REG - BiVictriX Therapcts. - Result of Conditional Fundraise
19/07/2023 18:30
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RNS Number : 5759G BiVictriX Therapeutics PLC 19 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
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OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA,
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THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
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DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
E-THERAPEUTICS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
BIVICTRIX THERAPEUTICS PLC
("BiVictriX" or the "Company")
Result of Conditional Fundraise
Alderley Park, 19 July 2023 - BiVictriX Therapeutics plc (AIM: BVX), an
emerging biotechnology company applying a differentiated approach to develop
next-generation cancer therapies with substantially improved cancer cell
selectivity and anti-cancer activity, announces, further to the announcement
made by the Company on 19 July 2023 (the "Launch Announcement"), it has
conditionally raised gross proceeds in aggregate of £2,133,415 million
through the Placing of 9,268,579 Placing Shares and Subscription of 7,142,308
Subscription Shares at the Issue Price.
Upon completion, 16,410,887 new Ordinary Shares will be issued pursuant to the
Fundraise at the Issue Price of 13 pence per new Ordinary Share.
Details of the Fundraise
· Pursuant to the Placing, a total 9,268,579 Placing Shares will be
issued, raising gross proceeds of £1,204,915.
· Pursuant to the Subscription, a total of 7,142,308 Subscription
Shares will be issued, raising gross proceeds of £928,500.
· The Fundraise (details of which were in the Launch Announcement) is
conditional on, inter alia, shareholder approval being received at the
Company's General Meeting ("GM"), which is expected to be held on 8 August
2023 at 11 a.m. at the Company's registered office, Mereside Alderley Park,
Alderley Edge, Manchester, SK10 4TG.
· A circular which sets out details of the Fundraise, and also includes
a Notice of GM, will be posted to shareholders who have elected to opt out of
receiving electronic communications on 20 July 2023 (the "Circular").
· An application for Admission of the Placing Shares and Subscription
Shares will be made in due course with such shares expected to be admitted to
trading on AIM on or around 9 August 2023, conditional upon shareholder
approval at the GM. The new Ordinary Shares will rank pari passu in all
respects with the Company's existing Ordinary Shares at the time.
Tiffany Thorn, Chief Executive Officer of BiVictriX Therapeutics plc,
commented: "We recently announced the nomination of our final clinical
candidate for the BVX001 programme which reported marked tumour regressions in
a murine model of Acute Myeloid Leukaemia. Shortly after, we reported further
positive data from a second in vivo efficacy study, showing highly
statistically significant tumour regressions even when the tumours were
established at a much larger size. These recent successes acted as the
catalyst for this capital raise, and we are delighted by the support from both
new and existing shareholders in this fundraise, which places us in a unique
position to further advance the progress of BVX001 for patients with
challenging-to-treat cancers."
Related Party Participation in the Fundraise
Three Directors have subscribed for an aggregate of 276,924 Subscription
Shares at the Issue Price for an aggregate amount of approximately £36,000 as
set out below:
Director Amount subscribed in the Subscription Current holding of Ordinary Shares Number of Subscription Shares Number of Ordinary Shares held post Admission Percentage of Ordinary Share Capital held post Admission
Dr Michael Kauffman £13,000 75,000 100,000 175,000 0.2
William Drummond Paris £10,000 75,000 76,924 151,924 0.2
Professor Robert Hawkins* £13,000 225,000 100,000 325,000 0.4
*Professor Robert Hawkins' subscription was made by Hawkins Medical Ltd, a
company of which Robert Hawkins is the majority shareholder
In addition, Robert Keith, a substantial shareholder in the Company subscribed
for 2,769,231 Subscription Shares at the Issue Price as set out below:
Shareholder Amount subscribed in the Subscription Current holding of Ordinary Shares Number of Subscription Shares Number of Ordinary Shares held post Admission Percentage of Ordinary Share Capital held post Admission
Robert Keith £360,000 6,883,434 2,769,230 9,652,664 11.7
Related Party Transaction
Michael Kauffman, William Drummond Paris, Robert Hawkins and Robert Keith are,
respectively, Directors of and a substantial shareholder in the Company (the
"Related Parties") and their participation in the Subscription constitutes a
related party transaction in accordance with AIM Rule 13. Tiffany Thorn, Iain
Ross and Susan Lowther are not participating in the Subscription and are
therefore considered independent Directors for these purposes, having
consulted with the Company's Nominated Adviser, consider the terms of the
Related Parties' participation in the Subscription to be fair and reasonable
insofar as BiVictriX's shareholders are concerned.
Significant Shareholders
Certain significant shareholders have also conditionally subscribed for
Placing Shares or Subscription Shares. As at the date of this announcement and
immediately following Admission, the Directors are aware of the following
persons who, directly or indirectly, are interested in three per cent. or more
of the Company's existing Ordinary Share Capital before Admission and their
resultant holdings after Admission:
Date of this Announcement Immediately following Admission
Current holding of Ordinary Shares Percentage of issued Ordinary Shares Resulting holding of Ordinary Shares Percentage of Enlarged Share Capital
DBW Investments 11,870,021 17.9 11,870,021 14.4
Alderley Park / Biocity 6,812,268 10.3 6,812,268 8.3
Cannacord Genuity Group Inc 6,000,000 9.1 9,076,924 11.0
UK Future Fund 2,284,527 3.5 2,284,527 2.8
Alden AS 2,000,000 3.0 4,307,692 5.2
Total Voting Rights
Upon completion of the Fundraise and following Admission of the Placing Shares
and Subscription Shares, the Company's issued and fully paid share capital
will consist of 82,526,088 Ordinary Shares. The Company has no Ordinary Shares
in treasury. As such, the total number of voting rights in the Company will be
82,526,088 Ordinary Shares. Following Admission, this number may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Note
Defined terms used in this announcement shall have the same meaning as in the
Launch Announcement unless otherwise specified.
Ends
For more information, please contact:
BiVictriX Therapeutics plc
Tiffany Thorn, Chief Executive Officer
Michael Kauffman, Non-Executive Chairman Email: info@bivictrix.com (mailto:info@bivictrix.com)
SP Angel Corporate Finance LLP (NOMAD and Broker) Tel: +44 (0) 20 3470 0470
David Hignell, Kasia Brzozowska (Corporate Finance)
Vadim Alexandre, Rob Rees (Sales and Broking)
Panmure Gordon (UK) Limited (Joint Broker) Tel: +44 (0) 20 7886 2500
Rupert Dearden, Freddy Crossley, Emma Earl
Consilium Strategic Communications
Mary-Jane Elliott, Namrata Taak, Genevieve Wilson, Emmalee Hoppe Tel: +44 (0) 20 3709 5700
Email: Bivictrix@consilium-comms.com (mailto:Bivictrix@consilium-comms.com)
About BiVictriX Therapeutics plc
BiVictriX (AIM: BVX) is an emerging biotechnology company leveraging clinical
experience and its proprietary discovery engine to advance a new class of
highly cancer-selective, next-generation precision cancer therapies in one of
the fastest-growing markets in oncology. BiVictriX's first-in-class Bi-Cygni®
Antibody Drug Conjugates (ADCs) combine superior efficacy with substantially
improved cancer-selectivity and safety to provide opportunities for prolonged
dosing and greater efficacy in the clinic. The Company is advancing its
pipeline to deliver the future of cancer care across a broad range of
haematological and solid cancer indications in areas of high unmet medical
need.
Find out more at www.bivictrix.com (http://www.bivictrix.com) and connect with
us on LinkedIn (https://www.linkedin.com/company/bivictrix-therapeutics-plc/)
and Twitter @BiVictriX (https://twitter.com/BiVictriX) .
IMPORTANT NOTICES
No action has been taken by the Company or Panmure Gordon or SP Angel or any
of their respective affiliates, or any person acting on its or their behalf
that would permit an offer of the Placing Shares, Subscription Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares or Subscription 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 Joint
Brokers to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
This Announcement has not been approved by the London Stock Exchange.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons (as defined in Appendix II). Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this Announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.
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 (other than the Appendix in
relation to Placees) 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 and Subscription 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, Australia, the Republic of South Africa, New Zealand or Japan and,
subject to certain exceptions, may not be offered or sold in the United States
or 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, Australia, the Republic of South Africa, New Zealand or
Japan.
The distribution or transmission of this Announcement and the offering of the
Placing Shares and/or Subscription Shares in certain jurisdictions 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 or the
Joint Brokers 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 and the Joint Brokers to inform themselves about, and to
observe, such restrictions. In particular, this Announcement may not be
distributed, directly or indirectly, in or into the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which such release, publication or distribution would be
unlawful. Overseas Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal obligation to
forward this document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
By participating in the Bookbuild and the Fundraise, each person who is
invited to and who chooses to participate in the Fundraise by making an oral
or written and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety.
This Announcement contains "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", "indicative", "possible" 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 Company 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.
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 or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.
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 the Joint Brokers or by any of their respective 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 Ordinary 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 and/or Subscription 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.
All offers of the Placing Shares and/or Subscription Shares will be made
pursuant to an exemption under the UK Prospectus Regulation or the EU
Prospectus Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in the UK only
in circumstances to which section 21(1) of the FSMA does not apply.
The Placing Shares and Subscription Shares to be issued or sold pursuant to
the Fundraise will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
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.
Panmure Gordon and SP Angel are authorised and regulated in the United Kingdom
by the FCA and are acting exclusively for the Company and no one else in
connection with the Fundraise, the contents of this Announcement or any other
matters described in this Announcement. Panmure Gordon and SP Angel will not
regard any other person as its client in relation to the Fundraise, 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 Fundraise, the
content of this Announcement or any other matters referred to in this
Announcement. SP Angel's responsibilities as Nominated Adviser to the Company
are owed solely to the London Stock Exchange and no-one else.
Appendix II to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including Appendix II) and to be making such offer on the terms and
subject to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in Appendix II. The Company, the Joint Brokers and their respective
affiliates, agents, directors, officers and employees will rely upon the truth
and accuracy of the representations, warranties, undertakings, agreements and
acknowledgements contained in Appendix II.
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 1) Michael Kauffman
2) William Drummond Paris
3) Robert Hawkins
2. Reason for the Notification
a) Position/status 1) Non-Executive Chairman
2) Senior Independent Non-Executive Director
3) Independent 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 BiVictriX Therapeutics plc
b) LEI 213800ZI85IZNA6N3L53
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 1 pence each
GB00BNXH3K91
Identification code
b) Nature of the transaction Subscription for Subscription Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1) 13 p 100,000
76,924
2) 13 p
100,000
3) 13 p
d) Aggregated information: Price(s) Volume(s)
13p 276,924
- Aggregated volume
- Price
e) Date of the transaction 19 July 2023
f) Place of the transaction AIM, London Stock Exchange
d)
Aggregated information:
- Aggregated volume
- Price
Price(s) Volume(s)
13p 276,924
e)
Date of the transaction
19 July 2023
f)
Place of the transaction
AIM, London Stock Exchange
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