REG - Oncimmune Hldgs PLC - Result of Capital Raising

Oncimmune HoldingsAnnouncement

14/12/2022 14:15

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RNS Number : 7300J  Oncimmune Holdings PLC  14 December 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
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DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

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
ONCIMMUNE HOLDINGS 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 ONCIMMUNE
HOLDINGS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

14 December 2022

 

 

Oncimmune Holdings plc

 

("Oncimmune" or the "Company")

 

Result of Capital Raising

 

Oncimmune Holdings plc (AIM: ONC.L), the leading global immunodiagnostics
group, is pleased to announce that further to the announcements made on 7 and
9 December 2022, the Capital Raising has successfully raised gross proceeds of
approximately £2.1 million in aggregate, through the placing of 2,044,446
Placing Shares with existing and new investors and through subscriptions for
2,622,221 Subscription Shares, in each case at the Issue Price of 45 pence per
share.

 

The 4,666,667 Capital Raising Shares will represent, on Admission,
approximately 6.3 per cent. of the Company's issued share capital as enlarged
by the Capital Raising Shares (the "Enlarged Share Capital").

 

The net proceeds receivable by the Company from the Capital Raising, being
approximately £1.9 million, will be used to retire a proportion of the
Company's existing debt facility, provide the Company with additional
near-term working capital, and fund future collaborations in biomarker tool
development.

 

The Capital Raising is conditional upon, amongst other things, Admission of
the Capital Raising Shares. The Placing is also subject to the Placing
Agreement becoming unconditional in all respects and not being terminated in
accordance with its terms prior to Admission.

 

Save as otherwise defined, capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the announcement released
by the Company at 2.00 p.m. on 7 December 2022.

 

Commercial Trading Update

 

Since announcing the Capital Raising on 7 December 2022, the Company is
pleased to have signed further ImmunoINSIGHTS contracts with a combined value
of approximately $1.25 million with an existing global pharmaceutical client,
all of which are expected to be recognised as revenue in the current financial
year. Whilst this does not change the Company's current revenue guidance for
the 12 months to 31 August 2023, as outlined in the announcement made on 7
December 2022, these signed contracts, together with other contracts which are
in contract finalisation, give the Board further confidence in the outlook for
the business.

 

Related Party Transactions

 

Certain Directors of the Company (the "Participating Directors") have
subscribed for, in aggregate, 1,955,555 Capital Raising Shares at the Issue
Price. The participations of the Participating Directors constitute related
party transactions under Rule 13 of the AIM Rules.

The independent Directors (being those who are not Participating Directors)
consider, having consulted with the Company's nominated adviser, that the
terms of the subscriptions made in the Capital Raising by the Participating
Directors are fair and reasonable insofar as the Company's shareholders are
concerned.

 

The number of Capital Raising Shares subscribed for by each of the
Participating Directors pursuant to the Capital Raising, and their resulting
shareholdings in the Company on Admission, are set out further below in this
Announcement.

 

Admission and Total Voting Rights

 

Application has been made to London Stock Exchange for admission of the
Capital Raising Shares to trading on AIM in accordance with the AIM Rules for
Companies ("Admission"). The Capital Raising Shares will, when issued, be
fully paid and will rank pari passu in all respects with each other and with
the existing Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.

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

Immediately following Admission, the Enlarged Share Capital is expected to
comprise 74,142,147 Ordinary Shares. Each Ordinary Share has one voting right.
The Company does not hold any Ordinary Shares in treasury. Therefore, the
total number of Ordinary Shares and voting rights in the Company on Admission
will be 74,142,147.

This figure may be used by shareholders of the Company 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 share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below.

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation, the person
responsible for arranging for the release of this Announcement on behalf of
the Company is Dr Adam M Hill, CEO.

 

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 mmune-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.

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.

 

Related Party Transactions

As described above, and in accordance with AIM Rule 13, details of the
Participating Directors' participation in the Capital Raising are as follows:

 Director            Number of Ordinary Shares held as at the date of this Announcement  Number of Capital Raising Shares subscribed for  Resulting number of Ordinary Shares held immediately following Admission  Resulting holding as a percentage of the Enlarged Share Capital
 Alistair Macdonald  -                                                                   55,555                                           55,555                                                                    0.07%
 Tim Bunting         2,956,717                                                           1,900,000                                        4,856,717                                                                 6.55%

 

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