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REDX Redx Pharma News Story

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REG - Redx Pharma plc - Result of Accelerated Bookbuild

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RNS Number : 1377M  Redx Pharma plc  19 May 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, NEW ZEALAND,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN REDX PHARMA PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THE SECURITIES DISCUSSED HEREIN ARE NOT 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, UNLESS REGISTERED UNDER THE SECURITIES
ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE
UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE IN THE UNITED STATES.

 

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

 

 

REDX PHARMA PLC

("Redx" or the "Company")

 

Result of Accelerated Bookbuild and Posting of Circular

 

Redx successfully raises £34.3 million, conditional on Shareholder approval

 

Fundraise took place at the market price of 59 pence per share

 

Strong support from existing and new specialist investors

 

Net proceeds of the Placing to be used to progress an exciting and
differentiated pipeline of oncology and fibrosis drug candidates and funds
Redx through 2023

 

Alderley Park, 19 May 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, is
pleased to announce that, following the announcement of the launch of the
Placing via the Bookbuild on 18 May 2022 (the "Launch Announcement"), the
Company has conditionally raised a total of £34,261,864 (before expenses) by
way of a placing of 58,070,956 Placing Shares at the Issue Price of 59 pence
per Placing Share, to both new and existing institutional investors.

 

The Issue Price is equal to the Closing Price on the date of the Launch
Announcement.

 

As outlined in the Launch Announcement, the net proceeds of the Placing will
be used to fund the anticipated progression of Redx's clinical development and
research stage programmes to important value inflection points and are
expected to provide the Company with general and administrative working
capital through 2023.

 

Lisa Anson, Chief Executive Officer of Redx, commented: "At Redx we are
committed to developing novel, targeted therapies for oncology and fibrotic
diseases in areas of high unmet clinical need.  This fundraise enables us to
continue to progress our clinical pipeline towards important proof-of-concept
data readouts, as well as advance our promising research pipeline of
differentiated drug candidates towards our goal of three additional
wholly-owned IND submissions by 2025.

 

Specifically, the proceeds provide Redx with a cash runway to reach several
significant potential value inflection points through 2023, including topline
data from both the Phase 2 clinical studies with RXC004 in Wnt-ligand
dependent cancers, as well as topline data from the Phase 2a study in
idiopathic pulmonary fibrosis (IPF) with RXC007.  In addition, it will allow
us to progress RXC008 through IND submission to address fibrostenotic Crohn's
disease, where there are currently no curative treatment options available.

 

We would like to thank our existing shareholders for their continued strong
support and are pleased to welcome a new specialist healthcare investor Invus
to Redx and our commitment to creating world leading medicines to transform
patients' lives."

 

Natalie Berner, Managing Director, Redmile Group LLC, commented: "We are
pleased to continue to support the Redx team and their established clinical
pipeline, drug discovery engine, and strong partnerships."

 

Tom Burt, Partner, Sofinnova Crossover Strategy, commented: "Existing
investors are delighted to further support Redx in this financing and we
welcome a new specialist investor. Closing such a placing, despite challenging
markets, is evidence of Redx's promising pipeline candidates, leading science
base and excellent team."

 

Capitalised terms used but not defined herein and the use of certain other
technical terms and abbreviations shall have the same meanings given to them
in the Launch Announcement.

 

Key highlights

 

·      Placing of 58,070,956 new Ordinary Shares at the Issue Price of
59 pence per Placing Share to raise £34,261,864 (before expenses) with new
and existing institutional investors.

·      Redmile, the Company's largest shareholder, and Sofinnova are
both supporting the Placing and have agreed to subscribe for 27,461,017 and
16,949,153 Placing Shares, respectively at the Issue Price.  In addition,
existing shareholders Polar Capital LLP ("Polar") and Platinum International
Healthcare Fund ("Platinum") are also participating in the Placing and have
agreed to subscribe for 2,862,902, and 1,694,916 Placing Shares at the Issue
Price, respectively.  Certain of the Directors are also participating in the
Placing and have agreed to subscribe for 542,374 Placing Shares in aggregate
at the Issue Price.

·      Specialist healthcare investor, Invus, is also participating in
the Placing

 

Posting of Circular

 

The issue of the Placing Shares is conditional, inter alia, on the passing by
Shareholders of certain resolutions at a General Meeting of the Company, which
is being convened for 11:00 a.m. on 6 June 2022 at 85 Gresham Street, London
EC2V 7NQ. The Circular containing the Notice of General Meeting will be posted
to Shareholders later today and will be made available on the Company's
website at www.redxpharma.com.

 

Admission and details of the Placing Shares

 

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is anticipated that Admission of the
Placing Shares will take place at or around 8:00 a.m. on 7 June 2022.

 

The Placing Shares will rank pari passu with the Existing Ordinary Shares in
issue. The Placing Shares will represent approximately 17.42 per cent. of the
Company's enlarged issued share capital on Admission (assuming no other
issuance of Ordinary Shares prior to Admission).

 

Related party transactions

 

As Redmile holds 79.15 per cent. of the Existing Ordinary Shares, Redmile is a
related party of the Company pursuant to the AIM Rules. Redmile has
conditionally agreed to subscribe for 27,461,017 Placing Shares.

Certain of the Directors, being Lisa Anson, Dr Jane Griffiths and Sarah Gordon
Wild, have conditionally agreed to subscribe for an aggregate of 542,374
Placing Shares as set out below.

 

 Name of Director   Current number of Ordinary Shares held  Number of Ordinary Shares held following Admission  % of Issued Share Capital held following Admission
 Lisa Anson         129,284                                 163,183                                             0.05%
 Dr Jane Griffiths  Nil                                     84,746                                              0.03%
 Sarah Gordon Wild  892,858                                 1,316,587                                           0.39%

 

Consequently, the participation of Redmile and certain of the Directors in the
Placing constitute related party transactions for the purposes of AIM Rule 13.
The independent Directors for the purposes of this transaction (being all
Directors other than Natalie Berner, who is a representative of Redmile, Dr
Thomas Burt, who is a representative of Sofinnova, and Lisa Anson, Dr Jane
Griffiths and Sarah Gordon Wild who are participating in the Placing)
consider, having consulted with Spark, the Company's nominated adviser, that
(i) the terms of Redmile's subscription for Placing Shares and (ii) the terms
of participation of each of Lisa Anson, Dr Jane Griffiths and Sarah Gordon
Wild in the Placing, are fair and reasonable in so far as Shareholders are
concerned.

 

Total voting rights

 

Following Admission, the number of Ordinary Shares in issue and the number of
voting rights will be 333,353,161. The figure of 333,353,161 Ordinary Shares
may be used by Shareholders as the denominator for the calculations by which
they will determine whether they are required to notify their interest in, or
a change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

 

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

 

 For further information, please contact:

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

 Caitlin Pearson, Head of Communications ir@redxpharma.com
 (mailto:ir@redxpharma.com)

 UK Headquarters

 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 (Global Coordinator and Joint Bookrunner)                      T: +44 (0)203 705 9330
 Claes Spång/ Satheesh Nadarajah/ David Wilson

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

 Stifel Nicolaus Europe Limited (Joint Bookrunner)                              T: +44 (0)207 710 7600
 Nicholas Moore/ Samira Essebiyea/ William Palmer-Brown (Healthcare Investment
 Banking)
 Nick Adams (UK Investment Banking)
 FTI Consulting                                                                 T: +44 (0)203 727 1000
 Simon Conway/ Ciara Martin

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 selective ROCK2 inhibitor product
candidate, 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 program 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 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.

 

 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 NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE 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
UNITED KINGDOM DOMESTIC LAW 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 ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN REDX PHARMA PLC.

 

THIS ANNOUNCEMENT DOES NOT CONTAIN, CONSTITUTE OR FORM PART OF AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY
JURISDICTION TO WHO OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE IS NO INTENTION TO REGISTER THE PLACING SHARES IN THE
UNITED STATES OR TO MAKE A PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED
STATES. ANY OFFER AND SALES IN THE UNITED STATES WILL BE MADE ONLY TO
QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") IN RELIANCE ON RULE 144A OR ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE PLACING SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN COMPLIANCE WITH, REGULATION S
UNDER THE SECURITIES ACT.

 

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

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT
IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING IS BEING MADE IN THE UNITED STATES.

 

The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.  Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.

 

All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate, from the requirement to produce a
prospectus.  In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.

 

The Placing 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 Placing Shares; and the Placing 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
Placing 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.

 

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

 

By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.  Members of the public are not eligible to take
part in the Placing and no public offering of Placing Shares is being or will
be made.

 

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.  Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, the losses the Company has incurred since its inception
and the losses that it may incur in the future, the expectation that the
Company may not generate any material income until its pipeline of products is
progressed commercially, the need to raise additional funding in the future
which may not be available on acceptable terms, or at all, and any failure by
the Company to obtain exclusivity or intellectual property rights for its
product candidates or preventing others from developing similar competitive
products .  As a result, the actual future financial condition, performance
and results of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements.  Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made.  Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

 

WG Partners, which is authorised and regulated in the United Kingdom by the
FCA, is acting solely for the Company as Joint Bookrunner and for no one else
in connection with the accelerated bookbuilding process (the "Bookbuilding
Process") and the Placing or any other matters referred to in this
Announcement, and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to the clients
of WG Partners or for providing advice to any other person in relation to the
Bookbuilding Process and the Placing or any other matters referred to in this
Announcement.

 

Panmure Gordon, which is authorised and regulated in the United Kingdom by the
FCA, is acting solely for the Company as Joint Bookrunner and for no one else
in connection with the Bookbuilding Process and the Placing or any other
matters referred to in this Announcement, and will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to the clients of Panmure Gordon or for providing advice
to any other person in relation to the Bookbuilding Process and the Placing or
any other matters referred to in this Announcement.

 

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company as Joint Bookrunner and for no one else in
connection with the Bookbuilding Process and the Placing or any other matters
referred to in this Announcement, and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to the clients of Stifel or for providing advice to any other person
in relation to the Bookbuilding Process and the Placing or any other matters
referred to in this Announcement.

 

SPARK, which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company as its nominated adviser and for no one else in
connection with the matters referred to in this Announcement, and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to the clients of SPARK or for providing
advice to any other person in relation to the Bookbuilding Process and the
Placing or any other matters 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 Joint Bookrunners or by any of their respective Representatives 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 therefor is expressly
disclaimed.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, 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.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

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

 

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.

 

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 Placing
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 Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing 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 Placing.  Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners 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 Placing Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing 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 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 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
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 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
Target Market Assessment, the Joint Bookrunners 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
Placing Shares.

 

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

 

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 (PDMR) / person
     closely associated
 a)  Name                                                         Lisa Anson

 2.  Reason for the notification
 a)  Position / status                                            Chief Executive 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 in Redx Pharma plc

     Identification code

                                                                  ISIN: GB00BSNB6S51

 b)  Nature of the transaction                                    Participation in the placing of Ordinary Shares of 1 pence each in Redx Pharma
                                                                  plc
 c)  Prices(a) and volume(s)

Price     Volume
                                                                  59 pence  33,899

 

 d)  Aggregated information

     - Aggregated volume                                          N/A

     - Price
 e)  Date of the transaction                                      19 May 2022
 f)  Place of the transaction                                     London Stock Exchange, AIM

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

Date of the transaction

19 May 2022

f)

Place of the transaction

London Stock Exchange, AIM

 

 1.  Details of the person discharging managerial responsibilities (PDMR) / person
     closely associated
 a)  Name                                                         Dr Jane Griffiths

 2.  Reason for the notification
 a)  Position / status                                            Director

 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 in Redx Pharma plc

     Identification code

                                                                  ISIN: GB00BSNB6S51

 b)  Nature of the transaction                                    Participation in the placing of Ordinary Shares of 1 pence each in Redx Pharma
                                                                  plc
 c)  Prices(a) and volume(s)

Price     Volume
                                                                  59 pence  84,746

 

 d)  Aggregated information

     - Aggregated volume                                          N/A

     - Price
 e)  Date of the transaction                                      19 May 2022
 f)  Place of the transaction                                     London Stock Exchange, AIM

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

Date of the transaction

19 May 2022

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 1.  Details of the person discharging managerial responsibilities (PDMR) / person
     closely associated
 a)  Name                                                         Sarah Gordon Wild

 2.  Reason for the notification
 a)  Position / status                                            Director

 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 in Redx Pharma plc

     Identification code

                                                                  ISIN: GB00BSNB6S51

 b)  Nature of the transaction                                    Participation in the placing of Ordinary Shares of 1 pence each in Redx Pharma
                                                                  plc
 c)  Prices(a) and volume(s)

Price     Volume
                                                                  59 pence  423,729

 

 d)  Aggregated information

     - Aggregated volume                                          N/A

     - Price
 e)  Date of the transaction                                      19 May 2022
 f)  Place of the transaction                                     London Stock Exchange, AIM

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

N/A

e)

Date of the transaction

19 May 2022

f)

Place of the transaction

London Stock Exchange, AIM

 

 

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