TIDMSCLP
RNS Number : 3585L
Scancell Holdings Plc
18 April 2018
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, OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF IRELAND, THE RUSSIAN FEDERATION OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF
THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN
ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE
INFORMATION PROVIDED IN THE "IMPORTANT NOTICE" SECTION.
18 April 2018
Scancell Holdings plc
("Scancell" or the "Company")
Result of the Placing and Subscription
PDMR shareholding
and
Open Offer
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer, is pleased to announce
the completion of the Placing and Subscription announced earlier
today.
The Company has conditionally raised, in aggregate,
approximately GBP7.5 million, before expenses, by way of the
Placing of 57,411,001 Placing Shares and Subscription of 4,999,999
Subscription Shares at the Issue Price of 12 pence per share. The
Placing Shares and Subscription Shares represent approximately 16.7
per cent. of the issued share capital of the Company as enlarged by
the Placing and Subscription. The Issue Price represents a discount
of approximately 31.4 per cent. to the middle market closing price
of an Ordinary Share as at 17 April 2018, being the last
practicable date prior to the date of this announcement. The
Placing and Subscription, which was oversubscribed, has received
support from both existing and new Shareholders.
The proceeds of the Placing and Subscription of approximately
GBP6.9 million (after fees and expenses) together with the gross
proceeds of up to GBP2.0 million from the Open Offer which was also
announced earlier today, will be used to:
-- Commence the SCIB1-checkpoint inhibitor Phase 2 US
combination study in late stage melanoma, planned to start in Q4
2018 (subject to FDA approval) utilising the Ichor TriGrid v2.0
electroporation device;
-- Support the Cancer Research UK ("CRUK") development of SCIB2
for non-small-cell lung carcinoma ("NSCLC");
-- Commence the First-In-Human study with Modi-1 in patients
with triple-negative breast cancer ("TNBC"), ovarian cancer and
sarcoma planned to start in H1 2019;
-- Identify Modi-specific T-cell receptors in collaboration with BioNTech; and
-- Initiate pre-clinical Modi-2 development programme for
oesophageal, gastric, pancreatic and colorectal cancers.
Dr Cliff Holloway, Chief Executive Officer of Scancell,
commented:
"We thank our existing and new investors for their investment to
advance our innovative pipeline of cancer immunotherapies. Their
support demonstrates confidence in our strategy, science and team
and we look forward to updating the market on our progress."
A Circular to Qualifying Shareholders, including further details
of the Open Offer, is expected to be dispatched tomorrow, and will
also be available on the Company's website at the same time at
www.scancell.co.uk. Panmure Gordon (UK) Limited is acting as
financial adviser, nominated adviser and corporate broker to the
Company in relation to the Placing.
The Placing and Subscription are conditional, inter alia, upon
First Admission becoming effective. The Placing and Subscription
are also conditional upon the Placing and Open Offer Agreement not
being terminated. An application has been made to the London Stock
Exchange for admission to trading on AIM of the Placing Shares and
Subscription Shares ("First Admission"), and it is expected that
First Admission will become effective and that dealings in the
Placing Shares and Subscription Shares will commence on or around
8.00 a.m. (London time) on 20 April 2018.
Scancell's enlarged issued number of shares immediately
following First Admission will be 374,469,098 Ordinary Shares with
voting rights attached. The Company has no shares in Treasury;
therefore upon, and subject to First Admission, the total number of
voting rights in Scancell will be 374,469,098. This figure may be
used by Shareholders as the denominator for the calculations by
which they will determine whether they are required to notify an
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules sourcebook.
A further announcement will be made regarding the issuance and
application for admission to trading on AIM of the Open Offer
Shares and the new total number of voting rights in Scancell
following closing of the Open Offer and Second Admission in due
course. It is expected that Second Admission will take place on or
around 9 May 2018. The issue and allotment of the Open Offer Shares
remains conditional upon, inter alia, Second Admission taking place
and the Placing and Open Offer Agreement otherwise remaining in
full force and no material breach of its terms having occurred.
The Placing Shares, Subscription Shares and Open Offer Shares
will be issued credited as fully paid and will, on issue, be
identical to and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions thereafter declared, made or paid following the
date of its admission.
PDMR shareholding and related party transaction
Dr John Chiplin, Executive Chairman, has subscribed for 900,000
Placing Shares at the Issue Price. As at 17 April 2018 (being the
latest practicable date prior to the publication of this
announcement) and, subject to and immediately following First
Admission, the interest of Dr John Chiplin in the issued share
capital of the Company is as follows:
Number of
Number of Percentage Number Ordinary Percentage
Ordinary of existing of Placing Shares of Ordinary
Shares currently Ordinary Shares subscribed held on Shares on
Name held Shares for First Admission First Admission
Dr John Chiplin 1,100,000 0.35% 900,000 2,000,000 0.53%
The participation by Dr John Chiplin in the Placing constitutes
a related party transaction for the purposes of the AIM Rules. The
independent Directors for the purpose of the Placing, being all
directors of the Company other than Dr John Chiplin, 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 Shareholders are concerned.
Open Offer
The Open Offer is for up to 16,666,667 Open Offer Shares at 12
pence per Ordinary Share to raise up to GBP2.0 million, which will
provide Qualifying Shares with the opportunity to subscribe for
Open Offer Shares on the basis of:
1 Open Offer Share for every 19 Existing Ordinary Shares
Expected Timetable of Principal Events
Record Date for the Open Offer 6.00 p.m. on 17 April
2018
Announcement of the Placing, Subscription 18 April 2018
and Open Offer
Ex-entitlement Date 19 April 2018
Publication of this document and the Application 19 April 2018
Form
Open Offer Entitlements credited to CREST 20 April 2018
Stock Accounts of Qualifying CREST Shareholders
First Admission 20 April 2018
Recommended last time and date for requesting 4.30 p.m. on 30 April
withdrawal of Open Offer Entitlements from 2018
CREST
Latest time and date for depositing Open 3.00 p.m. on 1 May
Offer Entitlements into CREST 2018
Latest time and date for splitting Application 3.00 p.m. on 2 May
Forms (to satisfy bona fide market claims 2018
only)
Latest time and date for acceptance of the 11.00 a.m. on 4 May
Open Offer and receipt of completed Application 2018
Forms by Qualifying Non-Crest Shareholders
Announcement of result of Open Offer 8 May 2018
Second Admission and commencement of dealings 9 May 2018
in the Open Offer Shares
Open Offer Shares credited to CREST members' 9 May 2018
account
Despatch of definitive share certificates by 16 May 2018
for Open Offer Shares in certificated form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
All references are to London time unless stated otherwise.
Dealing codes
The ISIN of the Open Offer Entitlements: GB00BZ183P30
The ISIN of the Excess Open Offer Entitlements: GB00BZ184502
The capitalised terms not otherwise defined in the text of this
announcement are defined in Appendix I.
This announcement contains inside information for the purposes
of Article 17 of the Market Abuse Regulation (EU) No.596/2014. The
person responsible for arranging the release of this announcement
on behalf of the Company is Dr Cliff Holloway, a director of the
Company.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Dr John Chiplin
================================= ====================================
2 Reason for the notification
=======================================================================
a) Position/status Executive Chairman and PDMR
================================= ====================================
b) Initial notification/Amendment Initial notification
================================= ====================================
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
=======================================================================
a) Name Scancell Holdings plc
================================= ====================================
b) LEI 2138008RXEG856SNP666
================================= ====================================
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
=======================================================================
a) Description of the Ordinary Shares of 0.1 pence each
financial instrument,
type of instrument
================================= ====================================
b) Identification Code GB00B63D3314
================================= ====================================
c) Nature of the transaction Purchase of Ordinary Shares
================================= ====================================
d) Price(s) and volume(s) 900,000 Ordinary Shares
12 pence per Ordinary Share
================================= ====================================
e) Aggregated information
- Aggregated volume 900,000 Ordinary Shares
- Price 12 pence per Ordinary Share
================================= ====================================
f) Date of the transaction 18 April 2018
================================= ====================================
g) Place of the transaction London Stock Exchange, AIM
================================= ====================================
-S -
For more information, please contact:
Dr John Chiplin, Executive Chairman Scancell Holdings +44 (0) 20 3727
Dr Cliff Holloway, CEO plc 1000
Freddy Crossley/Emma Earl/Ryan McCarthy +44 (0) 20 7886
(Corporate Finance) Panmure Gordon 2500
Tom Salvesen (Corporate Broking)
+44 (0) 20 3727
Mo Noonan/Simon Conway FTI Consulting 1000
Notes for Editors
About Scancell
Scancell is developing novel immunotherapies for the treatment
of cancer based on its ImmunoBody(R) and Moditope(R) technology
platforms.
ImmunoBody(R) vaccines target dendritic cells and stimulate both
parts of the cellular immune system. They can be used as
monotherapy or in combination with checkpoint inhibitors. This
platform has the potential to enhance tumour destruction, prevent
disease recurrence and extend survival.
-- SCIB1, the lead programme, is being developed for the
treatment of melanoma. A phase 1/2 clinical trial has so far
successfully demonstrated survival data of more than five
years.
-- SCIB2 is being developed for the treatment of non-small cell
lung cancer and other solid tumours. Scancell has entered into a
clinical development partnership with Cancer Research UK for
SCIB2.
Moditope(R) represents a completely new class of potent and
selective immunotherapy agents. It stimulates the production of
killer CD4 T cells which overcome the immune suppression induced by
tumours, allowing activated T cells to seek out and kill tumour
cells that would otherwise be hidden from the immune system.
Moditope(R) alone, or in combination with other agents, has the
potential to treat of a wide variety of cancers.
-- Modi-1 is being developed for the treatment of triple
negative breast cancer, ovarian cancer and sarcomas.
For further details, please see our website:
www.scancell.co.uk
Important Notice
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
Panmure Gordon or by any of its 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. Panmure Gordon has not authorised the
contents of, or any part of, this Announcement.
Panmure Gordon, which is authorised by the FCA, is acting
exclusively for the Company and no-one else in connection with the
Capital Raise and will not regard any other person as a client in
relation to the Capital Raise 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 the Capital
Raise or any other matter referred to herein. Its responsibilities
as nominated adviser and 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 New Ordinary Shares in reliance on any part of this
Announcement.
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 30 April 2017.
Neither the Company nor Panmure Gordon undertakes 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 Ordinary Shares 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 Ordinary
Shares.
APPIX I
DEFINITIONS
In the Appendices to the Announcement and, as the context shall
admit, in the Announcement, the following terms shall have the
following meanings:
"Admission" means First and/or Second Admission, as the context
requires;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules" means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
"Announcement" means this announcement (including the appendices
to this announcement);
"Application Form" means the personalised application form which
will accompany the Circular on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open
Offer;
"Bookbuild" means the accelerated bookbuilding process to be
carried out by Panmure Gordon in seeking to procure Placees for the
Placing Shares;
"Capital Raise" means the Placing, Subscription and the Open
Offer, taken together;
"Circular" means the circular to be issued by the Company to
Shareholders including, inter alia, details and terms of the Open
Offer and attaching, to Qualifying Non-Crest Shareholders (other
than certain overseas Qualifying Non-CREST Shareholders), the
Application Form;
"Company" means Scancell Holdings plc, registered in England and
Wales with number 06564638, whose registered office is at John
Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford
OX4 4GP;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
"CRUK" means Cancer Research UK;
"Directors" or "Board" means the directors of the Company as at
the date of this Announcement;
"Enlarged Share Capital" means the issued share capital of the
Company assuming completion of the Placing, Subscription and
subscription of the Open Offer Shares in full;
"Excess Open Offer Entitlements" means in respect of each
Qualifying Shareholder, the entitlement (in addition to his or her
Open Offer Entitlement) to apply for Open Offer Shares pursuant to
the Excess Application Facility, subject to the terms and
conditions of the Open Offer;
"Existing Ordinary Shares" means the 312,058,098 Ordinary Shares
in issue (excluding the Placing Shares and Subscription Shares for
the avoidance of doubt);
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FDA" means the US Food and Drug Administration;
"Final Date" means the time or date as the Company and Panmure
Gordon may agree, not being later than 8.30 a.m. (London time) on
18 May 2018;
"First Admission" means the admission of all the Placing Shares
and the Subscription Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiary undertakings from
time to time;
"Issue Price" means 12 pence per New Ordinary Share;
"IND" means the Investigational New Drug application;
"London Stock Exchange" means London Stock Exchange plc;
"New Ordinary Shares" means, together, the Placing Shares, the
Subscription Shares and the Open Offer Shares;
"NSCLC" means non-small-cell lung carcinoma;
"Open Offer" means the conditional invitation to Qualifying
Shareholders to apply to subscribe for Open Offer Shares at the
Issue Price on the terms and subject to the conditions to be set
out in the Circular and, in the case of Qualifying Non-CREST
Shareholders only, the Application Form;
"Open Offer Entitlement" means the entitlement of Qualifying
Shareholders to subscribe for Open Offer Shares allocated to
Qualifying Shareholders to the Record Date pursuant to the Open
Offer;
"Open Offer Shares" means such number of new Ordinary Shares as
will be set out in the Circular, to be offered to Qualifying
Shareholders;
"Ordinary Shares" means the ordinary shares of par value 0.1
pence (GBP0.001) each in the capital of the Company;
"Panmure Gordon" means Panmure Gordon (UK) Limited, registered
in England and Wales with number 04915201, whose registered office
is at One New Change, London EC4M 9AF;
"Placees" the persons who have agreed to subscribe for Placing
Shares under the Placing;
"Placing" means the conditional placing of the Placing Shares by
Panmure Gordon with Placees in order to raise approximately GBP7.5
million, before expenses, on behalf of the Company, pursuant to the
Placing and Open Offer Agreement;
"Placing and Open Offer Agreement" means the placing and open
offer agreement dated the date of this Announcement between the
Company and Panmure Gordon in respect of the Placing and the Open
Offer;
"Placing Shares" means such number of new Ordinary Shares which
will be established by the Bookbuild and set out in the executed
Term Sheet;
"Prospectus Directive" means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
"Qualifying CREST Shareholders" means Qualifying Shareholders
holding Ordinary Shares in uncertificated form in CREST at the
Record Date;
"Qualifying Non-CREST Shareholders" means Qualifying
Shareholders holding Ordinary Shares in certificated form at the
Record Date;
"Qualifying Shareholders" means holders of Ordinary Shares on
the register of members of the Company at the Record Date with the
exclusion of Overseas Shareholders with a registered address or who
are resident in any Restricted Jurisdiction;
"Record Date" means 6.00 p.m. (London time) on 17 April
2018;
"Restricted Jurisdiction" means each and any of the United
States, Australia, New Zealand, Canada, the Republic of South
Africa, the Russian Federation, Japan, the Russian Federation, the
Republic of Ireland and any other jurisdiction where the extension
or the availability of the Placing or the Open Offer would breach
any applicable law or regulations;
"Second Admission" means the admission of the Open Offer Shares
to trading on AIM becoming effective in accordance with the AIM
Rules;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Shareholders" means holders of Ordinary Shares;
"Stock Account" means an account within a member account in
CREST to which a holding of a particular share or other security in
CREST is credited;
"Subscription" means the direct subscription with the Company
for the Subscription Shares at the Issue Price by certain investors
pursuant to the Subscription Letters;
"Subscription Letters" means the subscription letters entered
into between the Company and certain investors on or before the
date of the Announcement, pursuant to which such investors have
agreed to subscribe for the Subscription Shares;
"Subscription Shares" means the 4,999,999 new Ordinary Shares
proposed to be issued pursuant to the Subscription Letters;
"Term Sheet" means those terms of the Placing in the form set
out in the Placing and Open Offer Agreement to be executed by the
Company and Panmure Gordon following the close of the
Bookbuild;
"TNBC" means triple-negative breast cancer;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland; and
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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