REG - Fusion Antibodies - Placing, Subscription and Retail Offer
19/05/2023 10:00
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RNS Number : 0312A Fusion Antibodies PLC 19 May 2023
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
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UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("EUWA")) ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
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ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
19 May 2023
Fusion Antibodies plc
("Fusion" or the "Company")
Placing, Subscription and Retail Offer
Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical antibody
discovery, engineering and supply for both therapeutic drug and diagnostic
applications, announces that it has conditionally raised c. £1.56 million
(before expenses) through the issue of 31,171,746 new ordinary shares of 4p
each in the capital of the Company ("Ordinary Shares") at a price of 5 pence
per new Ordinary Share (the "Issue Price"), as follows:
· £1,421,587.30 (before expenses) has been raised by way of a placing
of 28,431,746 new Ordinary Shares (the "Placing Shares") at the Issue Price
with new investors and existing shareholders (the "Placing"), which will be
conducted in two tranches as to (i) 2,601,494 Placing Shares which will be
issued and allotted utilising the Company's existing shareholder authorities
to issue new Ordinary Shares on a non-pre-emptive basis and (ii) 25,830,252
Placing Shares, which shall be subject to the passing of resolutions at a
general meeting of the Company; and
· certain of the directors of the Company (the "Directors" or together,
the "Board") and their closely associated persons (as defined in UK MAR) have
directly subscribed with the Company for, in aggregate, 2,740,000 new Ordinary
Shares (the "Subscription Shares") at the Issue Price (the "Subscription"),
conditionally raising £137,000 (before expenses).
In addition to the Placing and Subscription, the Company announces a separate
retail offer to existing shareholders of the Company via the REX Retail
Platform of up to 10,000,000 new Ordinary Shares (the "Retail Offer Shares")
to conditionally raise up to a further £0.5 million (before expenses) at the
Issue Price (the "Retail Offer", and together with the Placing and the
Subscription, the "Fundraise"). The Retail Offer will provide existing UK
retail shareholders in the Company with an opportunity to participate in the
Fundraise. A separate announcement will be made shortly by the Company
regarding the Retail Offer and its terms (the "Retail Offer Announcement").
For the avoidance of doubt, the Retail Offer is not part of the Placing.
Allenby Capital Limited ("Allenby Capital") is acting as sole broker in
connection with the Placing.
Key Highlights
· Placing and Subscription to conditionally raise c. £1.56 million
(before expenses) through the issue of 31,171,746 new Ordinary Shares at the
Issue Price.
· Retail Offer to existing shareholders resident in the United Kingdom
to conditionally raise up to £0.5 million (before expenses) through the issue
of 10,000,000 new Ordinary Shares at the Issue Price.
· The Issue Price represents a discount of approximately 84 per cent.
to the closing mid-market price of an Ordinary Share on 18 May 2023, being the
latest practicable date prior to the publication of this announcement.
· The Fundraise will take place in two tranches, as follows:
· 2,601,494 Placing Shares (the "First Tranche Placing Shares") will be
issued and allotted utilising the Company's existing shareholder authorities
to issue new Ordinary Shares on a non-pre-emptive basis granted at the
Company's annual general meeting held on 23 September 2022 (the "2022 AGM");
and
· 25,830,252 Placing Shares (the "Second Tranche Placing Shares"), the
2,740,000 Subscription Shares and any shares issued pursuant to the Retail
Offer will be issued and allotted conditional, inter alia, upon the passing of
resolutions to authorise such issues and allotments (the "Resolutions") to be
put to holders of Ordinary Shares ("Shareholders") at a general meeting of the
Company (the "General Meeting").
· The General Meeting is proposed to be held at the offices of Fusion
Antibodies at 1 Springbank Road, Springbank Industrial Estate, Dunmurry,
Belfast BT17 0QL at 10.00 a.m. on 8 June 2023 and a circular including a
notice of General Meeting will be sent to Shareholders following the closing
of the Retail Offer.
· The Placing Shares and Subscription Shares will represent
approximately 120 per cent. of the existing issued share capital of the
Company ("Existing Ordinary Shares"). Assuming full take-up of the Retail
Offer, the Placing Shares, Subscription Shares and Retail Offer Shares
(together, the "Fundraise Shares") will represent 158 per cent. of the
Existing Ordinary Shares and approximately 61 per cent. of the share capital
of the Company as enlarged by the Fundraise.
· The Placing is not being underwritten.
Fusion Antibodies CEO, Adrian Kinkaid said: "We are pleased to say that we
have been able to raise funds in an extremely challenging market, and this,
combined with the cost saving measures that we will be implementing, will
provide us with the necessary capital we need to progress the business. We
hugely value our shareholders, and we are delighted that we are able to
include a retail offer in addition to the Placing and Subscription, allowing
existing shareholders who wish to participate to do so.
"The funds will be used to, amongst other matters, support the delivery of the
Integrated Therapeutic Antibody Service. We look forward to further updating
our shareholder base in due course and would like to thank them for their
continued support."
Further details of the Fundraise are set out below.
Enquiries:
Fusion Antibodies plc www.fusionantibodies.com
Adrian Kinkaid, Chief Executive Officer Via Walbrook PR
James Fair, Chief Financial Officer
Allenby Capital Limited Tel: +44 (0)20 3328 5656
James Reeve/Vivek Bhardwaj (Corporate Finance)
Tony Quirke/Joscelin Pinnington (Sales and Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780 or fusion@walbrookpr.com
Anna Dunphy Mob: +44 (0)7876 741 001
Background to and reasons for the Fundraise
Fusion has specialized in protein engineering for therapeutic antibodies.
Having built up a range of individual services, the Company announced in its
half yearly report that it was introducing an integrated approach to its
service offering to better service the Company's clients in their therapeutic
antibody discovery. The Company has begun offering this end-to-end package as
an Integrated Therapeutic Antibody Service ("ITAS"). ITAS will bring together
the various service offerings currently provided by the Company into a
continuous project, managed by Fusion. The Directors believe that it will
provide its customers with a number of benefits including the reduction in
process timelines and reduction in risk. The Directors believe that it will
also provide Fusion with the ability to retain customers for more of the
overall development process which will provide an increased opportunity to
negotiate success milestones and royalties into future contracts.
In parallel with the launch of ITAS, the Company has been pursuing its
research programme to develop a novel therapeutic antibody discovery platform,
OptiMAL(®). This comprises a novel DNA library of antibody sequences and a
Mammalian Display platform to enable the library to be expressed on the
surface of mammalian cells as fully intact IgG antibodies. The OptiMAL(®)
discovery platform has a number of benefits and the Directors remain
optimistic about its likely reception by the market, including large pharma.
It is expected that the output from OptiMAL® will be capable of being
incorporated into the ITAS offering to enhance customer outcomes.
The Company has also commenced the development of two further discovery
platforms based on the component parts from OptiMAL® that, the Directors
believe, have the ability to further broaden the Company's integrated service
offering. These are:
· OptiPhage(TM), a phage display based version of the same DNA library.
OptiPhage(TM) uses the same DNA sequences as OptiMAL® but packages them into
a more commonly used Phage display format. Only smaller antibody fragments can
be screened in this way, compared to whole antibodies via OptiMAL®, but it
can be run at a lower price point for the customer. The Directors believe that
the provision of OptiPhage(TM) provides the Company with an ability to protect
the premium pricing of the OptiMAL® programme whilst meeting budgetary
constraints of its customers. It may also be the platform of choice for those
wanting antibody fragments as their end product; and
· AI/ML-Ab (pronounced AIM Lab), a service combining Mammalian Display
with artificial intelligence ("AI") and/or machine learning ("ML") algorithms
which will be provided by AI/ML expert collaborators. The AI/ML algorithms
typically produce libraries of sequences which are an excellent match with the
Company's Mammalian Display platform. Two such collaborators have already
signed Memoranda of Understanding with the Company.
The net proceeds of the Fundraise will support the delivery of ITAS, to
position Fusion as a leading provider of therapeutic antibody discovery with a
suite of proprietary and cutting edge discovery engines to drive the
commercial success of the business. Initially, the Company will target
customer funded projects for the commercialisation of AI/ML-Ab, while any
investments in OptiPhage(TM) will be subject to customer appetite for the
proposition.
Current trading and outlook
On 6 March 2023, the Company provided an update on unaudited trading for the
year ended 31 March 2023 ("FY2023"). Due to delays to a number of contracts
and continued uncertainty of timescales to win contracts and to recognise the
revenues from those contracts, the Company expects that revenues for FY2023
are expected to be significantly reduced on the prior year, and not less than
£2.8 million. The Company has been carefully managing costs until revenues
return to growth. In particular, headcount has been reduced during FY2023 from
that in the financial year ended 31 March 2022 ("FY2022"). Additional steps
taken, such as cross training of staff from different laboratories, has had
the combined benefit of minimising impact on capacity or capability to deliver
customer and R&D projects and preparing for the ITAS projects.
While trading in the second half of FY2023 was particularly challenging, the
Company has responded with the announcement of ITAS and a Mammalian Display
service to be provided to companies with AI/ML discovery platforms.
Negotiations are progressing with two AI/ML companies and Memoranda of
Understanding have been signed with both.
Whilst there remains a significant amount of uncertainty over the timing and
implementation of future contract wins due to the reduced investment in the
broader biotech sector, the Company expects trading to recover incrementally
over the short to medium term both in respect of existing services and the new
services coming on stream.
In light of the macro-economic headwinds which the Company and its customers
are facing, the Board has identified up to a further £2.2 million of
annualized costs savings that can be implemented in the near-term. This cost
saving includes a significant reduction in headcount across all levels of the
Company, including the Company's non-executive directors having agreed to
forgo all remuneration that they are entitled to and the Company's executive
directors having agreed to changes in their remuneration to further conserve
cash until such time that the Company's trading has recovered to an
appropriate level. The Directors believe that, notwithstanding these cost
reductions, the Company will still be able to progress the launch of ITAS.
Where possible, the Company will seek client contributions for further
collaborative trials with a view to full commercialization of OptiMAL® and
the initial AI/ML-Ab and OptiPhage(TM) projects.
Use of proceeds
The net proceeds receivable by the Company pursuant to the Placing and
Subscription are approximately £1.42 million. The Company intends to use the
proceeds, along with along with any proceeds from the Retail offer, to provide
near-term working capital, as well as fund non-recurring restructuring costs
associated with the cost savings of approximately £0.1 million. The Company
will focus on revenue generating commercial projects over R&D projects,
whilst still progressing the continued delivery of the OptiMAL® programme,
with the support of third parties where possible.
Based on the Company's conservative internal estimations for FY2024 and the
identified cost savings set out above, the net proceeds of the Fundraise are
expected to provide a cash runway of at least 18 months. A key strategic focus
for the Company will be seeking to achieve cash neutrality during that
timeframe. The Company will continue to seek to take advantage of all grant
funding made available to it, which is anticipated to enhance the ability to
achieve the runway.
The net proceeds of the Retail Offer will be deployed for the same purposes as
outlined above.
Director change
The Company has been informed by James Fair that he will be stepping down from
the Board as Chief Financial Officer, effective 31 May 2023. A further
announcement will be made in due course in respect of the appointment of a new
CFO. The Board would like to thank James for his significant contribution to
the Company over the past 14 years and wish him well in his future endeavours.
Details of the Placing and Subscription
The Placing will result in the issue of a total of 28,431,746 Placing Shares
and the Subscription will result in the issue of 2,740,000 Subscription
Shares, in each case at the Issue Price. Together the Placing and the
Subscription has conditionally raised £1,558,587.30 before expenses for the
Company.
The First Tranche Placing Shares will be issued on a non-pre-emptive basis
pursuant to the authorities granted to the Board at the Company's 2022 AGM
(the "First Placing"). The Second Tranche Placing Shares and the
Subscription Shares will be issued conditional, inter alia, on the passing of
the Resolutions at the General Meeting (the "Second Placing").
The Placing Shares and the Subscription Shares, when issued and fully paid,
will rank pari passu in all respects with the existing Ordinary Shares in
issue and therefore will rank equally for all dividends or other distributions
declared, made or paid after the issue of the Placing Shares and the
Subscription Shares.
Allenby Capital has entered into the Placing Agreement with the Company
pursuant to which Allenby Capital has, on the terms and subject to the
conditions set out therein (including the occurrence of First Admission and
Second Admission), undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing Agreement
contains certain warranties and indemnities from the Company in favour of
Allenby Capital. The Placing is not being underwritten by Allenby Capital or
any other person.
The Placing is conditional, inter alia, upon First Admission in respect of the
First Tranche Placing Shares and upon the passing of the Resolutions and
Second Admission in respect of the Second Tranche Placing Shares and the
Placing Agreement not being terminated prior to First Admission or Second
Admission. The Subscription is conditional, inter alia, upon the completion of
the Placing.
The First Placing is not conditional on the Second Placing, the Subscription
or the Retail Offer. Should the Resolutions not be passed at the General
Meeting, the Second Placing, the Subscription and the Retail Offer will not
proceed. The First Placing will not be affected by any or all of the Second
Placing, the Subscription and Retail Offer failing to complete for any reason.
In order for Second Admission to proceed, Shareholders will need to approve
both Resolutions set out in the Notice of General Meeting. If either of the
Resolutions to be proposed at the General Meeting are not approved by
Shareholders, the Second Tranche Placing Shares, the Retail Offer Shares and
the Subscription Shares will not be able to be allotted and consequently the
Company will receive significantly less money than anticipated from the
Fundraise. In such circumstances, the Company will have to adapt its
business plans, strategy and cost base accordingly and it is highly likely
that the Company's performance, financial position and prospects will be
adversely affected. In the absence of availability of any alternative funding
solutions, the Directors consider that it is highly likely that the Company
would be required to appoint an administrator in that instance in order to
protect the interest of creditors. Accordingly, the Directors consider that it
is very important that Shareholders vote in favour of the Resolutions in order
that Second Admission can proceed.
Completion of the Retail Offer is conditional upon, inter alia, completion of
the Placing and the Subscription. However, completion of the Placing and the
Subscription is not conditional on the completion of the Retail Offer and
there is no minimum fundraising for the Retail Offer. The Retail Offer is
available only to existing shareholders of the Company resident in the United
Kingdom.
Director and PDMR participation
The following Directors and their closely associated persons (as defined in UK
MAR) have conditionally subscribed for a total of 2,740,000 new Ordinary
Shares at the Issue Price in the Subscription:
Director/PDMR/PCA Existing beneficial shareholding Subscription Shares subscribed for Beneficial shareholding on completion of the Fundraise Percentage of enlarged issued share capital (assuming full take-up of the
Retail Offer
Simon Douglas 255,800 200,000(1) 455,800 1.11%
Adrian Kinkaid 4,000 140,000 144,000 0.35%
Sonya Ferguson 102,587 400,000 502,587 1.22%
Colin Walsh(2) - 600,000(3) 600,000 1.46%
Hamniv (GP) Limited(4) - 1,400,000 1,400,000 3.40%
(1) Subscription Shares applied for by relatives of Simon Douglas
(2) Colin Walsh is the Chief Executive and founder of Crescent Capital NI
Limited ("Crescent Capital"), which is the fund manager for Crescent Capital
III LP which holds 613,382 Ordinary Shares.
(3) Subscription shares applied for by Walsh Strategic Management Limited, a
company controlled by Colin Walsh
(4) Hamniv (GP) Limited is a subsidiary of Crescent Capital.
The tables below, which have been provided in accordance with the requirements
of the UK Market Abuse Regulation, provide further details of the
transactions.
Related party transactions
The participation in the Subscription by Simon Douglas, Colin Walsh, Sonya
Ferguson and Adrian Kinkaid and persons closely associated with them is deemed
to be a related party transaction pursuant to rule 13 of the AIM Rules for
Companies. Accordingly, the Independent Directors of Fusion (being Matthew
Baker, Richard Buick and James Fair) consider, having consulted with the
Company's nominated adviser, Allenby Capital Limited, that the terms of their
participation in the Subscription are fair and reasonable insofar as the
Company's Shareholders are concerned.
Details of the Retail Offer
The Retail Offer will open at 07:01 on 19 May 2023 and be closed at 12:00 on
22 May 2023.
Conditional upon, inter alia, completion of the Placing, the Subscription and
the passing of the Resolutions, up to 10,000,000 Retail Offer Shares will be
issued through the Retail Offer at the Issue Price to raise gross proceeds of
up to approximately £0.5 million (before expenses).
Pursuant to the terms of the Retail Offer, the Company will make the Retail
Offer to holders of existing holders of Ordinary Shares resident in the United
Kingdom and only through financial intermediaries via the REX Retail Platform.
Those investors who subscribe for new Ordinary Shares pursuant to the Retail
Offer will do so pursuant to the terms and conditions of the Retail Offer
contained in the Retail Offer Announcement. The Retail Offer is not subject to
any minimum fundraising. The Retail Offer will be conditional on completion of
the Placing and Subscription.
The Retail Offer Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares, the Placing Shares and the
Subscription Shares.
Admission to trading on AIM
Application has been made to the London Stock Exchange plc for the First
Tranche Placing Shares to be admitted to trading on AIM ("First Admission").
It is currently anticipated that First Admission will become effective and
that dealings in the First Tranche Placing Shares will commence on AIM at 8.00
a.m. on or around 24 May 2023.
Subject to, inter alia, the approval of the Resolutions, application will be
made to the London Stock Exchange plc for the Second Tranche Placing Shares,
the Subscription Shares and the Retail Offer Shares to be admitted to trading
on AIM ("Second Admission"). Assuming the Resolutions are passed at the
General Meeting, it is anticipated that that Second Admission will become
effective and that dealings in the Second Tranche Placing Shares, the Retail
Offer Shares and the Subscription Shares will commence on AIM at 8.00 a.m. on
or around 12 June 2023.
Notice of General Meeting
A circular including a notice convening a General Meeting of the Company, to
be held at the Company's offices at 1 Springbank Road, Springbank Industrial
Estate, Dunmurry, Belfast BT17 0QL at 10.00 a.m. on 8 June 2023 is expected to
be sent to Shareholders following the closing of the Retail Offer and by no
later than 23 May 2023. At the General Meeting, Shareholders will be asked to
consider resolutions which, if approved, will provide the Directors with the
authority and power to allot and disapply statutory pre-emption rights in
relation to each of the Second Tranche Placing Shares, the Retail Offer Shares
and the Subscription Shares.
Total voting rights
On First Admission, the Company will have 28,616,440 ordinary shares of 4p
each in issue, each with one voting right. There are no shares held in
treasury. Therefore, the Company's total number of ordinary shares in issue
and voting rights will be 28,616,440 and this figure may be used by
shareholders from First 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.
A further announcement will be made in relation to the total voting rights in
the Company's share capital following Second Admission.
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. Adrian Kinkaid
2. Sonya Ferguson
3. Rachel Goldstraw
4. Katherine Douglas
5. Colin Walsh
2 Reason for the notification
a) Position/status 1. CEO
2. Non-Executive Director
3. Daughter of Simon Douglas, Chairman (a PCA)
4. Daughter of Simon Douglas, Chairman (a PCA)
5. 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 Fusion Antibodies plc
b) LEI 213800KBAYRC9VOQ9V39
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 4p each in Fusion Antibodies plc
Identification code
Identification code (ISIN) for Fusion Antibodies plc ordinary shares:
GB00BDQZGK16
b) Nature of the transaction Purchase of shares
c) Price(s) and volume(s) Price(s) Volume(s)
1. 5p 140,000
2. 5p 400,000
3. 5p 100,000
4. 5p 100,000
5. 5p 600,000
d) Aggregated information: N/A
- Aggregated volume
- Price
e) Date of the transaction 19 May 2023, to be completed on 12 June 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
N/A
e)
Date of the transaction
19 May 2023, to be completed on 12 June 2023
f)
Place of the transaction
Outside a trading venue
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 Fundraise. 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 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 Nominated Adviser and 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 Fundraise or the Retail Offer. 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.
About Fusion Antibodies plc
Fusion is a Belfast based contract research organisation ("CRO") providing a
range of antibody engineering services for the development of antibodies for
both therapeutic drug and diagnostic applications.
The Company's ordinary shares were admitted to trading on AIM on 18 December
2017. Fusion provides a broad range of services in antibody generation,
development, production, characterisation and optimisation. These services
include antigen expression, antibody production, purification and sequencing,
antibody humanisation using Fusion's proprietary CDRx (TM) platform and the
production of antibody generating stable cell lines to provide material for
use in clinical trials. Since 2012, the Company has successfully sequenced
and expressed over 250 antibodies and successfully completed over 200
humanisation projects and has an international, blue-chip client base, which
has included eight of the top 10 global pharmaceutical companies by revenue.
The Company was established in 2001 as a spin out from Queen's University
Belfast. The Company's mission is to enable pharmaceutical and diagnostic
companies to develop innovative products in a timely and cost-effective manner
for the benefit of the global healthcare industry. Fusion Antibodies provides
a broad range of services in antibody generation, development, production,
characterisation and optimisation.
Fusion Antibodies growth strategy is based on combining the latest
technological advances with cutting edge science to deliver new platforms that
will enable Pharma and Biotech companies get to the clinic faster, with the
optimal drug candidate and ultimately speed up the drug development process.
The global monoclonal antibody therapeutics market was valued at $135.4
billion in 2018 and is forecast to surpass $212.6 billion in 2022, an increase
at a CAGR of 12.0 per cent. for the period 2018 to 2022. In 2017, seven of the
world's ten top selling drugs were antibody-based therapeutics with the
combined annual sales of these drugs exceeding $63.2 billion.
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