REG - hVIVO PLC - Proposed Secondary Placing of Ordinary Shares

hVIVOAnnouncement

14/02/2024 07:00

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RNS Number : 0412D  hVIVO PLC  14 February 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL 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 HVIVO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HVIVO PLC.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT
OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

hVIVO plc

("hVIVO", or the "Company")

Proposed Secondary Placing of not less than 14 million Existing Ordinary
Shares in the Company

 

hVIVO plc (AIM & Euronext: HVO), the world leader in testing infectious
and respiratory disease products using human challenge clinical trials,
announces that it has been informed by certain Directors of the Company of
their intention to sell, in aggregate, not less than 14,000,000 ordinary
shares of 0.1 pence each ("Ordinary Shares") in the capital of Company (the
"Placing Shares"), representing approximately 25% of their current
shareholding, at a price of 28 pence per Placing Share (the "Placing") in
order to satisfy strong institutional demand.

Each of Raglan Road Capital Limited and Raglan Securities Limited (two
investment vehicles of Cathal Friel, Co-Founder and Chairman), Pamela Iyer
(Cathal Friel's spouse), Horizon Medical Technologies Limited (an investment
vehicle controlled by Cathal Friel but of which neither he nor his spouse has
any beneficial ownership) and Brendan Buckley (Co-Founder and Non-Executive
Director) (together, the "Selling Shareholders"), intend to participate in the
Placing as the selling shareholders.

Following a series of meetings with both new and existing institutional
investors, it became apparent that demand for Ordinary Shares was in excess of
those readily available for sale. The Selling Shareholders recognise the
strategic importance to hVIVO of a strong and supportive institutional
shareholder base, and have therefore decided to release a portion of their own
holdings in order to help satisfy this demand.

Cavendish Capital Markets Limited ("Cavendish") and Peel Hunt LLP ("Peel
Hunt") are acting as placing agents in relation to the Placing.

The sale of the Placing Shares will be effected by way of an accelerated
bookbuild to institutional investors which will be launched immediately
following this announcement (the "Bookbuild").

A further announcement noting the number of Placing Shares sold by and
subsequent holdings of the Selling Shareholders will be made following
completion of the Bookbuild.

The timing for the close of the Bookbuild and the distribution of allocations
will be at the absolute discretion of Cavendish and Peel Hunt.

 

 

 

 

 

For further information please contact:

 

 hVIVO plc                                                           +44 (0) 20 7756 1300
 Yamin 'Mo' Khan, Chief Executive Officer

 Stephen Pinkerton, Chief Financial Officer

 Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)                        +44 (0) 20 7220 0500
 Geoff Nash, Charlie Beeson, Nigel Birks, Harriet Ward

 Peel Hunt LLP (Joint Broker)                                        +44 (0)20 7418 8900
 James Steel, Jock Maxwell Macdonald, Nicolas Wilks

 Davy (Euronext Growth Adviser and Joint Broker)                     +353 (0) 1 679 6363
 Anthony Farrell, Niall Gilchrist

 Walbrook PR (Financial PR & IR)                                     +44 (0) 20 7933 8780 or hvivo@walbrookpr.com

 Stephanie Cuthbert / Phillip Marriage /                             +44 (0) 7796 794 663 / +44 (0) 7867 984 082 /

Louis Ashe-Jepson
+44 (0) 7747 515 393

 

Notes to Editors

 

About hVIVO

 

hVIVO plc (ticker: HVO) (formerly Open Orphan plc) is a rapidly growing
specialist contract research organisation (CRO) and the world leader in
testing infectious and respiratory disease vaccines and therapeutics using
human challenge clinical trials. The Group provides end-to-end early clinical
development services to its large, established and growing repeat client base,
which includes four of the top 10 largest global biopharma companies.

 

The Group's fast-growing services business includes a unique portfolio of 11
human challenge models, with a number of new models under development, to test
a broad range of infectious and respiratory disease products. The Company has
world class challenge agent manufacturing, specialist drug development and
clinical consultancy services via its Venn Life Sciences brand, and a lab
offering via its hLAB brand, which includes virology, immunology biomarker
and molecular testing. The Group offers additional clinical field trial
services such as patient recruitment and clinical trial site services.

 

hVIVO runs challenge studies in London from its Whitechapel quarantine
clinic, its state-of-the-art QMB clinic with its highly specialised on-site
virology and immunology laboratory, and its clinic in Plumbers Row. To recruit
volunteers / patients for its studies, the Company leverages its unique
clinical trial recruitment capability via its FluCamp
(https://eur05.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.flucamp.com%2F&data=05%7C01%7CCarol.Dalton%40openorphan.com%7Cfb9f1a50aaa9492d81ed08da875cca71%7C131abc777e104bbd90170559abc5d601%7C1%7C0%7C637971129881295595%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=fQdtQTHu9Bo70yRgWcZW5liNTXPYiWl9YayUA01E%2FlA%3D&reserved=0)
 volunteer screening facilities in London and Manchester.

 

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT
IMPLEMENTING MEASURES (AND, IN THE UNITED KINGDOM, ONLY TO THE EXTENT THE SAME
FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER, OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY
OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING
THE PLACING SET OUT IN 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States, Canada,
Australia, South Africa or Japan or in any jurisdiction in which such an offer
or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) 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. There will be no public
offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus, admission document or offering document has been or will be
prepared in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has
not been independently verified by the Selling Shareholders, the Company,
Cavendish, Peel Hunt or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, the Republic of South Africa or
Japan. Any failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Selling Shareholders, the Company, Cavendish, Peel Hunt or any of
their respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction, 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 Selling Shareholders and Cavendish and Peel Hunt to inform
themselves about and to observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, the Selling
Shareholders, Cavendish, Peel Hunt or any of their respective affiliates in
relation to any purchase of or subscription for securities of the Company. No
representation or warranty, express or implied, is given by or on behalf of
the Company, the Selling Shareholders, Cavendish, Peel Hunt or any of their
respective directors, partners, officers, employees, advisers or any other
persons as to the accuracy, fairness or sufficiency of the information or
opinions contained in this announcement and none of the information contained
in this announcement has been independently verified.  Save in the case of
fraud, no liability is accepted for any errors, omissions or inaccuracies in
such information or opinions.

Cavendish, which is authorized and regulated by the Financial Conduct
Authority in the United Kingdom, is acting only for the Selling Shareholders
in connection with the Placing and will not be responsible to anyone other
than the Selling Shareholders for providing the protections offered to the
clients of Cavendish, nor for providing advice in relation to the Placing or
any matters referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on Cavendish by the
Financial Services and Markets Act 2000, any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should seek their
own independent legal, investment and tax advice as they see fit.

Peel Hunt, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting only for the Selling Shareholders
in connection with the Placing and will not be responsible to anyone other
than the Selling Shareholders for providing the protections offered to the
clients of Peel Hunt, nor for providing advice in relation to the Placing or
any matters referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on Peel Hunt by the
Financial Services and Markets Act 2000, any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should seek their
own independent legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed or implied
by the forward-looking statements. These risks, uncertainties and assumptions
could adversely affect the outcome and financial consequences of the plans and
events described herein. No one undertakes any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place any undue
reliance on forward-looking statements which speak only as of the date of this
announcement. Statements contained in this announcement regarding past trends
or events should not be taken as representation that such trends or events
will continue in the future.

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

Information to Distributors

Solely for the purposes of the product governance requirements of 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 Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in the
Placing 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 Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cavendish and Peel Hunt 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
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 Placing Shares.

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

 

 

 

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