REG - Roquefort Theraptcs. - Proposed Acquisition of Oncogeni Limited & Placing

Roquefort TherapeuticsAnnouncement

22/06/2022 07:00

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RNS Number : 7010P  Roquefort Therapeutics PLC  22 June 2022

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22 June 2022

 

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

 

Proposed Acquisition of Oncogeni Limited

Proposed Placing of 7,249,998 Ordinary Shares at £0.14 per Ordinary
Share‎‎

 

Roquefort Therapeutics plc (LSE:ROQ), the Main Market listed biotech company
focused on early-stage opportunities in the biotechnology sector, is pleased
to announce that it has entered into a conditional share sale and purchase
agreement (the "Acquisition Agreement") with the shareholders of Oncogeni
Limited, a UK biotech company developing novel patented cancer medicines, (the
"Sellers") pursuant to which Roquefort Therapeutics has agreed to acquire the
entire issued share capital of Oncogeni Limited ("Oncogeni") for an aggregate
consideration to be satisfied by the issue of 50,000,000 new ordinary shares
in the Company ("Consideration Shares") to the Sellers (the "Acquisition").

 

Oncogeni is a private UK biotechnology company founded by Nobel Laureate,
Professor Sir Martin Evans in 2019, with an experienced leadership team that
is developing novel cell and RNA based cancer medicines, which the Board
believes is very complementary to the Company's existing pre-clinical drug
development business.

 

The Directors of Roquefort Therapeutics consider the Acquisition to represent
a transformational, value enhancing transaction for shareholders, which is
fully aligned with the Company's growth strategy of focusing on early-stage
biotech opportunities. The Board believes the Acquisition transforms the
Company into a material oncology focused biotech company with a complementary
portfolio of four novel cancer programs and an experienced leadership team
with a track record in drug development. The expanded portfolio creates
greater upside potential and development risk mitigation whilst protecting
upside from the Company's Midkine programs.

 

Concurrently, Roquefort Therapeutics is carrying out a placing of new Ordinary
Shares to raise funds of £1,015,000 (before expenses) (the "Placing") to
finance the pre-clinical drug development programs of Oncogeni and the
associated incremental increase in working capital. The ‎Company has entered
into subscription agreements with new investors ("New Investors") pursuant to
which, subject to certain conditions, the New Investors have agreed to
subscribe for 7,249,998 new ordinary shares ("Placing Shares") at a price of
£0.14 per share ("Placing Price").‎

 

Key Highlights

 

·    Acquiring 100% of Oncogeni Limited for an aggregate consideration to
be satisfied by the issue of 50,000,000 New Ordinary Shares

o  The Board believes the acquisition of Oncogeni transforms the Company into
a material oncology focused biotech company with a complementary portfolio of
four novel cancer programs and an experienced leadership team with a track
record in drug development

·    Two Novel Cancer Programs

o  Oncogeni has developed two families of innovative cell and RNA oncology
medicines, both in pre-clinical development, which are protected by nine
patents

·    Expert Leadership Team

o  Oncogeni has an expert leadership team including Nobel Laureate, Professor
Sir Martin Evans and an experienced biotechnology CEO, Ajan Reginald - both of
whom will join the Board of the Company

o  Track record in drug development, regulatory approvals and value creating
transactions

·    Laboratory & GMP Manufacturing Facilities

o  Oncogeni's state of the art facility located in Stratford-upon-Avon
includes the infrastructure required for the pre-clinical development of the
Enlarged Group's portfolio of antibodies, oligonucleotides and cell and gene
therapies

·    Enhanced Industry Specialist Shareholders

o  The Acquisition and the Placing will introduce new shareholders into the
Company, including Daiichi Sankyo, a global pharmaceutical company and CH
Health, a specialist biotech venture capital investor

 

Further announcements will be made in due course, as appropriate.

 

Stephen West, Executive Chairman, commented:

"We are extremely pleased to announce the proposed acquisition of Oncogeni
which will position the Company as a material oncology focused biotech
company, operating in the high value and high growth oncology segment. The
expanded portfolio transforms Roquefort Therapeutics into a multi-indication
company with greater upside potential and improved drug development risk
mitigation.

 

"We are impressed with the quality and therapeutic potential of Oncogeni's MK
cell therapy and novel siRNA programs which complement our existing Midkine
programs very well. In addition to acquiring the drug programs from Oncogeni
we welcome a highly experienced management team with a track record of drug
development and value creation in biotech to the Company, as well as a
state-of-the-art laboratory in the UK. Following completion of the
Acquisition, Ajan Reginald will become CEO of the Enlarged Group, providing a
wealth of technical and commercial industry experience. The acquisition of
Oncongeni will also welcome blue chip sector investors to the register of the
Company."

 

 

Enquiries:

 

 Roquefort Therapeutics plc
 Stephen West (Chairman)                    +44 (0)20 3290 9339

 Buchanan (Public Relations)

 Ben Romney / Jamie Hooper / George Beale   +44 (0)20 7466 5000

 Optiva Securities Limited (Broker)
 Christian Dennis                           +44 (0)20 3411 1881

 

For further information, please visit www.roquefortplc.com
(http://www.roquefortplc.com) and @RoquefortTherap on Twitter.

 

LEI: ‎254900P4SISIWOR9RH34

 

This announcement contains inside information for the purposes of Article 7 of
the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
into UK law by virtue of the EUWA) and the relevant provisions of the EU
Market Abuse Regulation (2014/596/EU).  Upon the publication of this
announcement via Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

DISCLAIMER

 

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations
concerning, amongst other things, the amount of capital which will be returned
by the Company and the taxation of such amounts in the hands of Shareholders.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

 

The information given in this announcement and the forward-looking statements
speak only as at the date of this announcement. The Company, Optiva and their
respective affiliates expressly disclaim any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000 (as amended),
the Listing Rules published by the FCA, the Prospectus Regulation Rules or
other applicable laws, regulations or rules.

 

The Existing Ordinary Shares and the New Ordinary Shares have not, nor will
they be, registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States or under the applicable securities
laws of Australia, Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the Company may
not be offered or sold directly or indirectly in or into the United States
unless registered under the US Securities Act or offered in a transaction
exempt from or not subject to the registration requirements of the US
Securities Act or subject to certain exceptions, into Australia, Canada, Japan
or the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the Republic of
South Africa. The Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any 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.

 

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. All of the
value of an investor's investment in the Company will be at risk. Past
performance is not a guide to future performance and the information in this
document relating to the matters described in it cannot be relied upon as a
guide to future performance. Persons needing advice should contact a
professional adviser.

 

INTRODUCTION

 

Background to and reasons for the Acquisition

 

Roquefort Therapeutics was established to pursue opportunities in early stage
biotechnology companies.  The Company listed on the Standard List of the
London Stock Exchange on 22 March 2021, and on 21 December 2021 the Company
completed the acquisition of Lyramid Pty Limited, thereby becoming a leader in
the development of medicines for a promising new therapeutic target, Midkine
("MDK"), a human growth factor associated with a number of disease settings
including cancer progression.

Oncogeni is a UK private biotechnology company founded in 2019, with an
experienced leadership team that is developing cell and RNA based cancer
medicines - which the Board believes is very complementary to the Company's
existing pre-clinical drug development business.

After careful consideration, the Board unanimously decided to proceed with the
Acquisition. Upon success, the Board considers the Oncogeni opportunity
aligned with its existing business strategy and offers the opportunity to
increase the chance of providing Shareholders with an attractive total return
achieved primarily through capital appreciation.

The key reasons for the decision to proceed with the Acquisition are as
follows:

·    Oncogeni has developed two families of innovative cell and RNA
oncology medicines, both in pre-clinical development, which are protected by
nine patents;

·    The Acquisition transforms the Company into a material oncology
focused biotech company with a complementary portfolio of four novel cancer
programs and an experienced leadership team with a track record in drug
development;

·    The expanded product portfolio provides greater upside potential and
development risk mitigation, while still largely protecting the potential
upside of the existing Midkine programs for existing shareholders;

·    Oncogeni has an expert leadership team including Nobel Laureate,
Professor Sir Martin Evans and an experienced biotechnology CEO, Ajan
Reginald;

·     The Oncogeni team has a track record in drug development,
regulatory approvals and biotech transactions;

·   The Acquisition  introduces new shareholders into the Company,
including Daiichi Sankyo, a global pharmaceutical company and CH Health, a
specialist biotech venture capital investor;

·    The Acquisition, together with the Placing, creates a portfolio of
four fully funded programs, which represent real options to produce up to four
medicines that can be submitted for human clinical trial approval with the
requisite package of information for a licensing deal or sale; and

·   The average valuation of biotechnology companies with a single lead
asset completing pre-clinical development is ~US$71M (£55M, 2005-2020), and
the acquisition of Oncogeni creates a material portfolio with an increased
probability of reaching this significant valuation milestone.

History of Oncogeni

 

Oncogeni Limited is a company limited by shares incorporated and domiciled in
England.  Oncogeni was formed in May 2019 to develop novel patented cancer
drugs and was founded by Nobel Laureate, Professor Sir Martin Evans and
biotechnology CEO and ex-Roche senior executive, Ajan Reginald.

 

Oncogeni has two exclusive global licences to develop two families of
innovative cell and RNA medicines:

·    Licence Agreement with Cell Therapy Limited, the owner of three
patent families covering intellectual property around specific Mesodermal
Killer (MK) cells; and

·    Licence Agreement with SIRNA Limited, the owner of six patents
covering intellectual property around novel siRNAs (small interfering RNA).

 

Overview of Products

 

Oncogeni has developed two families of innovative cell and RNA medicines, both
in pre-clinical development, which are protected by nine patents:

·    Mesodermal Killer ("MK") cells:  a new class of cellular medicine
engineered to kill cancer cells both directly and by enhancing the activity of
natural killer cells; and

·    Small interfering RNA ("siRNA") therapeutics: kill cancer cells by
inhibiting a novel cancer target STAT6, (signal transducer and activator of
transcription 6).

Both MK and siRNA families consist of four to six drug candidates each i.e.,
MK1-6 and siRNA 1-4. Each candidate is protected by composition of matter
patents and has the potential to be a new medicine subject to the successful
completion of development.

 

The MK have shown the ability to kill cancer cells directly (cytotoxicity) and
the ability to attract and activate (prime) natural killer cells ("NK"). NKs
are believed to show great potential for treating cancers. However, NK cells
are functionally suppressed owing to multiple immunosuppressive factors in
cancer; thus, releasing the suppressed state of NK cells by attracting and
activating NKs is a promising solution for immunotherapy.

MK cell candidates demonstrated significant direct cytotoxicity (P<0.05) in
validated in vitro models of chronic myelogenous leukaemia and plasma cell
myeloma. The MK candidates also demonstrated the ability to significantly
increase (P<0.05) the cytotoxicity of NK cells cytotoxicity in validated in
vitro models of chronic myelogenous leukaemia and plasma cell myeloma.

The siRNA family consists of multiple patented potential siRNA medicines that
have demonstrated inhibition of STAT6 production and anti-cancer activity in
validated in vitro and in vivo models of breast and colon cancer. These STAT6
siRNAs demonstrated a significant reduction (P<0.01) in proliferation of
both colorectal and breast with an ~50% reduction in cell growth at seven
days. This anti-cancer effect was replicated in validated an in vivo model of
colorectal cancer with a significant reduction (P<0.05) in cancer weight
and volume to 28 days.

Mesodermal Killer (MK) cells

MK cells are a new, unique and patented class of engineered cellular medicine.
The MK cell is capable of killing cancer cells directly, i.e. cancer cell
cytotoxicity and capable of priming / activating NK cells (i.e. increasing the
proliferation and/or cytotoxic activity of NK cells). The MK cell is named
after the NK cell because it displays similar natural killer characteristics,
but it is tissue engineered from mesodermal cells and is quite distinct and
different from NK cells in its composition, function and characteristics. MK
cells were derived from the novel cellular medicines platform invented by
Professor Sir Martin Evans, 2007 Nobel Laureate in Physiology or Medicine.

MK cells have demonstrated significantly increased cytotoxicity (P<0.05) in
validated in vitro models of chronic myelogenous leukaemia and plasma cell
myeloma. Incubation with MK cells significantly increased (P<0.01) the
cytotoxicity of NK cells in validated in vitro models of chronic myelogenous
leukaemia and plasma cell myeloma.

The MK cells are patented and identified by a unique 'finger print' consisting
of six unusual receptors detectable on the surface of the MK cells (CD16,
CD96, CD112, CD137L, CD178, CD253 and CD277) and the absence of three more
common cell surface markers (CD34, CD45 and CD56). The six receptors present
on MKs confer key functions in direct cytotoxicity cells via contact-dependent
cell lysis or antibody-dependent cell-mediated cytotoxicity (ADCC) and through
the attraction and priming of NK cells.

A key advantage of the MK cells is that they are mesodermal cells, which are
typically safe. There is good evidence that these mesodermal cells are safe in
human subjects. Thus MK cells are cytotoxic, but are not expected to induce
any of the side effects of other cytotoxic cellular therapies, such as
Chimeric Antigen Receptor-T (CAR-T) cells. In particular, MK cells are not
expected to induce cytokine release syndrome (CRS; aka cytokine storm),
macrophage activation syndrome (MAS) and off-target effects.

Novel siRNAs (small interfering RNA)

siRNA, also known as short interfering RNA, is a type of non-coding
double-stranded RNA of 20-23 nucleotide base pairs in length. As the name
suggests, it acts by interfering with the expression of the specific gene
having a complementary sequence. The siRNA binds specifically to the single
gene at a particular location for gene silencing and regulation. The
therapeutic potential of siRNAs has been verified in the treatment of cancer
and although cancer-related RNAi drugs have not been marketed, they still have
tremendous therapeutic potential.

STAT6 siRNA act to inhibit the production of STAT6 (signal transducer and
activator of transcription 6) by cancer cells. STAT6 is an intracellular
target which is not amenable to targeting with traditional therapeutics. STAT6
is strongly expressed in various tumours and is most highly expressed in human
malignant lymphomas and pancreatic, colorectal, prostate and breast cancers.
STAT6 is associated with cancer cell proliferation, an increased malignancy
and poor prognosis. Thus, techniques aimed at reducing or blocking STAT6
expression may be useful in treating STAT6 high cancers.

Oncogeni's STAT6 siRNA family consists of multiple patented potential siRNA
medicines that have demonstrated inhibition of STAT6 production and
anti-cancer activity in validated in vitro and in vivo models of breast and
colon cancer.

These STAT6 siRNAs demonstrated a significant reduction (P<0.01) in
proliferation of both colorectal and breast with an ~50% reduction in cell
growth at 7 days. This anti-cancer effect was replicated in a validated in
vivo model of colorectal cancer with a significant reduction (P<0.05) in
cancer weight and volume to 28 days. The clinical relevance of these findings
include that silencing STAT6 could lead to better prognosis in later stages of
cancer and may reduce the need for chemotherapy, and thus the side effects
linked to it, while still reducing cancer size and killing the cells.

Laboratory & GMP Manufacturing Facilities

Oncogeni's state of the art UK facility located in Stratford-upon-Avon
includes the infrastructure required for the pre-clinical development of the
Enlarged Group's portfolio of antibodies, oligonucleotides and cell and gene
therapies. The Oncogeni siRNA and MK therapeutics were developed in this
secure and dedicated facility built in 2017, encompassing over 5,000 sq. ft of
co-located laboratory and office space designed for biotechnology, by
Professor Sir Martin Evans and his team.

The facility includes the clean room, laminar flow cabinets and
cryopreservation infrastructure required for pre-clinical development of
innovative new medicines particularly cell and gene therapies. During the
pandemic the facilities were utilised for the development and clinical trials
of novel medical diagnostics.

Oncogeni has access to a GMP manufacturing facility designed for the
manufacture of biological (cell and antibody) candidate medicines. The EU
facility has successfully manufactured products for US, EU and UK approved
clinical trials and includes state-of-the art clean room laboratories with
laminar flow cabinets, cryo-preservation and on-site quality control
laboratory. Utilisation of this facility for the pharmacological manufacturing
development of the portfolio of antibodies, oligonucleotides, cell and gene
therapies and potential manufacture for clinical trials can provide a
significant strategic cost / time advantage to the Group.

KEY TERMS OF THE ACQUISITION

 

Pursuant to the Acquisition Agreement, the Company has conditionally agreed to
acquire the entire issued capital of Oncogeni in exchange for the sum of
£5,500,000 to be satisfied by the issue of the Consideration Shares to the
Sellers.

 

The Consideration Shares to be issued pursuant to the Acquisition will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares in issue including the right to receive all future dividends
or other distributions declared, made or paid after the date of issue.  The
Consideration Shares (assuming the full number of 7,249,998 Placing Shares are
subscribed) will represent approximately 38.7% of the Enlarged Issued Share
Capital.

 

The Acquisition Agreement may be terminated by the Company in certain
customary ‎limited circumstances, including where the Company becomes aware
of a material breach of warranty or material ‎breach of interim covenant
prior to Admission.‎ The Acquisition Agreement contains customary warranties
and indemnities relating to Oncogeni and its business and assets, given by
certain of the Sellers holding in aggregate 52.98% of the issued share capital
of Oncogeni in relation to general and operational warranties and a customary
tax covenant in favour of the Company. Claims under the Acquisition Agreement
are subject to certain financial, time and other limitations.

Conditions of the Acquisition

 

Completion of the Acquisition is conditional, inter alia, upon:

·   approval by the FCA, and the publication, of the Prospectus relating to
the issue of the Consideration and Placing Shares;

·   all necessary regulatory consents and approvals having been granted to
the Buyer by the Panel on Takeovers and Mergers;

·   the passing of the Resolutions at the Annual General Meeting;

·  the Consideration Shares and the Placing Shares having been issued and
allotted unconditionally subject only to their Admission;

·   there having occurred in the period between the signing date and
completion of the Acquisition no material breach of any of the Seller's
interim covenants in the Acquisition Agreement, no material breach of
warranties and no material adverse change in relation to Oncogeni; and

·   Admission.

 

If the conditions are not satisfied or waived (if capable of waiver) on or
before the 30 September 2022 (or such later date as the Company and the
Sellers may agree), the Acquisition Agreement will terminate and cease to be
of any effect save for certain customary surviving provisions.

Lock-in undertaking

Pursuant to the Acquisition Agreement, certain Sellers with a shareholding in
Oncogeni of greater than 3% ("Lock-in Sellers") shall also enter into a
lock-in agreement with the Company conditional on Admission on market standard
terms. Under the lock-in agreement, the Lock-in Sellers will agree that they
will not, without the consent of the Company, dispose of the legal or
beneficial interest in the Consideration Shares or grant a right or charge
over such Shares for a period of 6 months from Admission in relation to all of
the Consideration Shares.

 

PROPOSED PLACING

In conjunction with the Acquisition and subject to Admission, the Company
proposes to issue 7,249,998 Placing Shares to the New Investors at the Placing
Price of £0.14 per share.

Assuming all the Placing Shares are taken up, the Placing is expected to raise
approximately £1,015,000 before expenses.

Mr Ajan Reginald (proposed CEO and Executive Director) and Prof. Sir Martin
Evans (proposed Group CSO and Executive Director) are participating in the
Placing by way of a subscription for a total of 1,714,284 Placing Shares, of
which 1,357,142 Placing Shares are being subscribed for by Mr Reginald and
357,142 Placing Shares are being subscribed for by Prof. Evans.  Mr Stephen
West (Executive Chairman) is also participating in the Placing by way of a
subscription for a total of 19,484 Placing Shares.

The proceeds of the Placing will be used to finance the Oncogeni pre-clinical
drug development programs and additional working capital of the Enlarged
Group‎.

The ‎Company and the New Investors entered into Subscriptions Agreements in
June 2022 pursuant to which, subject to certain conditions the New Investors
have agreed to subscribe for the Placing Shares at the Placing Price‎.
The Placing is conditional, inter alia, on:

·    the Acquisition Agreement becoming unconditional in all respects save
for Admission;

·    approval by the FCA of the Prospectus and the publication of the
Prospectus;

·    the Resolutions being passed at the Annual General Meeting; and

·    Admission occurring no later than 8:00 a.m. on 30 September 2022.

The Placing Shares (assuming the full number of 7,249,998 Placing Shares are
taken up) will represent approximately 5.6% of the Enlarged Issued Share
Capital.

 

The Placing Price of £0.14 represents a premium of 75% to the Company's
mid-market closing price as at 21 June 2022, being the last date on which the
Company's shares were traded prior to this announcement.

 

BOARD AND MANAGEMENT APPOINTMENTS

In connection with the Acquisition it is proposed that the following
individuals are appointed to the Board on Completion:

·    Professor Sir Martin Evans, Nobel Laureate to be appointed as Group
Chief Scientific Officer and Executive Director of the Company: Sir Martin was
the first scientist to identify embryonic stem cells, which can be adapted for
a wide variety of medical purposes. His discoveries are now being applied in
virtually all areas of biomedicine - from basic research to the development of
new therapies. In 2007, he was awarded the Nobel Prize for Medicine, the most
prestigious honour in world science, for these "ground-breaking discoveries
concerning embryonic stem cells and DNA recombination in mammals."

Sir Martin has published more than 120 scientific papers. He was elected a
Fellow of the Royal Society in 1993 and is a founder Fellow of the Academy of
Medical Sciences. He was awarded the Walter Cottman Fellowship and the William
Bate Hardy Prizes in 2003 and in 2001 was awarded the Albert Lasker Medal for
Basic Medical Research in the US. In 2002 he was awarded an honorary doctorate
from Mount Sinai School of Medicine in New York, regarded as one of the
world's foremost centres for medical and scientific training. He has also
received honorary doctorate awards from the University of Bath, University of
Buckinghamshire, University College London, University of Wales and the
University of Athens. Sir Martin gained his BA in Biochemistry from Christ
College, University of Cambridge in 1963. He received an MA in 1966 and a DSc
in 1966. In 1969 he was awarded a PhD from University College, London. He
joined the Cardiff University School of Biosciences in 1999. He was knighted
in 2004 for his services to medical science and in 2009 was awarded the Gold
Medal of the Royal Society of Medicine in recognition of his valuable
contribution to medicine. In 2009 he also received the Baly Medal from the
Royal College of Physicians and the Copley Medal, the Royal Society's oldest
award, joining an eminent list of previous recipients including Albert
Einstein.

·    Ajan Reginald to be appointed Chief Executive Officer and Executive
Director of the Company: Ajan is an experienced biotechnology CEO with a track
record in drug development, biotech transactions and commercialisation. Over
20 years, he has served as the Global Head of Emerging Technologies for Roche
Group (SWX: ROG), Chief Operating Officer and Chief Technology Officer of
Novacyt S.A (LON: NCYT) and CEO of Celixir Ltd.

With Prof. Sir Martin Evans, Ajan founded Celixir PLC, and developed a novel
cardiac cellular medicine which completed pre-clinical development and won
FDA, MHRA and EU regulatory trial approvals. Celixir completed a licensing for
the Japan market only with Daiichi Sankyo, a Japanese Big Pharma company which
included a £12.5M upfront payment and an £5M equity investment which valued
Celixir at ~£220M.

Ajan is an alumni of Harvard Business School (AMP) and is recipient of the
Fulbright Scholarship. He is also a graduate of the University of Oxford (MSc
Experimental Medicine), Kellogg Business School (MBA) Northwestern University
and University of London (BDS). He has represented England at the Hockey
Masters World Cup and European Championships.

·    Dr Darrin M Disley OBE to be appointed Non-Executive Director of the
Company: Darrin is a renowned scientist, entrepreneur, angel investor and
enterprise champion who has started, grown, or invested in over 40 start-up
life science, technology and social enterprises, raising US$600 million in
business financing and closing US$700 million in commercial deals. He was CEO
of Horizon Discovery Group plc for 11 years, during which he led the company
from start-up through a US$113 million IPO, and rapid scale-up powered by
multiple acquisitions of US peer companies to become a global market leader in
gene editing and gene modulation technologies. He was awarded a lifetime
Queen's Award for Enterprise Promotion in 2016 for his work in promoting
enterprise across the UK and appointed OBE in 2018 for his services to
business and enterprise in the healthcare sector.

Mark Freeman has agreed to resign as non-executive director of the Company on
the same date that the above appointments become effective.

In addition to the abovenamed Board appointments, Professor Armand Keating
FRCPC, MD is being appointed as an independent Chief Medical Officer (as a
non-board position). Armand is an internationally recognised leader in blood
and marrow transplantation and cell therapy. He is a Professor of Medicine and
of Biomedical Engineering at the University of Toronto. He is a past President
of the American Society of Hematology and a past President of the American
Society for Blood and Marrow Transplantation. He has served in a number of
advisory roles at the US National Institutes of Health and more recently for
the New Organ Alliance and NASA. He held the position of Chief, Medical
Services at Princess Margaret Hospital for a decade and was the Division
Director of Hematology at the University of Toronto. His research and clinical
interests focus on cell-based tissue regeneration, anti-cancer cell therapy,
and blood and marrow transplantation. He has conducted laboratory,
translational and clinical research in these areas, particularly on the
biology and clinical application of mesenchymal stromal cells and NK cells.

 

SHAREHOLDINGS

Immediately following Admission, and assuming that no further Ordinary Shares
are issued prior to or upon Admission other than the New Ordinary Shares, the
shareholdings of the Directors (including the new directors detailed above)
will be as follows:

 Existing & New Directors      Ordinary Shares  % of issued share  % of Enlarged Share
                                                capital            Capital
 Stephen West(1)               4,569,484        6.3%               ‎3.5%
 Ajan Reginald                 11,627,786       -                  9.0%
 Prof. Sir Martin Evans        357,142          -                  0.3%
 Dr Darrin M Disley            710,053          -                  0.5%
 Jean Duvall                   -                -                  -
 Dr Simon Sinclair             -                -                  -
 Dr Michael Stein              -                -                  -
 (1) 4,418,484 shares held by Cresthaven Investments Pty Ltd (ATF the Bellini
 Trust) - an entity associated with S West

In addition to the interest in shares of the Directors noted above, and
assuming that no further Ordinary Shares are issued prior to or upon Admission
other than the New Ordinary Shares, it is expected that immediately following
Admission, the following persons will be interested in 3 per cent. or more of
the Enlarged Issued Share Capital:

 Name              Ordinary Shares  % of issued share  % of Enlarged Share
                                    capital            Capital
 Jane Whiddon      7,300,000        10.1%              5.7%
 Abdelatif Lachab  7,200,000        10.0%              5.6%
 Mubasher Sheikh   5,744,870        -                  4.4%
 Provelmare SA     5,000,000        6.9%               3.9%
 Zita Sheikh       4,018,910        -                  3.1%
 Mark Rollins      4,000,000        5.6%               3.1%
 Kathryn Fallon    3,905,215        -                  3.0%

If no further issue of Ordinary Shares takes place prior to or upon Admission
other than the New Ordinary Shares, it is not expected that any other person
will have an interest exceeding 3 per cent. of the Enlarged Issued Share
Capital.

 

PROSPECTUS

In order to implement the Acquisition, the Placing and Admission, the Company
is required to have approved by the FCA and to publish the Prospectus,
prepared in accordance with the Prospectus Regulation Rules, and setting out
further information on the Acquisition, the Placing and Admission and the
Enlarged Group. The Prospectus will be available at the Company's website:
www.roquefortplc.com as soon as practicable following its publication and a
further announcement will be made in due course.

 

ANNUAL GENERAL MEETING

Implementation of the Acquisition, the issue of Consideration Shares, the
Placing and certain related matters require the approval of Shareholders at a
general meeting of ‎the Company.  Accordingly, at the Annual General
Meeting being held at 10.00am on 30 June 2022, resolutions to approve the
following have been proposed:

·    To grant the directors sufficient general authority to allot the
Consideration Shares and the Placing Shares referred to in this announcement
and a further authority to allot shares calculated by reference to the
Enlarged Issued Share Capital.

·    To disapply statutory pre-emption rights in connection with the
allotment of the Consideration Shares and the Placing Shares referred to in
this announcement and a further authority to allot shares calculated by
reference to the Enlarged Issued Share Capital.

A notice convening the Annual General Meeting to approve the Resolutions was
posted to Shareholders on 7 June 2022.

 

 

DEFINITIONS

 

 Acquisition                             the proposed acquisition by the Company of the entire‎ issued ‎share
                                         capital of ‎Oncogeni pursuant to the ‎terms of the Acquisition Agreement;
 Acquisition Agreement                   means the conditional agreement dated 21 June 2022 made between the Company
                                         and ‎the Sellers relating ‎to the Acquisition‎;
 Admission                               means the admission of the Enlarged Issued Share Capital to the Official List
                                         by way of a Standard Listing and to trading on the London Stock Exchange's
                                         Main Market for listed securities;
 Annual General Meeting                  the annual general meeting of the Company being held at 10.00am on 30 June
                                         2022 at which, inter alia, the Resolutions will be proposed;
 Company                                 means Roquefort Therapeutics plc, a company incorporated in England &
                                         Wales ‎whose registered office address is at Eccleston Yards, 25 Eccleston
                                         Place, London, ‎England, SW1W 9NF with company number 12819145;‎
 Completion                              means completion of the Acquisition;‎
 Consideration Shares                    means the 50,000,000 new Ordinary Shares to be issued to the Sellers as
                                         consideration for the Acquisition;‎
 Directors, Board or Board of Directors  means the current directors of the Company or the board of directors from time
                                         to time of the Company, as the context requires, and "Director" is to be
                                         construed accordingly;
 Enlarged Group                          means the Company, Lyramid Pty Limited, Tumorkine Pty Limited and Oncogeni;‎
 Enlarged Issued Share Capital           means the share capital of the Company immediately following the ‎issue of
                                         the New Ordinary Shares;‎
 EUWA                                    The European Union (Withdrawal) Act 2018;
 ‎Existing Ordinary Shares               means the 71,900,000 Ordinary Shares of £0.01 each in issue as at the ‎date
                                         of ‎this Document;‎
 ‎FCA                                    means the UK Financial Conduct Authority;‎
 ‎FSMA ‎                                 means the UK Financial Services and Markets Act 2000, as amended;‎
 ‎£, pounds sterling or ‎‎GBP            means British pounds sterling;‎
 Listing Rules                           means the listing rules made by the FCA under section 73A of FSMA as amended
                                         from time to time;
 London Stock Exchange                   means London Stock Exchange Group plc;
 Main Market                             means the main market for listed securities of the London Stock Exchange;
 Market Abuse Regulation or MAR          the UK version of the EU Market Abuse Regulation (2014/596/EU) (incorporated
                                         into UK law by virtue of the EUWA) and the relevant provisions of the EU
                                         Market Abuse Regulation (2014/596/EU);
 ‎New Ordinary Shares                    means the Placing Shares and the Consideration Shares; ‎
 ‎Official List                          means the official list maintained by the FCA;‎
 Oncogeni                                means Oncogeni Limited, a private limited company registered under company
                                         number 12021845, with its registered office at Celixir House, Innovation Way,
                                         Stratford-upon-Avon, United Kingdom, CV37 7GZ;
 ‎Ordinary Shares                        means the ordinary shares of £0.01 each in the capital of the Company
                                         including, ‎if the context requires, the New Ordinary Shares;‎
 Placee                                  any person that has conditionally agreed to subscribe for ‎Placing Shares in
                                         the Placing;‎
 Placing                                 means the proposed placing of the New Ordinary Shares by the ‎Company at the
                                         Placing Price, conditional inter alia on Admission;‎
 Placing Price                           means £0.14 per New Ordinary Share;
 Placing Shares                          means the 7,249,998 new Ordinary Shares proposed to be issued and ‎allotted
                                         pursuant to the Placing;‎
 Prospectus                              means the prospectus relating to the Acquisition, the Placing, Admission and
                                         the Enlarged Group;
 Prospectus Regulation Rules             the Prospectus Regulation Rules made by the FCA under Part VI of the FSMA;
 Regulated Activities Order              the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
                                         (as amended);
 ‎Resolutions                            means the resolutions to be put to the Shareholders at the Annual General
                                         ‎Meeting;‎
 Restricted Jurisdiction                 means the United States, Canada, Japan, Australia and the Republic of ‎South
                                         Africa;‎
 SEC                                     means the U.S. Securities and Exchange Commission;
 Securities Act                          means the U.S. Securities Act of 1933, as amended;
 Sellers                                 means the shareholders of Oncogeni being the sellers of the entire share
                                         capital of ‎Oncogeni pursuant to ‎the Acquisition Agreement;‎
 Shareholders                            means the holders of Ordinary Shares;
 Standard Listing                        means a standard listing under Chapter 14 of the Listing Rules;
 UK Relevant Persons                     persons who (if they are in the UK) are (i) ‎persons having professional
                                         experience in matters relating to investments falling within the definition of
                                         ‎‎'investment professionals' in Article 19(5) of the Financial Services
                                         and Markets Act 2000 (Financial ‎Promotion) Order 2005 (the "Order"); or
                                         (ii) persons who are high net worth bodies corporate, ‎unincorporated
                                         associations and partnerships and the trustees of high value trusts, as
                                         described in Article ‎‎49(2)(a) to (d) of the Order; or (iii) persons to
                                         whom it may otherwise be lawful to distribute;
 United Kingdom or U.K.                  means the United Kingdom of Great Britain and Northern Ireland;
 United States or U.S.                   means the United States of America; and
 US$ or USD                              US dollars, the lawful currency of the United States of America.

 

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