REG - Avacta Group PLC - Amendments to Convertible Bond + equity fundraise

AvactaAnnouncement

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RNS Number : 1385X  Avacta Group PLC  29 August 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
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.  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 ("MAR").

 

Avacta Group plc

 

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

 

Amendments to the Convertible Bond and equity fundraise of £3.25 million

 

LONDON AND PHILADELPHIA -August 29 2025 - Avacta Therapeutics (AIM: AVCT), a
life sciences company developing innovative, targeted oncology drugs, is
pleased to announce conditional amendments to the Convertible Bond including
deferral of several payments alongside raising gross proceeds of £3.25
million from high net worth investors introduced by Zeus Capital Limited by
way of an oversubscribed conditional placing of 6,500,000 new ordinary shares
of 10 pence each in the Company (the "Placing Shares") at a price of 50 pence
per share (the "Issue Price"), (the "Placing").

The net proceeds of approximately £3.1 million from the Placing will be used
to settle the October quarterly repayment of the unsecured convertible bond
which is due to be paid on 20 October 2025.

Amendment to the Convertible Bond

The Company is pleased to announce that it has agreed to the following
amendments to the unsecured convertible bond issued by Avacta Finance Jersey
Limited and guaranteed by the Company (as announced on 18 October 2022
(https://avacta.com/october-2022-news/) (the "Convertible Bond")) (the
"Amendments"):

·    The October 2025 quarterly repayment and interest on the Convertible
Bond will be paid in cash;

·    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 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, previously 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 Amendments are subject to the following conditions having been satisfied
by 15 January 2026 (the "Long Stop Date"):

·    Avacta completing a fundraise of, or receiving gross proceeds of at
least £13,000,000 in aggregate on or prior to the Long Stop Date by way of:

o  Entering into any partnership or other agreements in respect of its
pharmaceutical products; and/or

o  Any strategic investment into the Company; and/or;

o  An equity fundraise

Christina Coughlin, CEO of Avacta commented:

"I am very pleased Avacta has been able to raise the necessary funds to pay
off the October instalment of the convertible bond ahead of schedule and also
reach an agreement with the Bondholder to amend the terms of the convertible
bond.

 

"The amendment to the terms of the convertible bond is representative of the
excellent progress our pre|CISION(®) platform continues to make in the clinic
and our laboratories, and its terms demonstrate our confidence in Avacta's
ability to partner pre|CISION(®) across a number of modalities as well as our
ability to source additional funding. The initial clinical activity observed
in Phase 1b of the FAP-Dox trial is highly encouraging and has further
increased our confidence in the utility of our pre|CISION(®) platform to
transform how we treat cancer."

 

Admission and Total Voting Rights

 

Application will be made to the London Stock Exchange for the admission to
trading on AIM of the 6,500,000 Placing Shares resulting from the Placing,
which is expected to occur at or around 8.00 am on 12 September 2025
("Admission"). The Placing Shares will rank pari passu with the existing
ordinary shares of 10 pence each ("Ordinary Shares") of the Company.

 

Following Admission, the Company's enlarged issued share capital will be
411,048,875. 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 to their interest in, the
share capital of the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.

 

 

Further details of the Placing can be found below.

 

-Ends-

 

 

For further information from Avacta Group plc, please contact:

 

 Avacta Group plc                                           www.avacta.com (http://www.avacta.com/)

 Karen Harrison, Group Communications

 Director

 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

 James Hornigold / 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 Scaduto                                              Carly@carlyscadutoconsulting.com

                                                          (https://www.globenewswire.com/Tracker?data=YG-jwixFWaHByFwlhEr4NbVmhGc9YbrV0ozbiHY-33jDG-KDtaZDvqBLS4-5RgIi5zejtwvrLPO1U6xSYlV9BnK-dIegbuZft6wwj-ugstEWYrPDSrd9NwgKYBdm1l9Ty6VSa1gsRJqxeLaMfUN-easXzPVocBafm0xbzTKFahId-T7w4WgPYGYfKdFh6MGXNNniX0b0LrpQwjqHYj_mTmjerN3nRW6pwlbWejQ6wZCns0oke-U-WA7CB-Z2CD1ObedcWrqwKYgQwTY1NxAOLXtmHTL3VJ7HZ4Z3K9ZhB_2_vgbo4aKKTppE6l1bjU2w)
 Carly Scaduto Consulting

 

 

 

About Avacta - www.avacta.com (http://www.avacta.com/)

Avacta Therapeutics is a clinical-stage life sciences company expanding the
reach of highly potent cancer therapies with the pre|CISION(®) platform.
pre|CISION(®) is a proprietary warhead delivery system based on a
tumor-specific protease (fibroblast activation protein or FAP) that is
designed to concentrate highly potent warheads in the tumor microenvironment
while sparing normal tissues. Our innovative pipeline consists of
pre|CISION(®) peptide drug conjugates (PDC) or Affimer(®) drug conjugates
(AffDC) that leverage the tumor-specific release mechanism, providing unique
benefits over traditional antibody drug conjugates.

 

 

Background to the fundraise

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

 

The Placing

The Placing comprises the issue of 6,500,000 Placing Shares at the Issue
Price to conditionally raise approximately £3.25 million before expenses for
the Company.

The Placing Shares will represent approximately 1.6 per cent of the enlarged
share capital of the Company (as enlarged by the Placing Shares) and will
rank pari passu with the existing Ordinary Shares.

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 their reasonable endeavors 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.

 

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;

b)   Admission becoming effective by no later than 8.00 a.m. on 12 September
2025 (or such later time and/or date as the Company and Zeus may agree (being
not later than 8.00 a.m. on 26 September 2025).

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

 

Related Party Transaction

Richard Hughes, a Director of the Company, is an associate of Zeus as defined
under the AIM Rules.  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 £162,500, ("the Zeus
Commission") pursuant to the terms of the Placing Agreement is deemed a
related party transaction. The Directors (other than Richard Hughes who is an
associate of Zeus Capital) consider, having consulted with the Company's
nominated adviser Peel Hunt, that the Zeus Commission is fair and reasonable
insofar as Shareholders are concerned.

 

Notes:

References to times in this Announcement are to London time unless otherwise
stated.

The times and dates set out in the expected timetable of principal events
above and 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 the 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 new Ordinary
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
new Ordinary 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 new Ordinary 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 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 new
Ordinary Shares have been subject to a product approval process, which has
determined that the new Ordinary 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 new Ordinary Shares may
decline and investors could lose all or part of their investment; the new
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the new Ordinary 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 new Ordinary Shares.

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

 

EU Product Governance Requirements

1.           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
new Ordinary Shares have been subject to product approval process, which has
determined that the new Ordinary 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 new Ordinary Shares may decline and investors could lose all or part of
their investment; the new Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the new Ordinary 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.

2.           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 new Ordinary Shares.

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

 

 

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