REG - Avacta Group PLC - Result of General Meeting

AvactaAnnouncement

18/03/2024 13:30

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RNS Number : 2767H  Avacta Group PLC  18 March 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.

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.

 

 18 March 2024

 

Avacta Group plc

 

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

 

Result of General Meeting

 

 

Avacta Group plc (AIM: AVCT), a life sciences company developing innovative,
targeted oncology drugs and diagnostics, is pleased to announce that the
resolution put to shareholders at the General Meeting held today has been duly
passed.

 

Accordingly, and as set out in its announcement on 5 March 2024, the Company
now has the requisite authority to issue 23,879,124 Conditional Placing Shares
and 10,896,948 REX Offer Shares at a price of 50 pence per Ordinary Share,
raising gross proceeds of approximately £11.9 million and £5.4 million,
respectively.

 

Combined with the Firm Placing and Direct Subscription Shares, which were
admitted to trading on AIM on 4 March 2024, Avacta has raised total gross
proceeds of approximately £31.1m pursuant to the Fundraise.

 

Application has been made to the London Stock Exchange for 23,879,124
Conditional Placing Shares and 10,896,948 REX Offer Shares to be admitted to
trading on AIM. It is expected that Admission will become effective and
dealings will commence in such New Ordinary Shares at or around 8.00 a.m. on
19 March 2024.

 

Following Admission of the Conditional Placing Shares and REX Offer Shares,
the number of Ordinary Shares that the Company has in issue will be
350,512,279 (assuming no other Shares are issued before Second Admission). The
total number of voting rights of the Company will be 350,512,279 and this
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, or
a change to their interest in, the Company.

 

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.

This announcement should be read in conjunction with the full text of the
Circular issued on 1 March 2024. All capitalised/defined terms used in this
announcement and not otherwise defined shall have the meanings given to them
in the Circular.

 

Enquiries:

 

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

 Alastair Smith, Chief Executive Officer                                     www.avacta.com (http://www.avacta.com)

 Tony Gardiner, Chief Financial Officer

 Michael Vinegrad, Group Communications Director
 Stifel (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 Broker)                                                    Tel: +44 (0) 20 7418 8900

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

 Consilium Strategic Communications (Media and IR)                           Avacta@consilium-comms.com (mailto:Avacta@consilium-comms.com)
 Mary-Jane Elliott / Jessica Hodgson / Sukaina Virji

 

About Avacta Group plc - https://www.avacta.com (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
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(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 New 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.

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
New Shares and the New 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 New
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.

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.

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