REG - Oncimmune Hldgs PLC - Extension of Capital Raising

Oncimmune HoldingsAnnouncement

09/12/2022 13:30

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RNS Number : 2612J  Oncimmune Holdings PLC  09 December 2022

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ANNOUNCEMENT.

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CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
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ABUSE REGULATION (596/2014/EU) ("MAR"). UPON THE PUBLICATION OF THIS
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DOMAIN.

 

12 December 2022

 

 

Oncimmune Holdings plc

 

("Oncimmune" or the "Company")

 

Extension of Capital Raising

 

Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics
group, announces that the closing of the Capital Raising announced at 2.00
p.m. on 7 December 2022, is now extended to 4.30 p.m. on Tuesday 13
December.  This extension has been made to allow management to update
shareholders on the Company's recent progress and to provide additional time
to participate in the Placing.

 

Admission of the Capital Raising Shares is now expected to become effective,
and dealings in such shares to commence, at 8.00 a.m. on Friday 16 December
2022.

 

For further information:

 

Oncimmune Holdings plc

Dr Adam M Hill, Chief Executive Officer

Matthew Hall, Chief Financial Officer

contact@oncimmune.co.uk (mailto:contact@oncimmune.co.uk)

 

Singer Capital Markets (Nominated Adviser, Joint Broker and Bookrunner)

Aubrey Powell, Harry Gooden, George Tzimas, James Fischer

+44 (0)20 7496 3000

 

WG Partners (Joint Broker)

David Wilson, Nigel Barnes, Erland Sternby

+44 (0)20 3705 9321

 

About Oncimmune

 

ImmunoINSIGHTS Service Business

 

Oncimmune is a leading immunodiagnostics developer, primarily focused on the
growing fields of immuno-oncology, autoimmune disease and infectious diseases.
The ImmunoINSIGHTS service business leverages Oncimmune's technology platform
and methodologies across multiple diseases, to offer life-science
organizations actionable insights for therapies across the development and
product lifecycle. Our core immune-profiling technology is underpinned by our
library of over eight thousand immunogenic proteins, one of the largest of its
kind. This helps identify trial participants and patients into clinically
relevant subgroups, enabling development of targeted and more effective
treatments.

 

Oncimmune's ImmunoINSIGHTS service business is based at the Company's
discovery research centre in Dortmund, Germany. The business platform enables
life science organizations to optimize drug development and delivery, leading
to more effectively targeted and safer treatments for patients.

 

The ImmunoINSIGHTS development team is based in the US and Europe and
Oncimmune is seeking to replicate the Dortmund facility in the US in the
medium term.

 

EarlyCDT Product Business

 

Oncimmune's immunodiagnostic technology, EarlyCDT®, can detect and help
identify cancer on average four years earlier than standard clinical
diagnosis. Our lead diagnostic test, EarlyCDT® Lung, targets a vast market
estimated to grow to £3.8bn by 2024. With over 200,000 tests already
performed for patients worldwide and its use being supported by peer reviewed
data in over 12,000 patients, we are poised to become an integral component of
future lung cancer detection programs, globally.

 

Oncimmune's diagnostic products business is located at its laboratory facility
in Nottingham, UK.

 

For more information, visit www.oncimmune.com (http://www.oncimmune.com)

 

 

IMPORTANT NOTICES

Neither this announcement ("Announcement"), nor any copy of it, may be taken
or transmitted, published or distributed, directly or indirectly, in whole or
in part, in or into the United States, Australia, Canada, Japan, New Zealand
or the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would constitute a
violation of the relevant securities laws of such jurisdiction (each, a
"Restricted Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall constitute an offer
to sell or issue, or the solicitation of an offer to buy, acquire or subscribe
for any shares in the capital of the Company in the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or any other state
or jurisdiction in which such offer or solicitation is not authorised or to
any person to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any state or other
jurisdiction of the United States.

No action has been taken by the Company, Singer Capital Markets or WG Partners
together, the "Joint Brokers"), or any of their respective directors,
officers, partners, agents, employees, affiliates, advisors, consultants or,
in the case of the Joint Brokers, persons connected with them as defined in
the Financial Services and Markets Act 2000, as amended ("FSMA") (together,
"Affiliates") that would permit an offer of the Placing Shares or possession
or distribution of this Announcement or any other publicity material relating
to such Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

This Announcement has not been approved by the Financial Conduct Authority or
the London Stock Exchange.

No offering document or prospectus will be made available in connection with
the matters contained or referred to in this Announcement and no such offering
document or prospectus is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation"). No public offering of the Placing Shares is being made by any
person anywhere and the Company has not authorised or consented to any such
offering in relation to the Placing Shares.

This Announcement is for information purposes only and is directed only at:
(a) in a Member State of the European Economic Area ("EEA"), persons who are
"qualified investors" within the meaning of Article 2(e) of the EU Prospectus
Regulation (as amended and/or supplemented from time to time and includes any
relevant implementing measure in any Member State); and (b) in the United
Kingdom, persons who are "qualified investors" within the meaning of Article
2(e) of the UK Prospectus Regulation who are also: (i) "investment
professionals" within the meaning of Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii)
persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (c) otherwise, persons to
whom it may otherwise be lawful to communicate them (all such persons in (a),
(b) and (c), together being referred to as "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are not Relevant
Persons.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by either of the Joint Brokers, or by any
of their respective Affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained in this
Announcement or any other written or oral information made available to or
publicly available to any interested person or its advisers, and any liability
therefore is expressly disclaimed.

None of the information in this Announcement has been independently verified
or approved by either of the Joint Brokers or any of their Affiliates. Save
for any responsibilities or liabilities, if any, imposed on the Joint Brokers
by FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by either of the Joint Brokers or any of their respective Affiliates
whatsoever for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or purported to
be made by or on behalf of either of the Joint Brokers or any of their
respective Affiliates in connection with the Company, the Capital Raising
Shares or the Capital Raising or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Capital
Raising. Each of the Joint Brokers and their respective Affiliates accordingly
disclaim all and any responsibility and liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by either of the Joint
Brokers or any of their respective Affiliates as to the accuracy, completeness
or sufficiency of the information contained in this Announcement.

Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA") and is a member of the
London Stock Exchange, is acting as the Company's Bookrunner and as Joint
Broker. Singer Capital Markets is not acting for any other person in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Singer Capital Markets or for giving advice in relation
to the matters referred to in this Announcement. Singer Capital Markets has
not authorised the contents of this Announcement and, without limiting the
statutory rights of any person to whom this Announcement is issued, no
representation or warranty, express or implied, is made by Singer Capital
Markets as to any of the contents or the completeness of this Announcement and
Singer Capital Markets does not accept responsibility for this Announcement
and accordingly disclaims all and any liability, whether arising in tort,
contract or otherwise, which it might otherwise be found to have in respect of
this Announcement.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as the Company's
Nominated Adviser for the purposesof the AIM Rules for Companies. SCM Advisory
is not acting for any other person in connection with the matters referred to
in this Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of SCM Advisory or
for giving advice in relation to the matters referred to in this Announcement.
SCM Advisory has not authorised the contents of this Announcement and, without
limiting the statutory rights of any person to whom this Announcement is
issued, no representation or warranty, express or implied, is made by SCM
Advisory as to any of the contents or the completeness of this Announcement
and SCM Advisory does not accept responsibility for this Announcement and
accordingly disclaims all and any liability, whether arising in tort, contract
or otherwise, which it might otherwise be found to have in respect of this
Announcement. SCM Advisory's responsibilities as the Company's nominated
adviser under the aIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any director or to
any other person.

WG Partners, which is authorised and regulated in the United Kingdom by the
FCA and is a member of the London Stock Exchange, is acting as Joint Broker to
the Company. WG Partners is not acting for any other person in connection with
the matters referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of WG Partners or for giving advice in relation to the matters
referred to in this Announcement. WG Partners has not authorised the contents
of this Announcement and, without limiting the statutory rights of any person
to whom this Announcement is issued, no representation or warranty, express or
implied, is made by WG Partners as to any of the contents or the completeness
of this Announcement and WG Partners does not accept responsibility for this
Announcement and accordingly disclaims all and any liability, whether arising
in tort, contract or otherwise, which it might otherwise be found to have in
respect of this Announcement.

Certain statements in this Announcement are forward-looking statements, which
include all statements other than statements of historical fact and which are
based on the Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are
not historical facts. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company,
the Joint Brokers and their respective Affiliates undertakes no obligation to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint Brokers.
This Announcement is not intended to provide the basis for any decision in
respect of the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation that any
investor should subscribe for, purchase, otherwise acquire, sell or otherwise
dispose of any such securities. Recipients of this Announcement should conduct
their own investigation, evaluation and analysis of the business, data and
property described in this Announcement. Any indication in this Announcement
of the price at which the Company's shares have been bought or sold in the
past cannot be relied upon as a guide to future performance. The price and
value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Brokers and any of their respective
Affiliates, acting as investors for their own account, may take up a portion
of the Placing Shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for the own accounts or
otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Brokers and any
of their respective Affiliates acting in such capacity. In addition, the Joint
Brokers and any of their respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for difference) with
investors in connection with which the Joint Brokers and any of their
respective Affiliates may from me to me acquire, hold or dispose of shares.
The Joint Brokers do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.

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) is incorporated into, or forms part of, this Announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) 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 (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in chapter 3 of
the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible
for distribution through all distribution channels as are permitted by
Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors 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 UK 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 UK
Target Market Assessment, the Joint Brokers will only procure investors who
meet the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of COBS; 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.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; 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 Shares have been
subject to a product approval process, which has determined that the Shares
are: (i) compatible with an end target market of retail clients 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 "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Shares may decline and investors could lose
all or part of their investment; the 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 EU 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 EU
Target Market Assessment, the Joint Brokers will only procure investors who
meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU 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 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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