK) cells; and
-- Licence Agreement with SIRNA Limited, the owner of six
patents covering intellectual property around novel siRNAs (small
interfering RNA).
Overview of Products
Oncogeni has developed two families of innovative cell and RNA
medicines, both in pre-clinical development, which are protected by
nine patents:
-- Mesodermal Killer ("MK") cells : a new class of cellular
medicine engineered to kill cancer cells both directly and by
enhancing the activity of natural killer cells; and
-- Small interfering RNA ("siRNA") therapeutics : kill cancer
cells by inhibiting a novel cancer target STAT6, (signal transducer
and activator of transcription 6).
Both MK and siRNA families consist of four to six drug
candidates each i.e., MK1-6 and siRNA 1-4. Each candidate is
protected by composition of matter patents and has the potential to
be a new medicine subject to the successful completion of
development.
The MK have shown the ability to kill cancer cells directly
(cytotoxicity) and the ability to attract and activate (prime)
natural killer cells ("NK"). NKs are believed to show great
potential for treating cancers. However, NK cells are functionally
suppressed owing to multiple immunosuppressive factors in cancer;
thus, releasing the suppressed state of NK cells by attracting and
activating NKs is a promising solution for immunotherapy.
MK cell candidates demonstrated significant direct cytotoxicity
(P<0.05) in validated in vitro models of chronic myelogenous
leukaemia and plasma cell myeloma. The MK candidates also
demonstrated the ability to significantly increase (P<0.05) the
cytotoxicity of NK cells cytotoxicity in validated in vitro models
of chronic myelogenous leukaemia and plasma cell myeloma.
The siRNA family consists of multiple patented potential siRNA
medicines that have demonstrated inhibition of STAT6 production and
anti-cancer activity in validated in vitro and in vivo models of
breast and colon cancer. These STAT6 siRNAs demonstrated a
significant reduction (P<0.01) in proliferation of both
colorectal and breast with an 50% reduction in cell growth at seven
days. This anti-cancer effect was replicated in validated an in
vivo model of colorectal cancer with a significant reduction
(P<0.05) in cancer weight and volume to 28 days.
Mesodermal Killer (MK) cells
MK cells are a new, unique and patented class of engineered
cellular medicine. The MK cell is capable of killing cancer cells
directly, i.e. cancer cell cytotoxicity and capable of priming /
activating NK cells (i.e. increasing the proliferation and/or
cytotoxic activity of NK cells). The MK cell is named after the NK
cell because it displays similar natural killer characteristics,
but it is tissue engineered from mesodermal cells and is quite
distinct and different from NK cells in its composition, function
and characteristics. MK cells were derived from the novel cellular
medicines platform invented by Professor Sir Martin Evans, 2007
Nobel Laureate in Physiology or Medicine.
MK cells have demonstrated significantly increased cytotoxicity
(P<0.05) in validated in vitro models of chronic myelogenous
leukaemia and plasma cell myeloma. Incubation with MK cells
significantly increased (P<0.01) the cytotoxicity of NK cells in
validated in vitro models of chronic myelogenous leukaemia and
plasma cell myeloma.
The MK cells are patented and identified by a unique 'finger
print' consisting of six unusual receptors detectable on the
surface of the MK cells (CD16, CD96, CD112, CD137L, CD178, CD253
and CD277) and the absence of three more common cell surface
markers (CD34, CD45 and CD56). The six receptors present on MKs
confer key functions in direct cytotoxicity cells via
contact-dependent cell lysis or antibody-dependent cell-mediated
cytotoxicity (ADCC) and through the attraction and priming of NK
cells.
A key advantage of the MK cells is that they are mesodermal
cells, which are typically safe. There is good evidence that these
mesodermal cells are safe in human subjects. Thus MK cells are
cytotoxic, but are not expected to induce any of the side effects
of other cytotoxic cellular therapies, such as Chimeric Antigen
Receptor-T (CAR-T) cells. In particular, MK cells are not expected
to induce cytokine release syndrome (CRS; aka cytokine storm),
macrophage activation syndrome (MAS) and off-target effects.
Novel siRNAs (small interfering RNA)
siRNA, also known as short interfering RNA, is a type of
non-coding double-stranded RNA of 20-23 nucleotide base pairs in
length. As the name suggests, it acts by interfering with the
expression of the specific gene having a complementary sequence.
The siRNA binds specifically to the single gene at a particular
location for gene silencing and regulation. The therapeutic
potential of siRNAs has been verified in the treatment of cancer
and although cancer-related RNAi drugs have not been marketed, they
still have tremendous therapeutic potential.
STAT6 siRNA act to inhibit the production of STAT6 (signal
transducer and activator of transcription 6) by cancer cells. STAT6
is an intracellular target which is not amenable to targeting with
traditional therapeutics. STAT6 is strongly expressed in various
tumours and is most highly expressed in human malignant lymphomas
and pancreatic, colorectal, prostate and breast cancers. STAT6 is
associated with cancer cell proliferation, an increased malignancy
and poor prognosis. Thus, techniques aimed at reducing or blocking
STAT6 expression may be useful in treating STAT6 high cancers.
Oncogeni's STAT6 siRNA family consists of multiple patented
potential siRNA medicines that have demonstrated inhibition of
STAT6 production and anti-cancer activity in validated in vitro and
in vivo models of breast and colon cancer.
These STAT6 siRNAs demonstrated a significant reduction
(P<0.01) in proliferation of both colorectal and breast with an
50% reduction in cell growth at 7 days. This anti-cancer effect was
replicated in a validated in vivo model of colorectal cancer with a
significant reduction (P<0.05) in cancer weight and volume to 28
days. The clinical relevance of these findings include that
silencing STAT6 could lead to better prognosis in later stages of
cancer and may reduce the need for chemotherapy, and thus the side
effects linked to it, while still reducing cancer size and killing
the cells.
Laboratory & GMP Manufacturing Facilities
Oncogeni's state of the art UK facility located in
Stratford-upon-Avon includes the infrastructure required for the
pre-clinical development of the Enlarged Group's portfolio of
antibodies, oligonucleotides and cell and gene therapies. The
Oncogeni siRNA and MK therapeutics were developed in this secure
and dedicated facility built in 2017, encompassing over 5,000 sq.
ft of co-located laboratory and office space designed for
biotechnology, by Professor Sir Martin Evans and his team.
The facility includes the clean room, laminar flow cabinets and
cryopreservation infrastructure required for pre-clinical
development of innovative new medicines particularly cell and gene
therapies. During the pandemic the facilities were utilised for the
development and clinical trials of novel medical diagnostics.
Oncogeni has access to a GMP manufacturing facility designed for
the manufacture of biological (cell and antibody) candidate
medicines. The EU facility has successfully manufactured products
for US, EU and UK approved clinical trials and includes
state-of-the art clean room laboratories with laminar flow
cabinets, cryo-preservation and on-site quality control laboratory.
Utilisation of this facility for the pharmacological manufacturing
development of the portfolio of antibodies, oligonucleotides, cell
and gene therapies and potential manufacture for clinical trials
can provide a significant strategic cost / time advantage to the
Group.
KEY TERMS OF THE ACQUISITION
Pursuant to the Acquisition Agreement, the Company has
conditionally agreed to acquire the entire issued capital of
Oncogeni in exchange for the sum of GBP5,500,000 to be satisfied by
the issue of the Consideration Shares to the Sellers.
The Consideration Shares to be issued pursuant to the
Acquisition will be credited as fully paid and rank pari passu in
all respects with the Existing Ordinary Shares in issue including
the right to receive all future dividends or other distributions
declared, made or paid after the date of issue. The Consideration
Shares (assuming the full number of 7,249,998 Placing Shares are
subscribed) will represent approximately 38.7 % of the Enlarged
Issued Share Capital.
The Acquisition Agreement may be terminated by the Company in
certain customary limited circumstances, including where the
Company becomes aware of a material breach of warranty or material
breach of interim covenant prior to Admission. The Acquisition
Agreement contains customary warranties and indemnities relating to
Oncogeni and its business and assets, given by certain of the
Sellers holding in aggregate 52.98% of the issued share capital of
Oncogeni in relation to general and operational warranties and a
customary tax covenant in favour of the Company. Claims under the
Acquisition Agreement are subject to certain financial, time and
other limitations.
Conditions of the Acquisition
Completion of the Acquisition is conditional, inter alia,
upon:
-- approval by the FCA, and the publication, of the Prospectus
relating to the issue of the Consideration and Placing Shares;
-- all necessary regulatory consents and approvals having been
granted to the Buyer by the Panel on Takeovers and Mergers;
-- the passing of the Resolutions at the Annual General Meeting;
-- the Consideration Shares and the Placing Shares having been
issued and allotted unconditionally subject only to their
Admission;
-- there having occurred in the period between the signing date
and completion of the Acquisition no material breach of any of the
Seller's interim covenants in the Acquisition Agreement, no
material breach of warranties and no material adverse change in
relation to Oncogeni; and
-- Admission.
If the conditions are not satisfied or waived (if capable of
waiver) on or before the 30 September 2022 (or such later date as
the Company and the Sellers may agree), the Acquisition Agreement
will terminate and cease to be of any effect save for certain
customary surviving provisions.
Lock-in undertaking
Pursuant to the Acquisition Agreement, certain Sellers with a
shareholding in Oncogeni of greater than 3% ("Lock-in Sellers")
shall also enter into a lock-in agreement with the Company
conditional on Admissi on on market standard terms. Under the
lock-in agreement, the Lock-in Sellers will agree that they will
not, without the consent of the Company, dispose of the legal or
beneficial interest in the Consideration Shares or grant a right or
charge over such Shares for a period of 6 months from Admission in
relation to all of the Consideration Shares.
PROPOSED PLACING
In conjunction with the Acquisition and subject to Admission,
the Company proposes to issue 7,249,998 Placing Shares to the New
Investors at the Placing Price of GBP0.14 per share.
Assuming all the Placing Shares are taken up, the Placing is
expected to raise approximately GBP1,015,000 before expenses.
Mr Ajan Reginald (proposed CEO and Executive Director) and Prof.
Sir Martin Evans (proposed Group CSO and Executive Director) are
participating in the Placing by way of a subscription for a total
of 1,714,284 Placing Shares, of which 1,357,142 Placing Shares are
being subscribed for by Mr Reginald and 357,142 Placing Shares are
being subscribed for by Prof. Evans. Mr Stephen West (Executive
Chairman) is also participating in the Placing by way of a
subscription for a total of 19,484 Placing Shares.
The proceeds of the Placing will be used to finance the Oncogeni
pre-clinical drug development programs and additional working
capital of the Enlarged Group .
The Company and the New Investors entered into Subscriptions
Agreements in June 2022 pursuant to which, subject to certain
conditions the New Investors have agreed to subscribe for the
Placing Shares at the Placing Price . The Placing is conditional,
inter alia, on:
-- the Acquisition Agreement becoming unconditional in all respects save for Admission;
-- approval by the FCA of the Prospectus and the publication of the Prospectus;
-- the Resolutions being passed at the Annual General Meeting; and
-- Admission occurring no later than 8:00 a.m. on 30 September 2022.
The Placing Shares (assuming the full number of 7,249,998
Placing Shares are taken up) will represent approximately 5.6% of
the Enlarged Issued Share Capital.
The Placing Price of GBP0.14 represents a premium of 75% to the
Company's mid-market closing price as at 21 June 2022, being the
last date on which the Company's shares were traded prior to this
announcement.
BOARD AND MANAGEMENT APPOINTMENTS
In connection with the Acquisition it is proposed that the
following individuals are appointed to the Board on Completion:
-- Professor Sir Martin Evans, Nobel Laureate to be appointed as
Group Chief Scientific Officer and Executive Director of the
Company : Sir Martin was the first scientist to identify embryonic
stem cells, which can be adapted for a wide variety of medical
purposes. His discoveries are now being applied in virtually all
areas of biomedicine - from basic research to the development of
new therapies. In 2007, he was awarded the Nobel Prize for
Medicine, the most prestigious honour in world science, for these
"ground-breaking discoveries concerning embryonic stem cells and
DNA recombination in mammals."
Sir Martin has published more than 120 scientific papers. He was
elected a Fellow of the Royal Society in 1993 and is a founder
Fellow of the Academy of Medical Sciences. He was awarded the
Walter Cottman Fellowship and the William Bate Hardy Prizes in 2003
and in 2001 was awarded the Albert Lasker Medal for Basic Medical
Research in the US. In 2002 he was awarded an honorary doctorate
from Mount Sinai School of Medicine in New York, regarded as one of
the world's foremost centres for medical and scientific training.
He has also received honorary doctorate awards from the University
of Bath, University of Buckinghamshire, University College London,
University of Wales and the University of Athens. Sir Martin gained
his BA in Biochemistry from Christ College, University of Cambridge
in 1963. He received an MA in 1966 and a DSc in 1966. In 1969 he
was awarded a PhD from University College, London. He joined the
Cardiff University School of Biosciences in 1999. He was knighted
in 2004 for his services to medical science and in 2009 was awarded
the Gold Medal of the Royal Society of Medicine in recognition of
his valuable contribution to medicine. In 2009 he also received the
Baly Medal from the Royal College of Physicians and the Copley
Medal, the Royal Society's oldest award, joining an eminent list of
previous recipients including Albert Einstein.
-- Ajan Reginald to be appointed Chief Executive Officer and
Executive Director of the Company : Ajan is an experienced
biotechnology CEO with a track record in drug development, biotech
transactions and commercialisation. Over 20 years, he has served as
the Global Head of Emerging Technologies for Roche Group (SWX:
ROG), Chief Operating Officer and Chief Technology Officer of
Novacyt S.A (LON: NCYT) and CEO of Celixir Ltd.
With Prof. Sir Martin Evans, Ajan founded Celixir PLC, and
developed a novel cardiac cellular medicine which completed
pre-clinical development and won FDA, MHRA and EU regulatory trial
approvals. Celixir completed a licensing for the Japan market only
with Daiichi Sankyo, a Japanese Big Pharma company which included a
GBP12.5M upfront payment and an GBP5M equity investment which
valued Celixir at GBP220M.
Ajan is an alumni of Harvard Business School (AMP) and is
recipient of the Fulbright Scholarship. He is also a graduate of
the University of Oxford (MSc Experimental Medicine), Kellogg
Business School (MBA) Northwestern University and University of
London (BDS). He has represented England at the Hockey Masters
World Cup and European Championships.
-- Dr Darrin M Disley OBE to be appointed Non-Executive Director
of the Company: Darrin is a renowned scientist, entrepreneur, angel
investor and enterprise champion who has started, grown, or
invested in over 40 start-up life science, technology and social
enterprises, raising US$600 million in business financing and
closing US$700 million in commercial deals. He was CEO of Horizon
Discovery Group plc for 11 years, during which he led the company
from start-up through a US$113 million IPO, and rapid scale-up
powered by multiple acquisitions of US peer companies to become a
global market leader in gene editing and gene modulation
technologies. He was awarded a lifetime Queen's Award for
Enterprise Promotion in 2016 for his work in promoting enterprise
across the UK and appointed OBE in 2018 for his services to
business and enterprise in the healthcare sector.
Mark Freeman has agreed to resign as non-executive director of
the Company on the same date that the above appointments become
effective.
In addition to the abovenamed Board appointments, Professor
Armand Keating FRCPC, MD is being appointed as an independent Chief
Medical Officer (as a non-board position). Armand is an
internationally recognised leader in blood and marrow
transplantation and cell therapy. He is a Professor of Medicine and
of Biomedical Engineering at the University of Toronto. He is a
past President of the American Society of Hematology and a past
President of the American Society for Blood and Marrow
Transplantation. He has served in a number of advisory roles at the
US National Institutes of Health and more recently for the New
Organ Alliance and NASA. He held the position of Chief, Medical
Services at Princess Margaret Hospital for a decade and was the
Division Director of Hematology at the University of Toronto. His
research and clinical interests focus on cell-based tissue
regeneration, anti-cancer cell therapy, and blood and marrow
transplantation. He has conducted laboratory, translational and
clinical research in these areas, particularly on the biology and
clinical application of mesenchymal stromal cells and NK cells.
SHAREHOLDINGS
Immediately following Admission, and assuming that no further
Ordinary Shares are issued prior to or upon Admission other than
the New Ordinary Shares, the shareholdings of the Directors
(including the new directors detailed above) will be as
follows:
Existing & New Ordinary Shares % of issued % of Enlarged
Directors share Share
capital Capital
------------------------------- ---------------------- ---------------- -------------
Stephen West(1) 4,569,484 6.3% 3.5 %
Ajan Reginald 11,627,786 - 9.0 %
Prof. Sir Martin
Evans 357,142 - 0.3 %
Dr Darrin M Disley 710,053 - 0.5 %
Jean Duvall - - -
Dr Simon Sinclair - - -
Dr Michael Stein - - -
------------------------------- ---------------------- ---------------- -------------
(1) 4,418,484 shares held by Cresthaven Investments Pty
Ltd (ATF the Bellini Trust) - an entity associated with
S West
In addition to the interest in shares of the Directors noted
above, and assuming that no further Ordinary Shares are issued
prior to or upon Admission other than the New Ordinary Shares, it
is expected that immediately following Admission, the following
persons will be interested in 3 per cent. or more of the Enlarged
Issued Share Capital:
Name Ordinary Shares % of issued % of Enlarged Share
share
capital Capital
----------------------------- --------------------- ----------------- -------------------
Jane Whiddon 7,300,000 10.1% 5.7 %
Abdelatif Lachab 7,200,000 10.0% 5.6 %
Mubasher Sheikh 5,744,870 - 4.4 %
Provelmare SA 5,000,000 6.9% 3.9 %
Zita Sheikh 4,018,910 - 3.1 %
Mark Rollins 4,000,000 5.6% 3.1 %
Kathryn Fallon 3,905,215 - 3.0%
----------------------------- --------------------- ----------------- -------------------
If no further issue of Ordinary Shares takes place prior to or
upon Admission other than the New Ordinary Shares, it is not
expected that any other person will have an interest exceeding 3
per cent. of the Enlarged Issued Share Capital.
PROSPECTUS
In order to implement the Acquisition, the Placing and
Admission, the Company is required to have approved by the FCA and
to publish the Prospectus, prepared in accordance with the
Prospectus Regulation Rules, and setting out further information on
the Acquisition, the Placing and Admission and the Enlarged Group.
The Prospectus will be available at the Company's website:
www.roquefortplc.com as soon as practicable following its
publication and a further announcement will be made in due
course.
ANNUAL GENERAL MEETING
Implementation of the Acquisition, the issue of Consideration
Shares, the Placing and certain related matters require the
approval of Shareholders at a general meeting of the Company.
Accordingly, at the Annual General Meeting being held at 10.00am on
30 June 2022, resolutions to approve the following have been
proposed:
-- To grant the directors sufficient general authority to allot
the Consideration Shares and the Placing Shares referred to in this
announcement and a further authority to allot shares calculated by
reference to the Enlarged Issued Share Capital.
-- To disapply statutory pre-emption rights in connection with
the allotment of the Consideration Shares and the Placing Shares
referred to in this announcement and a further authority to allot
shares calculated by reference to the Enlarged Issued Share
Capital.
A notice convening the Annual General Meeting to approve the
Resolutions was posted to Shareholders on 7 June 2022.
DEFINITIONS
Acquisition the proposed acquisition by the
Company of the entire issued
share capital of Oncogeni pursuant
to the terms of the Acquisition
Agreement;
Acquisition Agreement means the conditional agreement
dated 21 June 2022 made between
the Company and the Sellers relating
to the Acquisition ;
Admission means the admission of the Enlarged
Issued Share Capital to the Official
List by way of a Standard Listing
and to trading on the London
Stock Exchange's Main Market
for listed securities;
Annual General Meeting the annual general meeting of
the Company being held at 10.00am
on 30 June 2022 at which, inter
alia, the Resolutions will be
proposed;
Company means Roquefort Therapeutics
plc, a company incorporated in
England & Wales whose registered
office address is at Eccleston
Yards, 25 Eccleston Place, London,
England, SW1W 9NF with company
number 12819145;
Completion means completion of the Acquisition;
Consideration Shares means the 50,000,000 new Ordinary
Shares to be issued to the Sellers
as consideration for the Acquisition;
Directors, Board or Board of means the current directors of
Directors the Company or the board of directors
from time to time of the Company,
as the context requires, and
" Director " is to be construed
accordingly;
Enlarged Group means the Company, Lyramid Pty
Limited, Tumorkine Pty Limited
and Oncogeni;
Enlarged Issued Share Capital means the share capital of the
Company immediately following
the issue of the New Ordinary
Shares;
EUWA The European Union (Withdrawal)
Act 2018;
Existing Ordinary Shares means the 71,900,000 Ordinary
Shares of GBP0.01 each in issue
as at the date of this Document;
FCA means the UK Financial Conduct
Authority;
FSMA means the UK Financial Services
and Markets Act 2000, as amended;
GBP, pounds sterling or GBP means British pounds sterling;
Listing Rules means the listing rules made
by the FCA under section 73A
of FSMA as amended from time
to time;
London Stock Exchange means London Stock Exchange Group
plc;
Main Market means the main market for listed
securities of the London Stock
Exchange;
Market Abuse Regulation or MAR the UK version of the EU Market
Abuse Regulation (2014/596/EU)
(incorporated into UK law by
virtue of the EUWA) and the relevant
provisions of the EU Market Abuse
Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares and
the Consideration Shares;
Official List means the official list maintained
by the FCA;
Oncogeni means Oncogeni Limited, a private
limited company registered under
company number 12021845, with
its registered office at Celixir
House, Innovation Way, Stratford-upon-Avon,
United Kingdom, CV37 7GZ;
Ordinary Shares means the ordinary shares of
GBP0.01 each in the capital of
the Company including, if the
context requires, the New Ordinary
Shares;
Placee any person that has conditionally
agreed to subscribe for Placing
Shares in the Placing;
Placing means the proposed placing of
the New Ordinary Shares by the
Company at the Placing Price,
conditional inter alia on Admission;
Placing Price means GBP0.14 per New Ordinary
Share;
Placing Shares means the 7,249,998 new Ordinary
Shares proposed to be issued
and allotted pursuant to the
Placing;
Prospectus means the prospectus relating
to the Acquisition, the Placing,
Admission and the Enlarged Group
;
Prospectus Regulation Rules the Prospectus Regulation Rules
made by the FCA under Part VI
of the FSMA;
Regulated Activities Order the Financial Services and Markets
Act 2000 (Regulated Activities)
Order 2001 (as amended);
Resolutions means the resolutions to be put
to the Shareholders at the Annual
General Meeting;
Restricted Jurisdiction means the United States, Canada,
Japan, Australia and the Republic
of South Africa;
SEC means the U.S. Securities and
Exchange Commission;
Securities Act means the U.S. Securities Act
of 1933, as amended;
Sellers means the shareholders of Oncogeni
being the sellers of the entire
share capital of Oncogeni pursuant
to the Acquisition Agreement;
Shareholders means the holders of Ordinary
Shares;
Standard Listing means a standard listing under
Chapter 14 of the Listing Rules;
UK Relevant Persons persons who (if they are in the
UK) are (i) persons having professional
experience in matters relating
to investments falling within
the definition of 'investment
professionals' in Article 19(5)
of the Financial Services and
Markets Act 2000 (Financial Promotion)
Order 2005 (the " Order " );
or (ii) persons who are high
net worth bodies corporate, unincorporated
associations and partnerships
and the trustees of high value
trusts, as described in Article
49(2)(a) to (d) of the Order;
or (iii) persons to whom it may
otherwise be lawful to distribute;
United Kingdom or U.K. means the United Kingdom of Great
Britain and Northern Ireland;
United States or U.S. means the United States of America;
and
US$ or USD US dollars, the lawful currency
of the United States of America.
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END
ACQFBMFTMTJTBIT
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