REG - Redx Pharma plc - Completion of Placing and Director/PDMR Dealings

Redx PharmaAnnouncement

05/08/2022 12:00

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RNS Number : 0739V  Redx Pharma plc  05 August 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN ANY JURISDICTION, INCLUDING AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES.

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

REDX PHARMA PLC

 

("Redx" or "the Company")

 

Completion of Secondary Placing of Shares via Accelerated Bookbuild and

Notification of Director/PDMR Dealings

 

 

Alderley Park, UK, 5 August 2022 Redx (AIM:REDX), the clinical-stage
biotechnology company focused on discovering and developing novel, small
molecule, highly targeted therapeutics for the treatment of cancer and
fibrotic disease, announces that further to the Company's announcement on 3
August 2022, Dr. Richard Armer (Chief Scientific Officer of the Company) and
certain other current and former employees (the "Optionholders"), have sold
ordinary shares of 1 pence each in the capital of the Company ("Ordinary
Shares") at 59 pence per share in order to satisfy institutional investor
demand (the "Sale"). In aggregate, 1,525,630 Ordinary Shares (the "Sale
Shares") were subject to the Sale, representing approximately 0.46 per cent.
of the Company's issued share capital.

 

The Company will not receive any proceeds from the Sale except that the
Optionholders have directed that an amount from the proceeds of the Sale equal
to income tax and employee and employer National Insurance contributions
arising on the exercise of options are paid to the Company for the purposes of
accounting to HM Revenue & Customs.

 

The Sale was executed by Panmure Gordon (UK) Limited ("Panmure Gordon") and WG
Partners LLP ("WG Partners") who are the Company's Joint Brokers.

 

Following the Sale, Dr. Richard Armer (who is classed as a person discharging
managerial responsibilities ("PDMR") under UK MAR) will have an interest
in 6,084,378 options over Ordinary Shares representing approximately 1.82
per cent. of the Company's issued share capital.

 

The person responsible for the release of this announcement on behalf of Redx
is Andrew Booth, Company Secretary.

 For further information, please contact:

 Redx Pharma Plc                                                      T: +44 (0)1625 469 918

 UK Headquarters

 Caitlin Pearson, Head of Communications

 ir@redxpharma.com (mailto:ir@redxpharma.com)

 Lisa Anson, Chief Executive Officer

 US Office

 Peter Collum, Chief Financial Officer

 SPARK Advisory Partners (Nominated Adviser)                          T: +44 (0)203 368 3550
 Matt Davis/ Adam Dawes

 WG Partners LLP (Joint Broker)                                       T: +44 (0)203 705 9330
 Claes Spång/ Satheesh Nadarajah/ David Wilson

 Panmure Gordon (UK) Limited (Joint Broker)                           T: +44 (0)207 886 2500
 Rupert Dearden/ Freddy Crossley/ Emma Earl

 FTI Consulting                                                       T: +44 (0)203 727 1000
 Simon Conway/ Ciara Martin

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Dr. Richard Armer

 2    Reason for the notification

 a)   Position/status                                              Chief Scientific Officer

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Redx Pharma Plc

 b)   LEI                                                          213800HMS4EBXO589Y37

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each

      Identification code                                          ISIN: GB00BSNB6S51

 b)   Nature of the transaction                                    Sale of Ordinary Shares

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     59 pence          500,000

 d)   Aggregated information

                                                                   N/A
      - Aggregated volume

      - Price

 e)   Date of the transaction                                      5 August 2022

 f)   Place of the transaction                                     Off-market

 

 

About Redx Pharma Plc

 

Redx Pharma (AIM: REDX) is a clinical-stage biotechnology company focused on
the discovery and development of novel, small molecule, highly targeted
therapeutics for the treatment of cancer and fibrotic diseases, aiming
initially to progress them to clinical proof of concept before evaluating
options for further development and potential value creation. Redx's lead
oncology product candidate, the Porcupine inhibitor RXC004, commenced a Phase
2 programme in November 2021. The Company's lead fibrosis product candidate,
the selective ROCK2 inhibitor RXC007, is in development for idiopathic
pulmonary fibrosis and commenced a Phase 1 clinical trial in June 2021.
Encouraging safety and pharmacokinetic data has been reported, and a Phase 2
clinical programme is confirmed to start in 2022. Redx's third drug candidate,
RXC008, a GI-targeted ROCK inhibitor for the treatment of fibrostenotic
Crohn's disease, is currently in pre-IND stage, with Phase 1 clinical studies
expected to commence in 2023.

 

The Company has a strong track record of discovering new drug candidates
through its core strengths in medicinal chemistry and translational science,
enabling the Company to discover and develop differentiated therapeutics
against biologically or clinically validated targets. The Company's
accomplishments are evidenced not only by its two wholly-owned clinical-stage
product candidates and rapidly expanding pipeline, but also by its strategic
transactions, including the sale of pirtobrutinib (RXC005, LOXO-305), a BTK
inhibitor now in Phase 3 clinical development by Eli Lilly following its
acquisition of Loxo Oncology and AZD5055/RXC006, a Porcupine inhibitor
targeting fibrotic diseases including idiopathic pulmonary fibrosis (IPF),
which AstraZeneca is progressing in a Phase 1 clinical study. In addition,
Redx has forged collaborations with Jazz Pharmaceuticals, which includes
JZP815, a preclinical pan-RAF inhibitor, which has received IND clearance and
a further oncology programme which is in early stage research.

 

To subscribe to Email Alerts from Redx, please
visit: www.redxpharma.com/investor-centre/email-alerts/
(http://www.redxpharma.com/investor-centre/email-alerts/)

 

IMPORTANT NOTICE

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE SALE.  THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW IN
THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A)
TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN REDX PHARMA PLC.

 

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NEITHER THIS DOCUMENT NOR THE INFORMATION
CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER
JURISDICTION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES 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 CONSISTUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS.

 

The distribution of this announcement and the offer and sale of the Sale
Shares in certain jurisdictions may be restricted by law. The Sale Shares may
not be offered to the public in any jurisdiction in circumstances which would
require the preparation or registration of any prospectus or offering document
relating to the Sale Shares in such jurisdiction. No action has been taken by
Redx Pharma plc, Panmure Gordon, WG Partners or any of their respective
affiliates that would permit an offering of the Sale Shares or possession or
distribution of this announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for that purpose
is required.

 

This announcement is not for publication, distribution or release, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of South
Africa or the United States or any other jurisdiction where such an
announcement would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
this document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution
of this announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

 

Panmure Gordon is authorised and regulated by the Financial Conduct Authority
in the United Kingdom and is acting exclusively for the Company and the
Optionholders and for no one else in connection with the Sale and will not
regard any other person as a client in relation to the Sale and will not be
responsible to any other person for providing the protections afforded to its
clients nor for providing advice in relation to the Sale or any other matter
referred to in this announcement.

 

WG Partners is authorised and regulated by the Financial Conduct Authority in
the United Kingdom and is acting exclusively for the Company and the
Optionholders and for no one else in connection with the Sale and will not
regard any other person as a client in relation to the Sale and will not be
responsible to any other person for providing the protections afforded to its
clients nor for providing advice in relation to the Sale or any other matter
referred to in this announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Company, the Optionholders, Panmure Gordon or WG Partners or by any of
their respective affiliates or agents as to, or in relation to, the accuracy
or completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.  None of the
Company, the Optionholders, Panmure Gordon nor WG Partners have independently
verified the contents of this announcement.

 

This document includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions relating to Redx Pharma plc's business, in particular from changes
in political conditions, economic conditions, evolving business strategy, or
the retail industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a prediction of actual
results or otherwise.

 

Information to Distributors

 

UK product governance

 

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Sale
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Sale Shares may decline and investors could
lose all or part of their investment; (b) the Sale Shares offer no guaranteed
income and no capital protection; and (c) an investment in the Sale Shares
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 Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Sale.  Furthermore, it is noted that,
notwithstanding the 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 Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 Sale Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Sale Shares and determining appropriate
distribution channels.

 

EEA product governance

 

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 in
the European Economic Area (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 Sale Shares have been subject to a product approval process,
which has determined that the Sale Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the price of the
Sale Shares may decline and investors could lose all or part of their
investment; the Sale Shares offer no guaranteed income and no capital
protection; and an investment in the Sale 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 Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Sale.  Furthermore, it is noted that, notwithstanding the
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 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 Sale
Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Sale Shares and determining appropriate
distribution channels.

 

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