REG - MaxCyte, Inc. MaxCyte, Inc. - MXCR - Consolidation of Trading Lines
21/02/2020 07:00
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RNS Number : 6770D MaxCyte, Inc. 21 February 2020
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES 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
MAXCYTE, INC. 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 MAXCYTE,
INC.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Consolidation of Trading Lines
Gaithersburg, Maryland - 21 February 2020: MaxCyte (LSE: MXCT, MXCS), the
global clinical-stage cell-based therapies and life sciences company,
announces the consolidation of the two lines of Common Stock into a single
unrestricted line of Common Stock (MXCT.L). This will be effected by the
transfer of all stock comprising the Regulation S restricted trading line
MXCS.L to the unrestricted Common Stock (MXCT.L) trading line.
This is in accordance with the Company's previously stated intention that the
two lines of Common Stock would be consolidated following expiration of the
distribution compliance period in relation to new shares issued by the Company
on 28 February 2019 and 1 March 2019. (Further details on the restrictions and
distribution compliance period are set out below). The consolidation is
intended to help both trading liquidity and transparency for shareholders. The
move will result in the cancellation of trading of the Regulation S restricted
trading line MXCS.L (ISIN Number USU575801175).
Currently MaxCyte common stock of $0.01 par each ("Common Stock") are held as:
(i) unrestricted Common Stock trading under the symbol MXCT.L (ISIN number
US57777K1060)
(ii) restricted Common Stock trading under the symbol MXCS.L (ISIN number
USU575801175)
The number of unrestricted shares of Common Stock currently trading under the
symbol 'MXCT.L' is 51,444,847 and the number of restricted shares of Common
Stock currently trading under the symbol 'MXCS.L' is 5,958,736.
From 2 March 2020, all 57,403,583 MaxCyte Common Stock will be held as
unrestricted shares in MXCT.
Further details regarding the restricted shares
As stated in the Company's circular dated 6 February 2019, the Company has
intended to transfer the restricted shares held by non-affiliates (as defined
under the US Securities Act of 1933, as amended (the "Securities Act")) of the
Company (including those holders who are affiliates only by virtue of their
position as an officer or director of the Company) to the unrestricted line of
Common Stock. As this includes all of the restricted shares the Company will
also be cancelling the restricted trading line.
While the restricted shares on the trading line MXCS.L are identical in all
respects to the Company's Common Stock, free from all liens, charges and
encumbrances of any kind, during the "distribution compliance period", (as set
out under Regulation S under the Securities Act) they are subject to the
conditions listed under section 903(b)(3), or Category 3, of Regulation S.
This restricted line of Common Stock under the symbol MXCS.L is held in the
CREST system and has been segregated within CREST identified with the marker
"REG S" and ISIN USU575801175. Those shares may not be offered or sold to, or
for the account or benefit of, US Persons (as defined under the Securities
Act) during the distribution compliance period.
The distribution compliance period will end on 28 February 2020 and the
restricted Regulation S trading line with the symbol MXCS.L and ISIN
USU575801175 will cease trading at 4:30pm on Friday 28 February 2020. All
shareholders on the MXCS.L share register at 6:00pm on Friday 28 February 2020
will have their shareholding in Common Stock transferred to the non-restricted
share register. From Monday 2 March 2020 all MaxCyte Common Stock will trade
under the symbol MXCT.L, ISIN number US57777K1060. Shareholders who hold
shares in paper certificate format will be sent replacement share certificates
within ten business days.
About MaxCyte
MaxCyte is a clinical-stage global cell-based therapies and life sciences
company applying its proprietary cell engineering platform to deliver the
advances of cell-based medicine to patients with high unmet medical needs.
Through its life sciences business, MaxCyte leverages its Flow
Electroporation® Technology to enable its biopharmaceutical partners to
advance the development of innovative medicines, particularly in cell therapy.
MaxCyte has placed its technology worldwide, including with all of the top ten
global biopharmaceutical companies. The Company now has more than 100
partnered programme licenses in cell therapy with more than 70 licensed for
clinical use. The Company has now signed eight clinical/commercial licenses
with leading cell therapy developers and the potential pre-commercial
milestones from these relationships now exceeds $650 million. With its
robust delivery technology platform, MaxCyte helps its partners to unlock the
full potential of their products. MaxCyte is also developing novel CARMA
therapies, with its first drug candidate in a Phase I clinical trial. CARMA is
MaxCyte's mRNA-based proprietary therapeutic platform for autologous cell
therapy for the treatment of solid cancers. MaxCyte has established CARMA as a
wholly owned subsidiary to facilitate independent investment and new
partnerships to advance the CARMA platform. For more information, visit
www.maxcyte.com (http://www.maxcyte.com) .
For further information, please contact:
MaxCyte Inc. +1 301 944 1660
Doug Doerfler, Chief Executive Officer
Ron Holtz, Chief Financial Officer
Nominated Adviser and Joint Corporate Broker
Panmure Gordon +44 (0)20 7886 2500
Emma Earl
Freddy Crossley
Corporate Broking
James Stearns
Joint Corporate Broker +44 (0)20 7260 1000
Numis Securities Limited
James Black
Duncan Monteith
Financial PR Adviser
Consilium Strategic Communications +44 (0)203 709 5700
Mary-Jane Elliott maxcyte@consilium-comms.com
Chris Welsh
Sukaina Virji
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