Advanced Oncotherapy - Strategic review and formal sale process

Advanced Oncotherapy

18/04/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230418:nRSR5059Wa&default-theme=true

RNS Number : 5059W  Advanced Oncotherapy PLC  18 April 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AS A RESULT OF THE FORMAL SALE
PROCESS, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

 

FOR IMMEDIATE RELEASE

 

18 April 2023

 

Advanced Oncotherapy plc

 

("Advanced Oncotherapy", "AVO" or the "Company")

 

Strategic review, update on financing discussions, formal sale process and
commencement of offer period

 

Advanced Oncotherapy (AIM:AVO), the developer of LIGHT, the next-generation
proton therapy system for cancer treatment, announces that it is continuing to
consider ways to facilitate raising the funding which will allow it to
complete its first LIGHT machine and commence treating patients later this
year.

 

As previously announced on 1 March 2023 the Company requires additional
funding to enable it to meet its ongoing working capital requirements and to
achieve the first patient treatment milestone. The funding requirement
includes, inter alia, investment to complete the building at Daresbury which
houses the dedicated proton therapy treatment area designed and built to host
cancer patients.

 

As part of a strategic review of funding options being explored, the directors
of Advanced Oncotherapy (the "Board") have been considering a listing on
NASDAQ. To facilitate this, the Board has decided to commence a review of all
options available including a possible sale to NASDAQ quoted corporate
vehicles and has therefore commenced a formal sale process (under and as
referred to in Note 2 on Rule 2.6 of the City Code on Takeovers and Mergers
(the "Code")) and has appointed WH Ireland Limited ("WH Ireland") as its
financial adviser to assist it with the strategic review and the formal sale
process.

 

The Board intends to review potential partners with the technical expertise,
strategic mindset and financial backing to help Advanced Oncotherapy
accomplish its near-term operational objectives and enable the Company to
continue to prosper in the long-term whilst maximising value for all
stakeholders.

 

As previously announced, the Company raised £4.975 million in March 2023
pursuant to a secured convertible loan note and the Company has been
continuing to take steps to raise additional financing. The Company is
presently in discussions with investors to raise additional funding under this
loan note agreement on the same terms as previously announced, which may
include further subscriptions by directors of the Company. The Board of the
Company is confident on concluding this additional financing which would
extend the Company's cash runway from end of April 2023 until the end of May
2023.

 

Formal sale process

 

The Takeover Panel has agreed that any discussions with a third party may take
place within the context of a "formal sale process" under the Code in order to
enable conversations with parties interested in making such a proposal to take
place on a confidential basis.

 

Parties with a potential interest in participating in the formal sale process
should contact WH Ireland (contact details as set out below). It is currently
expected that any party interested in participating will, at the appropriate
time, be required to enter into a non-disclosure and standstill agreement with
the Company on terms satisfactory to the Board and on the same terms, in all
material respects, as any other interested parties, before being permitted to
participate in the process. The Board then intends to provide such interested
parties with certain information on the Company and its group, following which
interested parties will be invited to submit their proposals to WH Ireland.

 

The Company is not currently in discussions with, nor in receipt of an
approach from, any potential bidder relating to an acquisition of the issued
and to be issued share capital of the Company.

 

The Board reserves the right to alter any aspect of the process or to
terminate it at any time and in such cases will make further announcements as
appropriate. The Board also reserves the right to reject any approach or
terminate discussions with any interested party or participant at any time.

 

There can be no certainty that any offer will be made for the Company, or even
proposed, or as to the terms of any proposal or offer that may be made.

 

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(b) and 2.6(a) of the Code such that any interested party participating in
the formal sale process will not be required to be publicly identified
(subject to note 3 to Rule 2.2 of the Code) and will not be subject to the
28-day deadline referred to in Rule 2.6(a), for so long as it is participating
in the formal sale process.

 

Following this announcement, the Company is now considered to be in an 'offer
period' as defined in the Code, and the dealing disclosure requirements set
out below will apply.

 

Further announcements will be made in due course.

 

 Advanced Oncotherapy plc                                    www.avoplc.com
 Dr. Michael Sinclair, Executive Chairman                    Tel: +44 (0) 20 3617 8728
 Nicolas Serandour, CEO

 WH Ireland Limited (Financial adviser)                      Tel: +44 (0) 20 7220 1666
 Antonio Bossi / James Bavister                              AVOPLC@whirelandcm.com

 Allenby Capital Limited (Nomad and Joint Broker)
 Nick Athanas / Piers Shimwell (Corporate Finance)           Tel: +44 (0) 20 3328 5656

 Amrit Nahal / Matt Butlin (Sales & Corporate Broking)

 SI Capital Ltd (Joint Broker)
 Nick Emerson                                                Tel: +44 (0) 1483 413 500
 Jon Levinson                                                Tel: +44 (0) 20 3871 4066

About Advanced Oncotherapy Plc www.avoplc.com

Advanced Oncotherapy, a UK headquartered company with offices in London,
Geneva, The Netherlands and in the USA, is provider of particle therapy with
protons that harnesses the best in modern technology. Advanced Oncotherapy's
team "ADAM," based in Geneva, focuses on the development of a proprietary
proton accelerator called, Linac Image Guided Hadron Technology (LIGHT).
LIGHT's compact configuration delivers proton beams in a way that facilitates
greater precision and electronic control.

Advanced Oncotherapy will offer healthcare providers affordable systems that
will enable them to treat cancer with innovative technology as well as
expected lower treatment-related side effects.

Advanced Oncotherapy continually monitors the market for any emerging
improvements in delivering proton therapy and actively seeks working
relationships with providers of these innovative technologies. Through these
relationships, the Company will remain the prime provider of an innovative and
cost-effective system for particle therapy with protons.

Important Code notes

There can be no certainty that an offer(s) will be made, nor as to the terms
of any offer, and thus whether any offer will be completed.

The person responsible for arranging the release of this announcement on
behalf of Advanced Oncotherapy is Nicolas Serandour, CEO.

Inside Information

The information contained within this announcement is deemed by Advanced
Oncotherapy to constitute inside information as stipulated under the Market
Abuse Regulation (EU) no. 596/2014 (as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018). On the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.

Notice related to financial advisers

WH Ireland, which is regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Advanced Oncotherapy and no one else
in connection with the matters referred to in this announcement and will not
be responsible to anyone other than Advanced Oncotherapy for providing the
protections afforded to clients of WH Ireland, or for providing advice in
relation to the matters referred to in this announcement.

Allenby Capital Limited, which is regulated by the Financial Conduct Authority
in the United Kingdom, is acting as nominated adviser to Advanced Oncotherapy
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Advanced
Oncotherapy for providing the protections afforded to clients of Allenby
Capital Limited, or for providing advice in relation to the matters referred
to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Advanced Oncotherapy confirms that as
at the close of business on 17 April 2023 its issued share capital consisted
of 537,481,209 ordinary shares of 25 pence each. The International Securities
Identification Number for Advanced Oncotherapy's ordinary shares is
GB00BD6SX109.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.avoplc.com by no later than 12 noon (London
time) on the business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Advanced Oncotherapy who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Advanced
Oncotherapy who are not resident in the United Kingdom will need to inform
themselves about, and observe any applicable requirements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDIRMMTMTBBTLJ