REG - Avacta Group PLC - Equity fundraise of £16 million

AvactaAnnouncement

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RNS Number : 9983D  Avacta Group PLC  20 October 2025

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
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DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICE IN THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

 

Avacta Group plc

 

("Avacta" or the "Group" or the "Company")

 

Equity fundraise of £16 million

 

LONDON and PHILADELPHIA - 20 October 2025 - Avacta (AIM: AVCT),  a clinical
stage biopharmaceutical company developing pre|CISION(®), a unique oncology
delivery platform, is pleased to announce that it has raised gross proceeds of
approximately £16 million from institutional and high net worth investors by
way of a conditional oversubscribed placing of 25,396,806 new ordinary shares
of 10 pence each in the Company (the "Placing Shares") at a price of 63 pence
per share (the "Issue Price"), with Zeus Capital Limited acting as sole
bookrunner (the "Placing").

 

The net proceeds of the Placing provide additional working capital to progress
the Company's R&D programs into 2H 2026 including progressing the
faridoxorubicin Phase 1b trial and planned initiation of the FAP-EXd Phase Ia
trial. Completion of the Placing will satisfy the remaining conditions to the
Amendments to the Convertible Bond terms, as announced on 29 August 2025 (as
defined in RNS No. 1385X) (the "Bond Amendments RNS"). The Company therefore
confirms that the quarterly repayment and interest of the Convertible Bond (as
defined in the Bond Amendments RNS) due today will be paid in cash.

 

The following Amendments to the Convertible Bond will take effect upon
completion of the Placing (with capitalised terms having the definitions given
in the Bond Amendments RNS):

 

·    Quarterly Convertible Bond repayments and interest in respect of 20
January 2026 and 20 April 2026 payment dates will be deferred until 20 October
2027 (together, the "Deferred Repayments").

 

·    Upon the earlier of (i) the date on which the Company publishes the
data readouts of its Phase 1b trials of faridoxorubicin (FAP-Dox, AVA6000) in
triple negative breast cancer and (ii) 30 June 2026, the Bondholder will have
the right to accelerate the satisfaction (in cash or shares) of one of both
the Deferred Repayments and in addition, from 1 October 2026, at any time
accelerate the satisfaction of the quarterly repayments on the  Convertible
Bond, subject to a maximum of one acceleration per quarter.

 

·    The conversion price of the Convertible Bond is to be set at 75.0
pence having previously been set at 88.72 pence under the terms of the reset
conversion price as announced on 22 April 2024. The relevant share settlement
price in relation to the quarterly repayments and interest remains
calculatable based on the then prevailing VWAP.

 

The Company will continue to progress faridoxorubicin (AVA6000) into 2026, and
expects to progress FAP-EXd (AVA6103) into a Phase 1 trial (subject to receipt
of an IND from the US Food & Drug Administration) and advance the
development of the Company's Dual Payload Technology (AVA6207) with the net
proceeds of the Placing extending the Company's cash runway into H2 2026.

 

Christina Coughlin, CEO of Avacta commented:

 

"The Board's decision to raise funds enables Avacta to retain 100% ownership
of our highly promising programs based on our proprietary
pre|CISION(®) technology and provide us with a cash runway into H2 2026.
Completion of the raise also enables us to meet the terms of the Heights
convertible loan note deferment. We believe this decision to be in the
long-term interest of shareholders.

 

"We are continuing to make good progress across all our programs. Our
faridoxorubicin trial is gaining momentum, with Phase 1a data presented this
weekend at the European Society for Medical Oncology (ESMO) meeting
demonstrating a disease control rate in patients treated of 91%.

 

"Meanwhile, the FAP-EXd (AVA6103) asset is advancing towards clinical
development. Our recently revealed dual payload platform is also pioneering
how peptide drug conjugates (PDCs) can be utilized for dual payload peptide
drug delivery.

 

"FAP-EXd is on track to enter clinical development in Q1 2026 and is
generating interest from a number of potential partners. Importantly, the
funds raised allow Avacta to maintain control of this promising asset,
allowing us to maximize potential value, while supporting our broader pipeline
of programs.

 

"Avacta continues to focus on building its IP estate, based on our unique
pre|CISION(®) technology, as we seek to seek to maximize, in the long term,
value for the benefit of patients and shareholders."

 

-Ends-

 

 

For further information from Avacta Group plc, please contact:

 

 Peel Hunt (Nomad and Joint Broker)

 James Steel / Chris Golden                                 www.peelhunt.com (http://www.peelhunt.com/)

 Panmure Liberum (Joint Broker)

 Emma Earl / Will Goode / Mark Rogers                       www.panmureliberum.com

 Zeus (Joint Broker)                                        www.zeuscapital.co.uk (http://www.zeuscapital.co.uk)

 James Hornigold / Ed Beddows / George Duxberry

 Dominic King / Benjamin Robertson

 ICR Healthcare

 Mary-Jane Elliott / Jessica Hodgson / Stephanie Cuthbert

                                                            avacta@icrhealthcare.com (mailto:avacta@icrhealthcare.com)

 Investor Contact

 Renee Leck                                                 renee@thrustsc.com (mailto:renee@thrustsc.com)

 THRUST Strategic Communications

 Media Contact                                              Carly@carlyscadutoconsulting.com

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 Carly Scaduto

 Carly Scaduto Consulting

 

 

About Avacta - https://avacta.com (https://avacta.com/) /
(https://avacta.com/)

 

 

Avacta is a clinical stage life sciences company developing an innovative
proprietary drug delivery peptide drug conjugate (PDC) platform,
pre|CISION(®). The pre|CISION(®) platform uniquely enables the repurposing
of a range of oncology drugs as PDC payloads with the goal to significantly
reduce toxicity and side effects for patients by concentrating the drug
directly in the tumor.

 

About pre|CISION(®)

 

The key aspect of pre|CISION(®) is its peptide drug conjugates (PDC)
technology.  The combination of the cancer drug and the proprietary cleavable
peptide (the PDC) is inert and incapable of entering cells and killing them
until the peptide is specifically released within the tumor. The active
payload in the pre|CISION(®) PDC is released when the PDC comes into contact
with the common tumor-associated protein, known as fibroblast activation
protein (FAP), in the tumor. The release of the payload from the
pre|CISION(®) product directly in the tumor results in higher concentration
of the drug at the tumor and lower blood and healthy tissue levels than
standard systemic administration, offering the potential to improve efficacy
and patient tolerability.

 

Background to and information on the fundraise

 

The Placing has been conducted by Zeus Capital Limited ("Zeus") as sole
bookrunner.

 

The Placing

 

The Placing comprises the issue of 25,396,806 Placing Shares at the Issue
Price to conditionally raise approximately £16 million (before expenses) for
the Company.

 

The Placing Shares will rank pari passu with the existing ordinary shares of
10 pence each in the capital of the Company (the "Ordinary Shares") in issue
at the time of admission of the Placing Shares to trading on AIM ("Admission")
and will represent approximately 5.8 per cent. of the issued ordinary share
capital of the Company immediately following Admission.

 

The Company and Zeus have entered into a placing agreement (the "Placing
Agreement"). Pursuant to the terms of the Placing Agreement, Zeus as agent for
the Company, has conditionally agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares. Zeus has conditionally placed the
Placing Shares with certain investors at the Issue Price.

 

The Placing Agreement contains certain warranties and indemnities from the
Company in favour of Zeus. The Placing is not being underwritten by Zeus nor
any other person.

 

The Placing is conditional upon, amongst other things, the Placing Agreement
not having been terminated in accordance with its terms and Admission becoming
effective.

 

 

Admission and total voting rights

 

Application will be made to the London Stock Exchange for the Admission of the
Placing Shares, which is expected to occur at or around 8.00 am on 3 November
2025.

 

Following Admission, the Company's enlarged issued ordinary share capital will
be 436,445,681 Ordinary Shares. This figure may be used by holders of Ordinary
Shares ("Shareholders") as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

 

Conditions relating to the Placing

 

The Placing is conditional, inter alia, upon:

 

a)   the Placing Agreement becoming unconditional in all respects (save for
Admission occurring) and not having been terminated in accordance with its
terms; and

 

b)   Admission becoming effective by no later than 8.00 a.m. on 3 November
2025 (or such later time and/or date as the Company and Zeus may agree (being
not later than 8.00 a.m. on 10 November 2025)).

 

Accordingly, if such conditions are not satisfied or, if applicable, waived,
the Placing will not proceed.

 

Issue Price

 

The Issue Price represents a discount of approximately 8.7 per cent. to the
closing middle market price on 17 October 2025, being the last practicable
date prior to the publication of this announcement.

 

Related Party Transaction

 

Richard Hughes, a director of the Company, is an associate of Zeus as defined
under the AIM Rules for Companies.  Zeus is therefore a related party of the
Company pursuant to the AIM Rules and the payment of a 5 per cent. commission
on the value of the Placing Shares placed by Zeus, being £800,000 and a
corporate finance fee of £50,000 (together the "Zeus Fees") pursuant to the
terms of the Placing Agreement, are deemed to be a related party
transaction. The directors of the Company (other than Richard Hughes who is
an associate of Zeus Capital) consider, having consulted with the Company's
nominated adviser, Peel Hunt LLP, that the Zeus Fees are fair and reasonable
insofar as Shareholders are concerned.

 

Notes:

 

References to times in this announcement are to London, UK time unless
otherwise stated.

 

The times and dates mentioned throughout this announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised dates and
the details of the new times and dates will be notified to the London Stock
Exchange and, where appropriate, Shareholders. Shareholders may not receive
any further written communication.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of this announcement should be
read and understood.

 

Important Notices

 

This announcement has been issued by, and is the sole responsibility, of the
Company.

 

Zeus, which is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting as joint broker to the Company. Zeus is not
acting for, and will not be responsible to, any person other than the Company
and is not advising any other person or otherwise responsible to any person
for providing the protections afforded to clients of Zeus or for advising any
other person in respect of the Placing or any transaction, matter or
arrangement referred to in this announcement. Zeus has not authorised the
contents of this Announcement and, apart from the responsibilities and
liabilities, if any, which may be imported on Zeus by the Financial Services
and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime
established thereunder, no liability is accepted by Zeus for the accuracy of
any information or opinions contained in or for the omission of any
information from this announcement, for which the Company and the Directors
are solely responsible. Zeus accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to above) in
respect of this announcement or any such statement.

 

This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing Shares
have not been, and will not be, registered under the United States Securities
Act of 1933 (as amended) (the "Securities Act") or qualified for sale under
the laws of any state of the United States or under the applicable laws of any
of Canada, New Zealand, Australia, Japan, or the Republic of South Africa
("Restricted Jurisdictions"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the securities
laws of any relevant state or other jurisdiction of the United States.  The
Placing Shares may not be offered or sold to, or for the account or benefit
of, US persons (as such term is defined in Regulation S under the Securities
Act) or to any national, resident or citizen of Canada, New Zealand,
Australia, Japan, or the Republic of South Africa. There will be no public
offering of the Placing Shares in the United States or elsewhere.

 

The distribution or transmission of this announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. In particular, this
announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.

 

This announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules for Companies.

 

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 Zeus or by any of their respective representatives 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 therefor is expressly disclaimed.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

This announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information.

 

The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.

 

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.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

Information to Distributors

 

The distribution of this announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Zeus or any of their respective affiliates that would permit an
offering of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Zeus to inform themselves about, and to observe, such
restrictions.

 

UK Product Governance Requirements

 

Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the
PlacingShares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom.

 

The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Zeus will only procure investors who meet the criteria of
professional clients and eligible counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II and (c) local implementing measures
(together the "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of (a) investors who meet the
criteria of professional clients and (b) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by EU Product Governance Requirements
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.

 

The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Zeus will only procure investors who meet the criteria of
professional clients and eligible counterparties.

 

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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