TIDMSCLP
RNS Number : 2630N
Scancell Holdings Plc
08 May 2018
8 May 2018
Scancell Holdings plc
("Scancell" or the "Company")
Result of the Open Offer
and
PDMR shareholdings
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer, announced on 18 April
2018 the details of a Placing and Subscription pursuant to which it
had 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. Also the Company announced
that it was providing Qualifying Shareholders with an opportunity
to subscribe at the issue price of 12 pence per share, for up to
16,666,667 Open Offer Shares to raise gross proceeds of up to
GBP2.0 million by way of the Open Offer. The Placing and
Subscription completed on 20 April 2018 upon admission of the
Placing Shares and Subscription Shares to trading on AIM.
The Company has received valid acceptances in respect of
10,142,838 Open Offer Shares representing 60.9 per cent. of the
maximum Open Offer Shares available. All applications made pursuant
to the Open Offer including the Excess Shares applied for under the
Excess Application Facility have been met in full.
The Company has therefore conditionally raised gross proceeds of
approximately GBP1.2 million through the Open Offer and gross
proceeds of approximately GBP8.7 million in total through the Open
Offer and the Placing and Subscription combined. The Open Offer is
conditional upon, inter alia, Second Admission becoming effective
and the obligations under the Placing and Open Offer Agreement not
having been terminated in accordance with its terms.
Dr Cliff Holloway, Chief Executive Officer of Scancell,
commented:
"We would like to take this opportunity to once again thank our
shareholders, both existing and new, for their continued support.
The monies raised will enable us to progress the next phase of
clinical development of our innovative cancer treatments."
PDMR shareholdings and related party transaction
Certain Directors have subscribed for Open Offer Shares at the
Issue Price. As at 4 May 2018 (being the latest practicable
business date prior to the publication of this announcement) and,
subject to and immediately following Second Admission, the
interests of each such Director in the issued share capital of the
Company is as follows:
Number of
Ordinary Number Number of
Shares held Percentage of Open Ordinary Percentage
prior to of existing Offer Shares Shares of Ordinary
the Open Ordinary subscribed held following Shares following
Name Offer Shares for Second Admission Second Admission
Ms Kate Cornish-Bowden 103,823 0.03% 10,928 114,751 0.03%
Dr Sally Adams 58,823 0.02% 3,095 61,918 0.02%
The participation by each of Ms Kate Cornish-Bowden and Dr Sally
Adams in the Open Offer constitutes separate related party
transactions for the purposes of the AIM Rules for Companies. The
independent Directors for the purpose of the Open Offer, being all
directors of the Company other than Ms Kate Cornish-Bowden and Dr
Sally Adams, having consulted with the Company's nominated adviser,
Panmure Gordon, consider that the terms of each of the related
party transactions are fair and reasonable insofar as the
Shareholders are concerned.
Issue of Equity
An application has been made to the London Stock Exchange for
Second Admission. It is expected that Second Admission will occur
and that dealings will commence at 08:00 a.m. on 9 May 2018. The
total number of Ordinary Shares following the Second Admission will
be 384,611,936 with each share carrying the right to one vote. The
above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in Scancell under the FCA's Disclosure
Guidance and Transparency Rules sourcebook.
This announcement should be read in conjunction with the full
text of the Circular posted to Shareholders on 19 April 2018,
copies of which are available on the Company's website at
www.scancell.co.uk. Capitalised terms not otherwise defined in this
announcement have the meanings given in the Circular.
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 Ms Kate Cornish-Bowden
================================= ====================================
2 Reason for the notification
=======================================================================
a) Position/status Non-Executive Director 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) 10,928 Ordinary Shares
12 pence per Ordinary Share
================================= ====================================
e) Aggregated information
- Aggregated volume 10,928 Ordinary Shares
- Price 12 pence per Ordinary Share
================================= ====================================
f) Date of the transaction 8 May 2018
================================= ====================================
g) Place of the transaction London Stock Exchange, AIM
================================= ====================================
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Dr Sally Adams
================================= ====================================
2 Reason for the notification
=======================================================================
a) Position/status Executive Director 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) 3,095 Ordinary Shares
12 pence per Ordinary Share
================================= ====================================
e) Aggregated information
- Aggregated volume 3,095 Ordinary Shares
- Price 12 pence per Ordinary Share
================================= ====================================
f) Date of the transaction 8 May 2018
================================= ====================================
g) Place of the transaction London Stock Exchange, AIM
================================= ====================================
- ENDS -
For more information, please contact:
Dr John Chiplin, Executive Chairman Scancell Holdings +44 (0) 20 3727
Dr Cliff Holloway, CEO plc 1000
+44 (0) 20 7886
Freddy Crossley/Emma Earl/Ryan McCarthy Panmure Gordon 2500
+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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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