REG - Cizzle Biotechnology - Placing to raise £0.62 million

Cizzle Biotechnology HoldingsAnnouncement

26/03/2024 07:00

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RNS Number : 2304I  Cizzle Biotechnology Holdings PLC  26 March 2024

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26 March 2024

Cizzle Biotechnology Holdings Plc

 

("Cizzle", the "Company" or the "Group")

 

Placing to raise £0.62 million

and

Appointment of Joint Broker

 

Cizzle Biotechnology Holdings PLC (LSE: CIZ), the UK based diagnostics
developer, announces that it has undertaken a conditional placing of
31,050,000 new ordinary shares of 0.01p each ("Ordinary Shares") in the
Company (the "Placing") at a price of 2 pence per share (the "Issue Price")
raising approximately £0.62 million before expenses for the Company.

 

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in
connection with the Placing. The Placing has been conducted with existing and
new investors.

 

Highlights

 

·    Placing to raise gross proceeds of approximately £0.62 million
through the issue of 31,050,000 Ordinary Shares at 2p per Ordinary Share

 

·    The net proceeds of the Placing will be utilised towards completing
the Company's first proposed commercial test to detect CIZ1B, further protect
the Company's Intellectual Property (IP), progress the Company's research with
the University of York and for general corporate purposes

 

·    Upon completion of the Placing, the Company intends to terminate the
£500,000 loan facility agreement with E3 Fund SP entered into on 20 September
2022. This facility has not been drawn down

 

Allan Syms, Executive Chairman of Cizzle, commented:

 

"We are pleased with the continued support from investors for the Placing.
The net proceeds will enable the Company to enter into the manufacturing and
scale up of key antibodies and reagents, that following performance testing in
clinical trials are intended to become the core components of our first
proposed commercial test for the CIZ1B biomarker.  I look forward to
providing further updates as matters progress."

 

Background to and reasons for the Placing

 

Since the release of the Company's interim results to 30 June 2023 on 28
September 2023, Cizzle has continued to make progress in the development of
the Company's proprietary assay for the CIZ1B biomarker, which is highly
associated with early-stage lung cancer.  In particular, the Company has
successfully completed an antibody development programme with ProteoGenix, a
France-based antibody development and production contract research
organisation (CRO), with a track record in generating antibodies from
development to production for therapeutic, diagnostic and research use.  The
Directors believe that the new antibodies from this development programme
should extend the range and proprietary rights that the Company has for
detecting the CIZ1B Biomarker.

 

The net proceeds of the Placing will be deployed primarily to enter the
scale-up and manufacturing phase for the main components of the Company's
proposed commercial test for CIZ1B.  Key anticipated milestones will be the
production of a final antibody to accredited quality standards, other design
and testing work, IP protection and progressing regulatory matters.  It is
currently anticipated that clinical trials of commercial grade components and
ultimately the launch of the first test for CIZ1B will be in the USA.  The
Company will also use the net proceeds of the Placing to continue to support
core research being undertaken on the Company's behalf at the University of
York and for general corporate purposes.

 

Details of the Placing

 

The fundraise comprises a Placing of 31,050,000 new Ordinary Shares (the
"Placing Shares") at the Issue Price. The Placing Shares are to be issued
pursuant to the authorities granted to the Board at the Company's annual
general meeting held on 28 June 2023 on a non-pre-emptive basis.

 

When issued, the Placing Shares will represent approximately 7.83 per cent of
the enlarged share capital of the Company and will rank pari passu with the
existing Ordinary Shares.

 

The Issue Price represents a discount of approximately 22 per cent. to the
closing mid-market price of 2.55 pence of an Ordinary Share on 25 March 2024,
being the latest practicable date prior to the publication of this
announcement.

 

The Company and Allenby Capital have entered into a placing agreement pursuant
to which Allenby Capital has, subject to certain conditions, procured
subscribers for the Placing Shares at the Issue Price (the "Placing
Agreement"). The Placing Agreement contains provisions entitling Allenby
Capital to terminate the Placing (and the arrangements associated with it), at
any time prior to Admission (as defined below) in certain circumstances,
including in the event of a material breach of the warranties given in the
Placing Agreement, the failure of the Company to comply with its obligations
under the Placing Agreement, or the occurrence of a force majeure event or a
material adverse change affecting the financial position or business or
prospects of the Company. If this right is exercised, the Placing will not
proceed and any monies that have been received in respect of the Placing will
be returned to the applicants without interest and Admission will not occur.
The Company has agreed to pay Allenby Capital a placing commission and all
other costs and expenses of, or in connection with, the Placing.

 

The Placing is not being underwritten by Allenby Capital or any other person.

 

Proposed cancellation of £500,000 Loan Facility

 

Upon completion of the Placing, the Company intends to terminate the £500,000
loan facility agreement with E3 Fund SP ("E3") entered into on 20 September
2022 (the "Loan Facility"), and amended on 21 April 2023 and 9 June 2023. The
Loan Facility has not been drawn down.

 

Appointment of Joint Broker

 

Cizzle is pleased to announce that it has appointed Allenby Capital as joint
broker to the Company, with immediate effect, in addition to Allenby Capital's
existing role as financial adviser to the Company.

 

Issue of Fee Shares in Lieu

 

The Company has agreed to issue 1,500,000 new Ordinary Shares at 2 pence per
new Ordinary Share in satisfaction of payment of £30,000 for professional
advisory services to Novum Securities Limited (the "Fee Shares").

 

Admission and Total Voting Rights

 

Application will be made for the 31,050,000 Placing Shares and the 1,500,000
Fee Shares (together the "New Shares") to be admitted to trading on the Main
Market of the London Stock Exchange and to listing in the Standard Segment of
the FCA Official List ("Admission").  It is expected that the issue of the
32,550,000 New Shares will take place, Admission will become effective and
that dealings in the New Shares on the Main Market of the London Stock
Exchange will commence on or around 11 April 2024.

 

On Admission, the Company will have 396,391,773 Ordinary Shares in issue, each
with one voting right.  There are no shares held in treasury.  Therefore,
the Company's total number of Ordinary Shares and voting rights will be
396,391,773 and this figure may be used by shareholders from Admission 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 under the FCA's Disclosure Guidance and Transparency Rules.

 

 

Enquiries:

 

 Cizzle Biotechnology Holdings plc  Via IFC Advisory
 Allan Syms (Executive Chairman)

 

 Allenby Capital Limited  +44(0) 20 33285656
 John Depasquale
 George Payne

 

 Novum Securities Limited  +44(0) 20 7399 9400
 Colin Rowbury

 Jon Bellis

 

 IFC Advisory Limited  +44(0) 20 3934 6630
 Tim Metcalfe
 Florence Chandler

 

About Cizzle Biotechnology

 

Cizzle Biotechnology is developing a blood test to facilitate the early
detection of lung cancer based on the ability to detect a stable plasma
biomarker, a variant of CIZ1 known as CIZ1B.  CIZ1 is a naturally occurring
cell nuclear protein involved in DNA replication, and the targeted CIZ1B
variant has been shown to be highly correlated with early-stage lung cancer.
 The Company's proprietary technology results from the work of Professor
Coverley and colleagues at the University of York.

 

For more information please see https://cizzlebiotechnology.com
(https://cizzlebiotechnology.com)

 

You can also follow the Company through its twitter account @CizzlePlc and on
LinkedIn.

 

IMPORTANT NOTICES

Notice to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
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 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
Target Market Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the 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 Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

Notice to overseas 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 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.

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any jurisdiction into which the
publication or distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the capital of the
Company in  Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.  Persons
into whose possession this announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

General

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) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as broker to the Company in connection with the Placing.
Allenby Capital will not be responsible to any person other than the Company
for providing the protections afforded to clients of Allenby Capital or for
providing advice to any other person in connection with the Placing. Allenby
Capital has not authorised the contents of, or any part of, this announcement,
and no liability whatsoever is accepted by Allenby Capital for the accuracy of
any information or opinions contained in this announcement or for the omission
of any material information, save that nothing shall limit the liability of
Allenby Capital for its own fraud.

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