REG - Hemogenyx Pharma Plc - Notice of Extraordinary General Meeting

Hemogenyx PharmaceuticalsAnnouncement

22/11/2024 13:00

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RNS Number : 3733N  Hemogenyx Pharmaceuticals PLC  22 November 2024

22 November 2024

 

Hemogenyx Pharmaceuticals plc

("Hemogenyx Pharmaceuticals" or the "Company")

 

Notice of Extraordinary General Meeting

Proposed Capital Reorganisation and New Articles of Association

Hemogenyx Pharmaceuticals plc (LSE: HEMO), the biopharmaceutical group focused
on developing new therapies for blood diseases announces that it has posted,
or otherwise made available, a circular to shareholders containing a notice
convening an Extraordinary General Meeting to be held at 10.00 a.m. on 9
December 2024 at 1 Heddon Street, London W1B 4BD.

The Company is seeking the approval of shareholders by way of an ordinary
resolution to execute a subdivision followed by a consolidation of its
ordinary shares and to grant authority to the Directors to allot new shares.
Further, the Company is seeking the approval of shareholders by way of a
special resolution to disapply the statutory pre-emption rights in relation to
the issue and allotment of new shares and to adopt of a new set of articles of
association.

 

Background and reasons for seeking approval for the Resolutions

The Company is at a pivotal stage in its progress and has received injections
of equity capital to support its clinical trial activities. The Directors
consider, having received feedback from some potential funders, that the
"penny share" perception of the Company's shares deters most institutional and
professional investors from participating in capital raises which the Company
undertakes. This is relevant to both UK institutions and US-based
life-sciences oriented institutional investors and potential partners. As it
enters clinical trials for HEMO-CAR-T and resumes development of its other
product candidates, it will potentially seek further funding and believes that
a higher share price following a reorganised share capital is likely to open
up the pool of such potential institutional and professional investors who
will, it believes be more likely to subscribe for new equity in future
fundraises. To enable the Company to raise sufficient funding to take the
HEMO-CAR-T clinical trials forward to the extent necessary and to enable the
Company to have sufficient working capital for the period up to the next
annual general meeting, the Directors are also seeking authority to disapply
pre-emption rights over 50% of the Company's issued ordinary share capital.

It is essential that the proposed resolutions are passed. Failure to do so
would severely compromise the Company's ability to finance clinical trials on
a continuing basis.

Capital Reorganisation

The Company currently has 1,401,815,988 ordinary shares of £0.01 each in
issue (the "Existing Ordinary Shares"). The Board proposes to carry out a
subdivision and reclassification of the Existing Ordinary Shares by 1:2 so
that each Existing Ordinary Share will be subdivided and reclassified into 1
new ordinary share of £0.000025 each (the "New Ordinary Shares") and 1
deferred share of £0.009975 each (the "Deferred Shares") (the "Subdivision"),
followed by a consolidation of the New Ordinary Shares by 400:1 so that every
400 New Ordinary Shares will be consolidated into 1 New Ordinary Share of
£0.01 each (the "Consolidation", together with the Subdivision, the "Capital
Reorganisation").

The Deferred Shares will have no right to vote or participate in the capital
of the Company (save as set out under the heading 'New Articles' within the
published circular) and the Company will not issue any certificates or credit
CREST accounts in respect of them. The Deferred Shares will not be admitted to
trading on any exchange. The rights of the New Ordinary Shares and the
Deferred Shares will be set out in the New Articles proposed to be adopted by
the Company. The purpose of the Capital Reorganisation is to reduce the
nominal value of the Existing Ordinary Shares and to reduce the number of
shares in issue.

For purely illustrative purposes, examples of the effects of the proposed
Capital Reorganisation (should it be approved by Shareholders) are set out
below:

 Number of Existing Ordinary Shares of  Number of New Ordinary Shares of £0.01 each following theCapital   Number of Deferred Shares of £0.009975 each following the Capital

£0.01 each held                       Reorganisation                                                     Reorganisation
 400                                    1                                                                  400
 4,000                                  10                                                                 4,000
 40,000                                 100                                                                40,000
 400,000                                1,000                                                              400,000

 

It is likely that the Capital Reorganisation will result in fractional
entitlements to a New Ordinary Share where any holding is not precisely
divisible by 400. No certificates will be issued for fractional entitlements
to New Ordinary Shares. Following the implementation of the Capital
Reorganisation, certain shareholders may not have a proportionate shareholding
of New Ordinary Shares exactly equal to their proportionate holding of
Existing Ordinary Shares. Furthermore, any shareholders holding fewer than 400
Existing Ordinary Shares as at 6.00pm on the Record Date (as defined in the
published circular) will cease to be a shareholder of ordinary shares in the
Company. The minimum threshold to receive New Ordinary Shares will be 400
Existing Ordinary Shares.

The Company's articles of association permit the Directors to sell shares
representing fractional entitlements arising from the proposed Capital
Reorganisation. Any New Ordinary Shares in respect of which there are
fractional entitlements will therefore be aggregated and sold for the best
price reasonably obtainable on behalf of shareholders entitled to fractions.
The Company will distribute the proceeds of sale in accordance with the
Company's articles of association.

Share certificates in respect of the New Ordinary Shares will be issued
following the Capital Reorganisation or, in the case of uncertificated
holders, Euroclear UK and International Limited will be instructed to credit
the CREST participant's account with New Ordinary Shares.

 

Enquiries:

 Hemogenyx Pharmaceuticals plc                                   https://hemogenyx.com (https://hemogenyx.com/)
 Dr Vladislav Sandler, Chief Executive Officer & Co-Founder      headquarters@hemogenyx.com (mailto:headquarters@hemogenyx.com)
 Peter Redmond, Director                                         peter.redmond@hemogenyx.com (mailto:peter.redmond@hemogenyx.com)
 SP Angel Corporate Finance LLP                                  Tel: +44 (0)20 3470 0470
 Matthew Johnson, Vadim Alexandre, Adam Cowl
 Peterhouse Capital Limited                                      Tel: +44 (0)20 7469 0930
 Lucy Williams, Duncan Vasey, Charles Goodfellow

 

About Hemogenyx Pharmaceuticals plc

Hemogenyx Pharmaceuticals is a publicly traded company (LSE: HEMO)
headquartered in London, with its US operating subsidiaries, Hemogenyx
Pharmaceuticals LLC and Immugenyx LLC, located in New York City at its
state-of-the-art research facility.

 

The Company is a clinical stage biopharmaceutical group developing new
medicines and treatments to treat blood and autoimmune diseases. Hemogenyx
Pharmaceuticals is developing several distinct and complementary product
candidates, as well as platform technologies that it uses as engines for novel
product development.

 

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