REG - Avacta Group PLC - Result of Placing

AvactaAnnouncement

29/02/2024 07:15

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RNS Number : 8748E  Avacta Group PLC  29 February 2024

THIS ANNOUNCEMENT 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, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF
AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ('MAR'). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ('RIS'),
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

29 February 2024

Avacta Group plc

("Avacta" or the "Company")

Result of Placing

Avacta Group plc (AIM: AVCT), a life sciences company developing innovative,
targeted oncology drugs and diagnostics, is pleased to announce that, further
to its announcement on 28 February 2024, the Company has successfully placed
51,269,609 Placing Shares at the Offer Price of 50 pence per Placing Share
with new and existing investors, including a number of high quality
institutions and a European specialist healthcare fund. In light of the strong
demand received both from existing investors and potential new holders, the
Board has decided to increase the size of the Placing from approximately £20
million to £25.7 million.

Concurrently with the Placing, certain Directors of the Company have
subscribed for, in aggregate, 130,000 Direct Subscription Shares pursuant to
the Direct Subscription at the Offer Price.

The Placing Shares and Direct Subscription Shares represent, in aggregate,
approximately 17.8% per cent. of the issued share capital of the Company
immediately prior to the announcement of the Placing.

Stifel Nicolaus Europe Limited ("Stifel"), Peel Hunt LLP ("Peel Hunt") and
Turner Pope Investments (TPI) Limited ("Turner Pope" and, together with Stifel
and Peel Hunt, the "Joint Bookrunners") acted as joint bookrunners in respect
of the Placing. Beech Hill Securities, Inc. ("Beech Hill") acted as US placing
agent.

The New Shares, when issued, will be credited as fully paid and will rank pari
passu in all respects with the Company's then existing Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or in respect of such shares after the date of issue.

As announced on 28 February 2024, the Company is also undertaking a REX Offer,
which is expected to close for applications at or around 11.00 a.m. on 4 March
2024 (although, eligible investors should note that financial intermediaries
may have earlier closing times.). The results of the REX Offer are expected to
be announced on or around 4 March 2024.

27,390,485 Firm Placing Shares and 130,000 Direct Subscription Shares will be
issued and allotted under the Company's existing share capital authorities.
23,879,124 Conditional Placing Shares and any REX Offer Shares that are
subscribed for will be issued and allotted conditional on shareholder approval
at the General Meeting at 11.00 a.m. on 18 March 2024. The Company expects to
post the circular, including the notice of General Meeting later today or
tomorrow.

Application has been made to the London Stock Exchange for admission of the
New Shares. It is expected that admission of the Firm Placing Shares and
Direct Subscription Shares will become effective at or around 8.00 a.m. on 4
March 2024 or such later time and date (being not later than 8.00 a.m. on 11
March 2024) and admission of the Conditional Placing Shares and such number of
REX Offer Shares as are subscribed for will become effective at or around 8.00
a.m. on 19 March 2024 or such later time and date (being not later than 8.00
a.m. on 26 March 2024), in each case as the Bookrunners and the Company may
agree.

Alastair Smith, Chief Executive Officer of Avacta Group plc, commented:

"Under very challenging market conditions we have raised financing that allows
Avacta to progress at full speed its lead pre|CISION™ targeted chemotherapy,
AVA6000, into the expansion and Phase 2 efficacy studies. The emerging
clinical data from the Phase 1 safety study strongly supports our belief that
pre|CISION™ can change the way in which cancer is treated and we are pleased
that we are now in a position to also progress the broader pre|CISION™
pipeline.

"Critically, this financing provides Avacta with 24 months of cash runway to
focus on advancing AVA6000 through the clinic, as well as progressing other
assets earlier in the development cycle to hit key commercial milestones."

 

Related Party Transactions

As referred to above, certain Directors of the Company, being Eliot Forster
(Chairman), Alastair Smith (CEO), Christina Coughlin (Head of Research &
Development) and Shaun Chilton (Non-Executive Director) have conditionally
agreed to subscribe for an aggregate of 130,000 Direct Subscription Shares in
the Direct Subscription at the Offer Price (the "Directors' Related Party
Transaction").

The number of Direct Subscription Shares subscribed for pursuant to the Direct
Subscription and the resulting shareholdings immediately following completion
of the Fundraise (excluding the REX Offer) are set out below:

 

                     At the date of this announcement                                                                                Immediately following completion of the Placing
 Name                Number of existing Shares  Percentage of existing Shares  Number of Direct Subscription Shares subscribed for*  Number of Shares held     Percentage of enlarged issued share capital*
 Eliot Forster       169,593                    0.06%                          20,000                                                189,593                   0.06%
 Alastair Smith      431,100                    0.15%                          20,000                                                451,100                   0.13%
 Christina Coughlin  -                          -                              50,000                                                50,000                    0.01%
 Shaun Chilton       -                          -                              40,000                                                40,000                    0.01%

 

* These numbers and percentages are calculated assuming that the Placing and
the Direct Subscription complete but do not include the potential additional
Shares that may be issued under the REX Offer which will be determined in due
course. They also assume no other Shares are issued before completion of the
Placing (being Second Admission).

Participation in the Direct Subscription will constitute related party
transactions for the purposes of the AIM Rules. Tony Gardiner, Trevor
Nicholls, Paul Fry and Mark Goldberg, being the independent Directors for the
purpose of the Direct Subscription, having consulted with the Company's
nominated adviser, Stifel, consider that the terms of the Directors' Related
Party Transaction are fair and reasonable insofar as Shareholders are
concerned.

Total Voting Rights

Following First Admission, the Company's enlarged issued ordinary share
capital will be 315,736,207. 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 their
interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

A further announcement will be made in relation to total voting rights in the
Company's share capital following the completion of the Conditional Placing
and REX Offer.

This announcement is released by the Company and contains inside information
under the UK Market Abuse Regulation, encompassing information relating to the
Fundraise described above. The person responsible for arranging for the
release of this announcement on behalf of the Company is Tony Gardiner, Chief
Financial Officer.

Capitalised terms used but not otherwise defined in the text of this
announcement shall have the meaning given to them in the Company's
announcement on 28 February 2024.

Enquiries:

 

 Avacta Group plc                                                            Tel: +44 (0) 1904 21 7070

 Alastair Smith, Chief Executive Officer                                     www.Avacta.com

 Tony Gardiner, Chief Financial Officer

 Michael Vinegrad, Group Communications Director
 Stifel (Joint Bookrunner, Nomad and Joint Broker)

 Nicholas Moore / Nick Adams / Samira Essebiyea / Nick Harland / Ben Good    Tel: +44 (0) 20 7710 7600

                                                                             www.stifel.com (http://www.stifel.com/)

 Peel Hunt (Joint Bookrunner, Joint Broker)                                  Tel: +44 (0) 20 7418 8900

 James Steel / Sohail Akbar / Patrick Birkholm                               www.peelhunt.com (http://www.peelhunt.com)

 Beech Hill Securities (US Placing Agent)                                    Tel: +1 212 350 7200

 George Billington / Thomas Lawrence / Vincent Iannuzzi                      www.beechhillsecurities.com (http://www.beechhillsecurities.com)

 Turner Pope (Joint Bookrunner)                                              Tel: +44 (0) 20 3657 0050

 James Pope / Andy Thacker                                                   www.turnerpope.com (http://www.turnerpope.com)

 Consilium Strategic Communications (Media and IR)
 Mary-Jane Elliott / Jessica Hodgson / Sukaina Virji

                                                                             Avacta@consilium-comms.com (mailto:Avacta@consilium-comms.com)

 

About Avacta Group plc - https://www.Avacta.com

 

Avacta Group is a UK-based company focused on improving healthcare outcomes
through targeted cancer treatments and diagnostics.

Avacta has two divisions: an oncology biotech division harnessing proprietary
therapeutic platforms to develop novel, highly targeted cancer drugs, and a
diagnostics division, which is executing on an M&A led growth strategy to
create a full-spectrum diagnostics business focused on supporting healthcare
professionals and broadening access to testing. Avacta's two proprietary
platforms, Affimer® and pre|CISION™ underpin its cancer therapeutics whilst
the diagnostics division leverages the Affimer® platform to drive competitive
advantage in its markets.

The pre|CISION™ platform modifies chemotherapy to be activated only in the
tumour tissue, reducing systemic exposure and toxicity. This is achieved by
harnessing an enzyme called FAP which is highly upregulated in most solid
tumours compared with healthy tissues, turning chemotherapy into a "precision
medicine". The lead pre|CISION™ programme, AVA6000 a tumour activated form
of doxorubicin, is in Phase 1 studies and has shown improvement in safety
compared with standard doxorubicin, and early signs of clinical activity.

Affimer® is a novel biologic platform which has significant technical and
commercial advantages compared with antibodies and is used both to develop
advanced immunotherapies and to improve the performance of immunodiagnostics.

With a balanced business and capital allocation model: a high-value oncology
pipeline supported by a revenue generating, fast-growing diagnostics business,
Avacta seeks to create long-term shareholder value alongside patient benefit.

To register for news alerts by email go to
https://avacta.com/investors/investor-news-email-alerts/
(https://avacta.com/investors/investor-news-email-alerts/)

 

Important Notices

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.

No action has been taken by the Company, any of the Banks or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the New Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such New
Shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the Company and
the Banks to inform themselves about, and to observe, such restrictions.

Persons needing advice should consult a qualified independent legal adviser,
business adviser, financial adviser or tax adviser for legal, business,
financial or tax advice.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company and Stifel an
Investor Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing
Shares will be made in the United States or elsewhere.

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

This announcement has not been approved by the London Stock Exchange.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be unlawful.

Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(including after the Acquisition completes) (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this announcement.
The Company, its directors, Stifel, their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.

Stifel, Peel Hunt and Turner Pope are authorised and regulated in the United
Kingdom by the FCA and Beech Hill is a FINRA Member broker-dealer registered
with the Securities and Exchange Commission. Each Bank is acting exclusively
for the Company and no one else in connection with the Placing, the contents
of this announcement or any other matters described in this announcement. No
Bank will regard any other person as its client in relation to the Placing,
the content of this announcement or any other matters described in this
announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Placing, the
content of this announcement or any other matters referred to in this
announcement.

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 any of the Banks or by any of their affiliates or any person
acting on its or their behalf 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.

This announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this announcement of the price at which Shares have been bought or sold in
the past cannot be relied upon as a guide to future performance. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.

No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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                                                         Eliot Forster
 2    Reason for the notification
 a)   Position/status                                              Chairman
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Avacta Group plc
 b)   LEI                                                          2138009U3EG31OPMGH36
 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 financial instrument, type of instrument  Ordinary shares of 10 pence each

      Identification code                                          ISIN: GB00BYYW9G87
 b)   Nature of the transaction                                    Purchase of ordinary shares
 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     £0.50             20,000

 d)   Aggregated information                                        N/A single transaction

      - Aggregated volume
      - Price
 e)   Date of the transaction                                      29 February 2024
 f)   Place of the transaction                                     Outside of a trading venue

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Alastair Smith
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Avacta Group plc
 b)   LEI                                                          2138009U3EG31OPMGH36
 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 financial instrument, type of instrument  Ordinary shares of 10 pence each

      Identification code                                          ISIN: GB00BYYW9G87
 b)   Nature of the transaction                                    Purchase of ordinary shares
 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     £0.50             20,000

 d)   Aggregated information                                        N/A single transaction

      - Aggregated volume
      - Price
 e)   Date of the transaction                                      29 February 2024
 f)   Place of the transaction                                     Outside of a trading venue

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Christina Coughlin
 2    Reason for the notification
 a)   Position/status                                              Executive Director
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Avacta Group plc
 b)   LEI                                                          2138009U3EG31OPMGH36
 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 financial instrument, type of instrument  Ordinary shares of 10 pence each

      Identification code                                          ISIN: GB00BYYW9G87
 b)   Nature of the transaction                                    Purchase of ordinary shares
 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     £0.50             50,000

 d)   Aggregated information                                        N/A single transaction

      - Aggregated volume
      - Price
 e)   Date of the transaction                                      29 February 2024
 f)   Place of the transaction                                     Outside of a trading venue

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Shaun Chilton
 2    Reason for the notification
 a)   Position/status                                              Non-Executive Director
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Avacta Group plc
 b)   LEI                                                          2138009U3EG31OPMGH36
 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 financial instrument, type of instrument  Ordinary shares of 10 pence each

      Identification code                                          ISIN: GB00BYYW9G87
 b)   Nature of the transaction                                    Purchase of ordinary shares
 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     £0.50             40,000

 d)   Aggregated information                                        N/A single transaction

      - Aggregated volume
      - Price
 e)   Date of the transaction                                      29 February 2024
 f)   Place of the transaction                                     Outside of a trading venue

 

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