REG - C4X Discovery - Result of Placing to Raise £5.7 million

C4X Discovery HoldingsAnnouncement

11/08/2022 12:45

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RNS Number : 7483V  C4X Discovery Holdings PLC  11 August 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
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OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
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THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY JURISDICTION.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU
REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

 

C4X Discovery Holdings plc

("C4XD", "C4X Discovery" or the "Company")

 

Result of Placing to Raise £5.7 million

 

Further strengthened balance sheet supports pipeline of high value
out-licensing opportunities

 

11 August 2022 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering Drug
Discovery company, is pleased to announce the completion of the Placing,
announced earlier today (the "Launch Announcement"). The Placing was
oversubscribed. An aggregate of 22,781,200 Placing Shares have been
successfully placed by Panmure Gordon with institutional investors at an Issue
Price of 25 pence per ordinary share to raise a total of £5.7 million for the
Company (before expenses). The Placing Shares represent approximately 9.9 per
cent. of the existing ordinary share capital of the Company prior to the
Placing.

 

The net proceeds from the Placing will be used to strengthen the Company's
balance sheet as partnering discussions progress and provide working capital
to continue to develop the Company's portfolio of early-stage, high-value
small molecule programmes. The net proceeds of the Placing are expected to
provide the Company with at least twelve months working capital.

 

Commenting on the placing, Clive Dix, CEO of C4X Discovery, said: "We thank
our shareholders for their continued support. This funding round, led by
long-term investor, Polar Capital, further strengthens C4XD's balance sheet
and is an endorsement of the great work we are doing across our pipeline of
early-stage, high value small molecules intended for out-licensing to the
pharmaceutical industry."

 

Admission and settlement

 

Completion of the Placing remains subject to, inter alia, the Admission of the
Placing Shares to trading on AIM. Application will be made to the London Stock
Exchange for admission of the Placing Shares to trading on AIM. The Placing
Shares will be issued pursuant to the existing authorities approved at the
Company's annual general meeting held on 18 January 2022. It is expected that:
(i) First Admission will occur, and that dealings in the EIS/VCT Placing
Shares subscribed for pursuant to the EIS/VCT Placing of 3,000,000 Ordinary
Shares will commence, at 8.00 a.m. on 15 August 2022; and (ii) General
Admission will occur, and that dealings in the General Placing Shares of
19,781,200 Ordinary Shares will commence, at 8.00 a.m. on 16 August 2022. Upon
Admission, the Enlarged Share Capital is expected to be 252,013,172 Ordinary
Shares. On this basis, the Placing Shares will represent approximately 9.0 per
cent. of the Enlarged Share Capital.

 

Related Party Transaction

 

As part of the Placing, Polar Capital Biotechnology Fund] ("Polar"), a
substantial shareholder of the Company, and therefore a Related Party as
defined by the AIM Rules, has subscribed for a total of 12,000,000 Placing
Share at the Issue Price of 25 pence. Following completion of the Placing,
Polar will have an aggregate interest in 42,000,000 Ordinary Shares,
representing approximately 16.7 per cent. of the Enlarged Share Capital.

 

The independent Directors for the purpose of the Placing, being all of the
Directors of the Company, having consulted with the Company's nominated
adviser, Panmure Gordon, consider that the terms of the related party
transaction are fair and reasonable insofar as the Shareholders are
concerned.

 

The capitalised terms used in this announcement have the same meanings as in
the Launch Announcement published by the Company at 7.00 a.m. today unless
otherwise stated.

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Bradley Richard Hoy, a director of the Company.

 

For further information, please contact:

 

 C4X Discovery Holdings
 Mo Noonan, Communications                                    +44 (0)787 6444977

 Panmure Gordon (UK) Limited (NOMAD and Broker)
 Freddy Crossley, Emma Earl, Mark Rogers (Corporate Finance)  +44 (0)20 7886 2500
 Rupert Dearden (Corporate Broking)

 C4X Discovery Media - Consilium Strategic Communications
 Mary-Jane Elliott, Chris Gardner, Matthew Neal               +44 (0)203 709 5700

About C4X Discovery

 

C4X Discovery ("C4XD") is a pioneering Drug Discovery company combining
scientific expertise with cutting-edge Drug Discovery technologies to
efficiently deliver world leading medicines, which are developed by our
partners for the benefit of patients. We have a highly valuable and
differentiated approach to Drug Discovery through our enhanced DNA-based
target identification and candidate molecule design capabilities, generating
small molecule drug candidates across multiple disease areas including
inflammation, oncology, neurodegeneration and addictive disorders. Our
commercially attractive portfolio ranges from early-stage novel target
opportunities to late-stage Drug Discovery programmes ready for out-licensing
to partners and we have two commercially partnered programmes with one
candidate in clinical development.

 

We collaborate with leading pharmaceutical and life sciences companies to
enrich our expertise and take our assets through pre-clinical and clinical
development. Through early-stage revenue-generating licensing deals, we
realise returns from our high value pre-clinical assets which are reinvested
to maximise the value of our Drug Discovery portfolio.

 

For additional information please go to: www.c4xdiscovery.com
(http://www.c4xdiscovery.com)

 

IMPORTANT NOTICES

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. The distribution of this announcement or any information contained in
it, and the offering or sale of securities in jurisdictions other than the
United Kingdom may be restricted by law, and therefore persons coming into
possession of this announcement and/or any related communications should
inform themselves about and observe such restrictions. Any failure to comply
with such restrictions may constitute a violation of the securities law of any
such jurisdiction.

 

No prospectus will be made available in connection with the matters contained
in this announcement and no such prospectus is required (in accordance with
the Prospectus Regulation (EU) 2017/1129) to be published.

 

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 Panmure Gordon nor any of its affiliates or agents (or any of their
respective directors, officers, employees or advisers) for the contents of the
information contained in this announcement, or any other written or oral
information made available to or publicly available to any interested party or
its advisers, or any other statement made or purported to be made by or on
behalf of Panmure Gordon or any of its affiliates in connection with the
Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore is
expressly disclaimed. Panmure Gordon and its affiliates accordingly disclaim
all and any liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained
in this announcement and no representation or warranty, express or implied, is
made by Panmure Gordon or any of its affiliates as to the accuracy, fairness,
verification, completeness or sufficiency of the information contained in this
announcement and nothing in this announcement is, or shall be relied upon as,
a promise or representation in this respect, whether as to the past or future.

 

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. Any investment decision to buy Placing
Shares in connection with the Placing must be made solely on the basis of
publicly available information, which has not been independently verified by
Panmure Gordon.

 

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

 

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.

 

By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral and legally
binding offer to acquire the Placing Shares will be deemed to have read and
understood this Announcement in its entirety (including the appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties and acknowledgements contained in
the appendices.

 

Members of the public are not eligible to take part in the Placing and no
public offering of securities will be made.

 

The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (as
amended).

 

This Announcement is for information purposes only and is directed only at:
(a) persons in member states of the European Economic Area who are qualified
investors ("qualified investors") as defined in Article (2)(e) of Regulation
EU/2017/1129 (the "Prospectus Regulation"); and (b) in the United Kingdom,
qualified investors who are persons (1) who have professional experience in
matters relating to investments falling within Article 19(1) (Investment
Professionals) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article
49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.)
of the Order; or (3) other persons to whom it may otherwise lawfully be
communicated without being accompanied by any further statements and/or
warnings required by the Order and not included in this Announcement (all such
persons together being referred to as "Relevant Persons").

 

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.

 

Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting as Nominated
Adviser and broker to the Company and no one else for the purposes of the AIM
Rules for Companies and the AIM Rules for Nominated Advisers in connection
with the Placing. Accordingly, it will not be responsible to any person other
than the Company for providing the regulatory and legal protections afforded
to customers of Panmure Gordon (UK) Limited or for advising any other person
on the contents of this Announcement or any matter, transaction or arrangement
referred to in it.

 

This Announcement may not be published, distributed, forwarded or transmitted
directly or indirectly, in whole or in part, in or into the United States.
These materials do not constitute an offer to sell, or a solicitation of an
offer to buy, securities in the United States.

 

This Announcement and the information contained herein are not for publication
or distribution in the United States or to any U.S. person ("US Person")
within the meaning of Regulation S ("Regulation S") under the United States
Securities Act of 1933, as amended (the "Securities Act"). Any failure to
comply with this restriction may constitute a violation of United States
securities laws.

 

The Placing Shares (or any part thereof) described in this Announcement have
not been, and will not be, registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, within, in or into the United States or to any US Person, unless
registered under the Securities Act or conducted pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Placing Shares are being
offered and sold solely outside of the United States in offshore transactions
in accordance with Regulation S to investors who are not US Persons. There
will be no public offering of the Placing Shares in the United States, the
United Kingdom or elsewhere.

 

Furthermore, the Placing Shares (or any part thereof) have not been and will
not be registered under the applicable laws of any of Canada, Australia,
Japan, the Republic of South Africa, New Zealand or of any other jurisdiction
where to do so would be unlawful and, consequently, may not be offered or sold
to any national, resident or citizen thereof. The distribution of this
Announcement and the Placing of the Placing Shares as set out in this
Announcement in certain jurisdictions may be restricted by law. No action has
been taken 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 securities in any jurisdictions where action for that purpose
is required. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.

 

FORWARD-LOOKING STATEMENTS

 

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results (including the outcome of collaborations and
commercial discussions) could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict"
or other words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make assumptions in
respect of the planned use of the proceeds of the Placing, the liquidity
position of the Company and its subsidiaries ("the Group"), the future
performance of the Group, future foreign exchange rates, interest rates and
currency controls, the future political and fiscal regimes in the overseas
markets in which the Group operates, the Group's future financial position,
plans and objectives for future operations and any other statements that are
not historical fact. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in interest rates and foreign exchange rates, the policies and actions
of governmental and regulatory authorities, changes in legislation, the
further development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and application
of standards under IFRS, the outcome of pending and future litigation or
regulatory investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of these
factors are beyond the Company's control. As a result, the Company's actual
future results may differ materially from the plans, goals, and expectations
set forth in the Company's forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward-looking statements reflect the
Company's judgement at the date of this Announcement and are not intended to
give any assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company expressly
disclaims, and none of the Company, Panmure or any of their respective
directors, officers, employees, agents, affiliates or advisers assumes, any
responsibility or obligation or undertaking to update, amend, revise, release
publicly any updates or revisions to any forward looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based. No statement in this announcement is or is
intended to be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of the
Company. Past performance of the Company cannot be relied on as a guide to
future performance and persons reading this announcement are cautioned not to
place undue reliance on such forward-looking statements.

 

This Announcement does not constitute a recommendation concerning any
investors' options with respect to the Placing. Investors and prospective
investors should conduct their own investigation, analysis and evaluation of
the business and data. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

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