REG - Poolbeg Pharma PLC - Result of Placing and Notice of General Meeting

Poolbeg PharmaAnnouncement

20/05/2025 12:30

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RNS Number : 4428J  Poolbeg Pharma PLC  20 May 2025

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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 OF AMERICA, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT 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 OF POOLBEG PHARMA PLC IN ANY JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

FOR IMMEDIATE RELEASE.

20 May 2025

 

Poolbeg Pharma PLC

Result of Placing

and

Notice of General Meeting

 

Key Highlights of the Placing

·      Conditionally raised £4.715 million pursuant to a significantly
oversubscribed Placing, which was upsized due to strong investor demand, and
Subscription comprising of:

o  Placing of 134.8 million new Ordinary Shares, raising gross proceeds of
£3.370 million at the Issue Price

o  Subscription of 53.8 million new Ordinary Shares, raising gross proceeds
of £1.345 million at the Issue Price

·      BookBuild Offer remains open until 4.30pm on 22 May 2025, with
the potential to raise up to an additional £100,000

·      Use of net proceeds from the Fundraising:

o  Phase 2a clinical trial for POLB 001, targeting prevention of cancer
immunotherapy-induced Cytokine Release Syndrome (CRS)

o  Oral GLP-1 proof-of-concept clinical trial

o  Cash runway extended through to 2027

Poolbeg Pharma plc (AIM: POLB, 'Poolbeg Pharma' or the 'Company'), a
clinical-stage biopharmaceutical company focussed on the development of
innovative medicines to address unmet medical needs, announces that, further
to the announcement made earlier today regarding the Fundraising (the "Launch
Announcement"), it has conditionally raised gross proceeds of £4.715 million,
including £3.370 million by way of a placing (the "Placing") of 134,800,000
new ordinary shares of 0.02 pence each (the "Ordinary Shares") in the capital
of the Company, with the Placing upsized due to strong investor demand, and
£1.345 million through the direct subscription of 53,800,000 new Ordinary
Shares, each at a price of 2.5 pence per new Ordinary Share (the "Issue
Price").

As detailed in the Launch Announcement earlier today, the Company also
launched the BookBuild Offer through the Bookbuild Platform to raise gross
proceeds of up to £100,000. The BookBuild Offer provides existing retail
Shareholders in the United Kingdom with an opportunity to participate in the
Fundraising at the same price as the Placing. The Retail Offer is expected to
be open until 4.30 p.m. on 22 May 2025 and the results of the BookBuild Offer
are expected to be announced on 23 May 2025.

The Company will use the net proceeds of the Fundraising to realise the
following meaningful expected value inflection points whilst, together with
the Company's existing resources, providing financial runway into 2027:

 

·      POLB 001's Phase 2a trial: First patient dosed is expected in H2
2025 and Phase 2a topline data is expected in H2 2026, including interim
analysis in H1 2026. POLB 001 is a potentially breakthrough, orally delivered
p38 MAPK inhibitor designed to prevent cancer immunotherapy-induced Cytokine
Release Syndrome ("CRS"), a severe, potentially life-threatening side effect
of cancer immunotherapies. Poolbeg's decision to expand into oncology with
POLB 001 has unlocked a significant market opportunity expected to exceed
US$10 billion, as confirmed by independent research commissioned by Poolbeg.
There are strong indications from Big Pharma to provide the necessary
bispecific antibody, free of charge, to support the Phase 2a trial which
represents a significant validation as to the industry interest in POLB 001
and its potential. The Company sees potential for partnering on positive data
from this trial.

 

·      Oral GLP-1 proof of concept trial: The trial is expected to start
in the coming months and topline proof of concept data expected H1 2026. The
oral GLP-1 programme is comprised of a proprietary encapsulation technology to
potentially offer an effective oral GLP-1 alternative for the growing obesity
market and overcome oral delivery challenges of peptide-based biologicals. The
Company believes that successful results from the trial may support partnering
and multiple opportunities for value creation.

 

 

Commenting on the Fundraising, Jeremy Skillington PhD, Chief Executive
Officer, said: "It is a tremendous endorsement for the Company and the
potential of both our POLB 001 and Oral GLP-1 programmes that investors have
supported us so robustly, despite very challenging conditions in the biopharma
financing market. We are grateful for their support and look forward to
putting their investment to work in the clinic and moving these programmes
forward through upcoming critical value inflection points."

 

Shore Capital Stockbrokers Limited ("SCS") acted as sole bookrunner in
connection with the Placing (the "Bookrunner").

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Launch Announcement.

Details of the Placing and Notice of General Meeting

The Placing is conditional upon, inter alia, the passing of the Resolutions
and the Placing Agreement between the Company, Shore Capital and Cavendish
Capital Markets not having been terminated in accordance with its terms.

A circular (the "Circular"), containing details of the Placing and convening a
general meeting of the Company proposed to be held at the offices of DAC
Beachcroft LLP at The Walbrook Building, 25 Walbrook, London, England, EC4N
8AF, UK at 2.00 p.m. on 23 June 2025 (the "General Meeting") in order to pass
the Resolutions, is expected to be posted to Shareholders on 27 May 2025. The
Circular, once published, will be available on the Company's website at
www.poolbegpharma.com and the Company will make a further announcement
confirming that the Circular has been published.

Director participation in the Placing

Cathal Friel, Executive Chair of the Company, who is a related party for the
purposes of the AIM Rules, participated in the Placing by subscribing for
4,000,000 new Ordinary Shares at the Issue Price with an investment of
£100,000 (the "Participation"). The Company's directors (excluding Cathal
Friel and Ian O'Connell), having consulted with the Company's nominated
adviser Cavendish, consider the terms of the Participation to be fair and
reasonable insofar as the Company's shareholders are concerned. Although
Cavendish has agreed that Mr O'Connell does not have a personal interest in
the Participation, to avoid any perception of a conflict Mr O'Connell
nevertheless recused himself given his previous employment relationship with
Raglan Capital.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 25 June 2025 and dealings
in the New Ordinary Shares are expected to commence at 8.00 a.m. on 25 June
2025 or, in each case, such later time and/or date as Shore Capital and the
Company agree (being in any event no later than 8.00 a.m. on 23 July 2025).

The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

The ISIN number of the Company's Ordinary Shares is GB00BKPG7Z60. The TIDM is
POLB.

 

 Enquiries:
 Poolbeg Pharma Plc                                                          +44 (0) 207 183 1499
 Cathal Friel, Executive Chair                                               ir@poolbegpharma.com
 Jeremy Skillington, CEO
 Ian O'Connell, CFO
 Shore Capital (Sole Broker & Bookrunner in respect of the Fundraising;      +44 (0) 207 408 4090
 Joint Broker to the Company)
 David Coaten, Harry Davies-Ball (Corporate Advisory)

 Malachy McEntyre, Isobel Jones (Corporate Broking)

 Cavendish Capital Markets Ltd (NOMAD & Joint Broker to the Company)         +44 (0) 207 220 0500
 Geoff Nash, Trisyia Jamaludin (Corporate Finance)

 Nigel Birks (Life Science Specialist Sales)

 Harriet Ward (ECM)

 J&E Davy (Joint Broker to the Company)                                      +353 (0) 1 679 6363
 Anthony Farrell, Niall Gilchrist

 Optimum Strategic Communications                                            +44 (0) 208 078 4357
 Nick Bastin, Vici Rabbetts, Elena Bates                                     poolbeg@optimumcomms.com

 

About Poolbeg Pharma plc

Poolbeg Pharma plc is a clinical-stage biopharmaceutical company focussed on
the development of innovative medicines to address unmet medical needs. The
Company's clinical programmes target large addressable markets including,
cancer immunotherapy-induced Cytokine Release Syndrome ("CRS") and metabolic
conditions such as obesity with the development of an oral encapsulated
glucagon-like peptide receptor (GLP-1R) agonist. For more information, please
go to  www.poolbegpharma.com
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 or follow us on X
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IMPORTANT NOTICES

Shore Capital Stockbrokers Limited ("SCS") and Shore Capital and Corporate
Limited ("SCC", together with SCS, "Shore Capital"), which are authorised and
regulated in the UK by the Financial Conduct Authority (the "FCA"), are acting
exclusively for the Company in connection with the matters described in this
Announcement and are not acting for any other person in relation to the
Fundraising. Shore Capital will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Shore Capital or
for advising any other person on the arrangements described in this
Announcement.

Cavendish Capital Markets Ltd ("Cavendish") which is authorised and regulated
in the UK by the FCA, is acting as nominated adviser to the Company in
connection with the matters described in this Announcement and is not acting
for any other person in relation to the matters described in this
Announcement. Cavendish will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cavendish or for
advising any other person on the arrangements described in this Announcement.
Cavendish'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 of the Company or to any other
person.

J&E Davy Unlimited Company ("Davy"), which is authorised and regulated
in Ireland by the Central Bank of Ireland is acting exclusively for the
Company in connection with the matters described in this Announcement and is
not acting for any other person in relation to the matters described in this
Announcement. Davy will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Davy or for advising any
other person on the arrangements described in this Announcement.

The New Ordinary 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.  The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares;
and the New Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.

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

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.

 

 

 

 

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