REG - Scancell Hlds - Proposed Capital Raise to raise approximately £6m
30/11/2023 17:15
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RNS Number : 2847V Scancell Holdings Plc 30 November 2023
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30 November 2023
Scancell Holdings plc
("Scancell" or the "Company")
Proposed Capital Raise to raise approximately £6 million
Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for
the treatment of cancer and infectious disease, today announces a proposed
capital raise (the "Capital Raise") to raise in aggregate approximately £8
million before expenses, comprising:
· a placing of new ordinary shares of 0.1 pence each in the capital
of the Company ("Ordinary Shares") with new and existing institutional and
certain other investors to raise approximately £6 million (the "Placing") at
an issue price of 11.0 pence per Ordinary Share (the "Issue Price");
· a subscription by certain members of the Company's board of
directors (the "Directors" or the "Board"), being Dr Jean-Michel Cosséry
(Non-Executive Chairman) and Professor Lindy Durrant (Chief Executive Officer
and Executive Director) (the "Board Subscribers") for an aggregate
subscription amount of £80,000 at the Issue Price (the "Subscription"); and
· an open offer to Qualifying Shareholders of up to £2.0 million
at the Issue Price (the "Open Offer").
In order to provide Qualifying Shareholders with an opportunity to participate
in the Capital Raise at the Issue Price, the Company proposes to make an Open
Offer to all Qualifying Shareholders to raise gross proceeds of up to £2.0
million for the Company. The Open Offer will be made on the basis of 1 Open
Offer share for every 45 Existing Ordinary Shares held by Qualifying
Shareholders on the Record Date. Shareholders subscribing for their full Open
Offer Entitlements will also be invited to apply for additional Open Offer
Shares through an Excess Application Facility.
None of the Placing, the Subscription or the Open Offer are underwritten.
The Company expects that the net proceeds from the Capital Raise, in addition
to the Company's existing cash resources and anticipated tax credits, will be
used for:
- SCIB1/ iSCIB1+ clinical development including:
o SCOPE iSCIB1+ cohort recruitment of 43 patients (versus 15 currently
planned) including objective response rate results in 2024;
o SCOPE SCIB1/iSCIB1+ progression free survival data in H1 2025; and
o Phase 2/3 adapted registration study readiness, including Investigational
New Drug application preparation and product manufacture in H1 2024;
- ModiFY additional cohorts (including a cohort in combination with
ipilimumab and nivolumab) to position Modi-1 for Phase 2 study; and
- additional runway for partnering / out-licensing of antibodies as a source
of non-dilutive cash.
The Company's existing cash resources and the net proceeds from the Capital
Raise are expected to extend the cash runway from early 2025 until mid-to-late
2025.
The Placing will be conducted by way of an accelerated bookbuilding process
which will be launched immediately following this announcement in accordance
with the terms and conditions set out in Appendix III. The Placing Shares are
not being made available to the public. It is envisaged that the Bookbuild
will be closed no later than 6.00 p.m. today, 30 November 2023. Details of the
final number of Placing Shares, the Issue Price and the approximate gross
proceeds of the Placing will be announced as soon as practicable after the
closing of the Bookbuild.
Further information on the Capital Raise
The terms and conditions of the Open Offer will be set out in the Circular to
be sent to Qualifying Shareholders and (for information only) to Excluded
Overseas Shareholders who have notified an address in the United Kingdom for
the service of documents in accordance with the Articles. It is expected that
the Circular will be dispatched on or around 4 December 2023, and will also be
available at this time on the Company's website at www.scancell.co.uk. Further
information about the Company and the Capital Raise, including, inter alia,
the expected timetable of principal events is set out in Appendix I.
Capitalised terms not otherwise defined in the text of this announcement are
defined in Appendix IV.
Stifel Nicolaus Europe Limited ("Stifel") is acting as Sole Financial Adviser,
Joint Bookrunner and Nominated Adviser in relation to the Placing and WG
Partners LLP ("WG Partners") is acting as Joint Bookrunner in relation to the
Placing.
Application will be made to the London Stock Exchange for admission of the
Placing Shares and the Subscription Shares to trading on AIM ("First
Admission"). It is expected that First Admission will occur and that dealings
will commence at 8.00 a.m. on or around 5 December 2023.
Application will be made to the London Stock Exchange for admission of the
Open Offer Shares to trading on AIM ("Second Admission"). It is expected that
Second Admission will occur and that dealings will commence at 8.00 a.m. on or
around 20 December 2023.
Commenting on the proposed Capital Raise, Prof Lindy Durrant, Chief Executive
Officer, said: "Scancell is producing highly-significant data across its
pipeline of cancer vaccines. The recent updates from the SCOPE study are
showing previously unseen response rates in melanoma including an objective
response rate of over 85 per cent. and a complete responder. The study remains
on track with data expected in H1 2024 and based upon the first 13 patients
there is a greater than 90% probability that the second phase will also be
successful.
The proposed new funding will allow Scancell to continue progressing the
clinical development of SCIB1/ iSCIB1+ towards Phase 2/3 adapted registration
study readiness in unresectable melanoma. This represents a potential $1.5
billion per annum market and we therefore expect it will generate significant
interest from potential partners. Alongside this, Scancell will also complete
additional cohorts with ModiFY to position Modi-1 for Phase 2 study and have a
strengthened cash position to partner / out-license our proprietary antibodies
that have the potential to generate additional non-dilutive cash"
For the purposes of UK MAR, the person responsible for arranging for the
release of this announcement on behalf of the Company is Professor Lindy
Durrant, Chief Executive Officer.
For further information please contact:
Scancell Holdings plc +44 (0) 20 3727 1000
Dr Jean-Michel Cosséry, Non-Executive Chairman +44 (0) 20 7886 2500
Professor Lindy Durrant, CEO
Stifel Nicolaus Europe Limited (Sole Financial Adviser, Joint Bookrunner and +44 (0) 20 7710 7600
Nominated Adviser)
Nicholas Moore/Samira Essebiyea/William Palmer-Brown (Healthcare Investment
Banking)
Nick Adams/Nick Harland (Corporate Broking)
WG Partner LLP (Joint Bookrunner) +44 (0)20 3705 9330
David Wilson/Claes Spang/Sathesh Nadarajah/Erland Sternby
Panmure Gordon (UK) Limited (Joint Broker) +44 (0) 20 7886 2500
Freddy Crossley/Emma Earl (Corporate Finance)
Rupert Dearden (Corporate Broking)
ICR Consilium Tel.: +44 (0) 20 3709 5700
Mary-Jane Elliott/Matthew Neal/Chris Welsh scancell@consilium-comms.com
Important Notice
This Announcement and the information contained in it is restricted and is not
for release, publication or distribution, directly or indirectly, in whole or
in part, in, into or from the United States, Australia, Canada, New Zealand,
Japan or the Republic of South Africa or any other jurisdiction in which the
same would constitute a violation of the relevant laws or regulations of that
jurisdiction (each, a "Restricted
Jurisdiction"). The securities mentioned herein have not been, and will
not be, registered under the US Securities Act of 1933, as amended (the
"Securities Act"). The New Ordinary Shares 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. There will be
no public offer of securities of the Company in the United States.
This Announcement has been issued by, and is the sole responsibility, of the
Company. 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 Stifel, WG Partners or by any of their respective affiliates,
directors, officers, employees, advisers 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. Neither
Stifel nor WG Partners has authorised the contents of, or any part of, this
Announcement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and no-one else in connection with the
Capital Raise and will not regard any other person as a client in relation to
the Capital Raise and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Capital Raise or any other matter referred to herein. Its
responsibilities as nominated advisor and joint broker to the Company are owed
to the London Stock Exchange and the Company and its responsibilities as Joint
Bookrunner are owed to the Company, respectively, and not to any other person
including, without limitation, in respect of any decision to acquire New
Ordinary Shares in reliance on any part of this Announcement.
WG Partners, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for the Company and no-one else in connection with
the Capital Raise and will not regard any other person as a client in relation
to the Capital Raise and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Capital Raise or any other matter referred to
herein. Its responsibilities as Joint Bookrunner are owed to the Company and
not to any other person including, without limitation, in respect of any
decision to acquire New Ordinary Shares in reliance on any part of this
Announcement.
No public offering of New Ordinary Shares is being made in the United Kingdom,
any Restricted Jurisdiction or elsewhere. The distribution of this
Announcement and the offering of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Stifel or WG Partners that would permit an offering of such New
Ordinary Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Ordinary Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, Stifel and WG
Partners to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
There are matters set out within this Announcement that are forward-looking
statements. Such statements are only predictions, and actual events or results
may differ materially. For a discussion of important factors which could cause
actual results to differ from forward-looking statements, refer to the
Company's Annual Report and Accounts for the period ended 30 April 2023. None
of the Company, Stifel or WG Partners undertake any obligation to update
publicly, or revise, forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally
required. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or
to imply that the earnings of the Company for the current or future financial
periods will necessarily match or exceed the historical or published earnings
of the Company. The price of Ordinary Shares and the income from them may go
down as well as up and investors may not get back the full amount invested on
disposal of the Ordinary Shares.
It is expected that any New Ordinary Shares in the Company to be issued
pursuant to the Capital Raise will not be admitted to trading on any stock
exchange other than to trading on AIM, a market operated by the London Stock
Exchange. This Announcement is not an offering document, prospectus,
prospectus equivalent document or AIM admission document. It is expected that
no offering document, prospectus, prospectus equivalent document or AIM
admission document will be required in connection with the Capital Raise and
no such document has been or will be prepared or submitted to be approved by
the FCA or submitted to the London Stock Exchange in relation to the Capital
Raise.
Neither the content of the Company's website nor any links on the Company's
website is incorporated in, or forms part of, this Announcement.
APPENDIX I
PROPOSED PLACING, SUBSCRIPTION AND OPEN OFFER
Introduction
The Board proposes to undertake a placing of the Placing Shares to raise
approximately £6 million, before expenses, at the Issue Price. In addition,
certain members of the Board intend to subscribe for the Subscription Shares
for an aggregate subscription amount of £80,000 at the Issue Price.
In order to provide Qualifying Shareholders with an opportunity to participate
in the Capital Raise at the Issue Price, the Company proposes to make an Open
Offer to all Qualifying Shareholders to raise gross proceeds of up to £2.0
million for the Company. The Open Offer will be made on the basis of 1 Open
Offer Share for every 45 Existing Ordinary Shares held by Qualifying
Shareholders on the Record Date. Shareholders subscribing for their full Open
Offer Entitlements will also be invited to apply for additional Open Offer
Shares through an Excess Application Facility.
The Open Offer provides Qualifying Shareholders with an opportunity to
participate in the proposed issue of the Open Offer Shares on a pre-emptive
basis whilst providing the Company with additional capital to invest in the
business of the Group.
The Issue Price represents a discount of 10.2 per cent. to the closing middle
market price of 12.3 pence per Existing Ordinary Share on 29 November 2023
(being the last practicable date before publication of this Announcement).
Application will be made to the London Stock Exchange for admission of the
Placing Shares and the Subscription Shares to trading on AIM. It is expected
that First Admission will occur and that dealings will commence at 8.00 a.m.
on or around 5 December 2023.
Application will be made to the London Stock Exchange for admission of the
Open Offer Shares to trading on AIM. It is expected that Second Admission will
occur and that dealings will commence at 8.00 a.m. on or around 20 December
2023.
None of the Placing, the Open Offer or Subscription are underwritten.
Description of the Company
Scancell is a clinical stage immuno-oncology company developing cancer
vaccines and antibodies to treat significant unmet needs in cancer. The
treatments are built from proprietary research in the human adaptive immune
system from which Scancell has developed a pipeline of patent-protected
innovative products. The lead asset is the cancer vaccine, SCIB1, which is
in Phase 2 (SCOPE trial) development for advanced melanoma.
VACCINES
ImmunoBody® platform
Scancell's ImmunoBody® immunotherapy platform uses the body's immune system
to identify, attack and destroy tumours. This is achieved by delivering a DNA
plasmid to enhance the uptake and presentation of cancer antigens to harness
high avidity T cell responses, offering the potential for enhanced efficacy
and safety compared with more conventional approaches. These vaccines have the
potential to be used as monotherapy or in combination with checkpoint
inhibitors (CPIs) and other agents. This platform has the potential to enhance
tumour destruction, prevent disease recurrence and extend survival.
SCIB1
SCIB1 is the lead product from Scancell's ImmunoBody® immunotherapy platform.
It is currently being evaluated in a Phase 2 SCOPE trial in the UK in
combination with CPIs for the treatment of advanced melanoma. The SCOPE study
is an open-label, multi-cohort, multicentre Phase 2 study. In June 2022, the
Medicines and Healthcare products Regulatory Agency (MHRA) approved a protocol
amendment allowing the trial to include a cohort of advanced melanoma patients
who will receive SCIB1 plus doublet therapy consisting of ipilimumab
(Yervoy®) plus nivolumab (Opdivo®) in addition to the cohort who will
receive SCIB1 with pembrolizumab (Keytruda®). This reflects the current
treatment landscape for unresectable metastatic melanoma patients. The Phase 2
study is designed to assess whether the addition of SCIB1 treatment to CPI
standard of care results in an improvement in patient outcomes for patients
with metastatic disease. The primary objectives of the trial are tumour
response rate, progression-free survival and overall survival in patients with
advanced melanoma. The SCIB1 vaccine is delivered via a PharmaJet®
needle-free injection, which provides enhanced patient acceptance versus
electroporation.
In September 2023, Scancell reported positive data from the first stage in its
Phase 2 SCOPE trial, investigating SCIB1 in combination with doublet therapy
CPIs in advanced melanoma. Initial data from 11 patients showed an 82 per
cent. objective response rate (ORR) to treatment, which is better than the 70
per cent. ORR that the trial was configured to show. The first milestone in
the SCOPE trial was to achieve responses in more than eight out of 15 patients
which would suggest that SCIB1 in combination with doublet CPI therapy might
meaningfully improve current outcomes for these patients. Sixteen stage IV
metastatic patients received this combination. Eleven of these study patients
have reached 13 weeks and been evaluated at radiological imaging and nine have
already shown an objective response, equating to an ORR of 82 per cent. with
no increase in toxicity. At this time point the reduction in tumour volume was
31-94 per cent. Four patients reaching the 25 weeks imaging evaluation and two
reaching the 37 weeks evaluation have shown a 69-94 per cent. and an 87-94 per
cent. reduction in total tumour burden, respectively. This compares to an ORR
of 50 per cent. reported in patients just receiving this doublet CPI therapy
in the real-world setting with a progression free survival time of 11.5
months.
In November 2023, Scancell announced two further responders on the SCOPE
study, bringing the number of responders to 11 out of 13 patients. This is an
objective response rate (ORR) of 85%. These responses have been verified in
nine patients with a second scan at 19 weeks. Significantly, one of the
patients has achieved a complete response following treatment. The two recent
responders are scheduled to have their response confirmed in a subsequent
scan.
The SCOPE trial has now successfully transitioned into the second
stage, which will recruit a further 27 patients (for a total of 43). The
aim is to achieve at least 18 further responses (i.e., 27 responses in total)
which would statistically demonstrate that SCIB1, in combination with doublet
therapy, exceeds currently achievable ORRs. Recruitment is on track with data
available in H1 2024. Based upon the first 13 patients there is a greater than
90% probability that the second phase will also be successful.
If validated in the second stage of the SCOPE trial this will provide
confidence to initiate a randomised Phase 2/3 adapted registration programme
in patients with unresectable melanoma which represents a potential $1.5
billion per annum market. The Phase 2 part of the adapted trial should take 18
months and will likely generate significant partner interest.
iSCIB1+
iSCIB1+ is a modified version of SCIB1 developed using Scancell's AvidiMab®
platform. iSCIB1+ also includes more melanoma-specific epitopes so it can be
used by a broader patient population rather than SCIB1 which is limited to the
40 per cent. of patients who have the appropriate human leukocyte antigen.
Furthermore, iSCIB1+ has competitive advantages to SCIB1, including
potentially increased potency and extending the patent life by 15 years.
Given the significant improvements in potency, utility and patent life with
iSCIB1+, the Company plans to include an iSCIB1+ cohort in the SCOPE trial. In
November 2023, Scancell received MHRA correspondence requesting a preclinical
mouse safety study with iSCIB1+ prior to resubmission of the amendment to the
current trial protocol to include a new parallel cohort with the double CPIs
with iSCIB1+. Management do not see any potential issue with this regulatory
request having previously completed identical studies with SCIB1. The iSCIB1+
cohort is expected to start in Q1 2024.
The unresectable melanoma market represents a potential market of $1.5 billion
per annum.
Moditope® platform
Moditope® is a versatile proprietary cancer vaccine platform that targets
stress-induced post-translational modifications (siPTMs) of proteins. This
discovery has allowed Scancell to develop a completely new class of potent and
selective therapeutic vaccines. Examples of such modifications include
citrullination, an enzyme-based conversion of arginine to citrulline, and
homocitrullination, in which lysine residues are converted to homocitrulline.
Expression of peptides containing these modifications have been demonstrated
to induce potent CD4 cytotoxic T cells that induce anti-tumour activity
without any associated toxicity.
Modi-1
Modi-1, which targets citrullinated cancer antigens, is the first therapeutic
vaccine candidate to emerge from Scancell's Moditope® platform. Modi-1
consists of three citrullinated tumour-associated peptides exploiting the
normal immune response to stressed cells, which is largely mediated by
cytotoxic CD4 T cells. The peptides are linked to AMPLIVANT®, a potent
adjuvant which, in preclinical models, enhanced the immune response of Modi-1
10-to-100 fold and resulted in highly efficient tumour clearance, including
protection against tumour recurrence. AMPLIVANT® is the subject of a
worldwide licensing and collaboration agreement with ISA Pharmaceuticals for
the manufacturing, development and commercialisation of Modi-1.
The ModiFY study is an open-label, multicohort, multicentre, adaptive Phase
1/2 trial with Modi-1 being administered alone or in combination with CPIs in
patients with head and neck, triple negative breast and renal tumours and as a
monotherapy in patients with ovarian cancer, where there are no approved CPI
therapies and in patients with the other tumour types where CPIs are not
indicated. Modi-1 stimulates CD4 T cells which may directly impact tumour
growth, however, in some patients if the tumour environment is highly
immunosuppressive, these T cells may need to be protected by CPIs. This open
label Phase 1/2 study is assessing the safety and immunogenicity of two
citrullinated vimentin peptides and citrullinated enolase peptide. This open
label study will recruit over 100 patients in up to 20 UK clinical trial
sites. In addition, the effect of Modi-1 in promoting T-cell infiltration into
the tumour will be assessed in a neoadjuvant cohort in which a further 30
patients with head and neck cancer will be treated with Modi-1 with or without
CPI, prior to their first surgical resection.
The ModiFY trial has completed its dose escalation and safety cohorts. Data
from patients receiving the Modi-1 cancer vaccine as a monotherapy showed that
it was safe and well tolerated and demonstrated encouraging early efficacy in
a head and neck cancer patient and in other hard-to-treat cancers such as high
grade serous ovarian carcinoma and triple negative breast cancer (TNBC). The
cohort of 16 ovarian cancer patients receiving Modi-1 has now been fully
recruited. All patients had failed on previous treatments and their disease
was actively progressing when they entered the study. Following treatment with
Modi-1 44 per cent. of patients achieved stable disease for at least eight
weeks, with some patients experiencing a longer duration of disease stability
for four months or more. The number of patients who have experienced long
periods of stable disease following monotherapy with Modi-1 is encouraging in
this difficult to treat cancer and the Company believes that combination
therapy with CPIs, which are not currently approved for the treatment of
ovarian cancer, could further improve outcomes for this patient group.
Evaluation of Modi-1, plus CPIs in other tumour types in the ongoing Phase 1/2
study, will provide supporting data for this proposed combination use.
In the other monotherapy cancer cohorts, a total of eight patients have
received full dose Modi-1. One TNBC patient remains on trial with stable
disease beyond 35 weeks. One head and neck patient achieved a partial
response. Recruitment is ongoing.
In July 2023, the ModiFY study moved into the expansion cohorts, following
approval by the safety review committee. The expansion cohorts include Modi-1
in combination with CPI and in the neoadjuvant setting. All three patients in
Cohort 4 have now successfully received two doses of Modi-1 plus CPI and the
treatments were well tolerated with no safety concerns. Twenty-one patients
will be recruited into each cohort. Patients with TNBC will not be included in
this part of the study as these patients receive checkpoints in combination
with chemotherapy which may induce citrullination in normal cells and induce
toxicity.
This study will recruit 30 patients who will be randomised at diagnosis to
receive either two doses of Modi-1 three weeks apart or two doses of Modi-1
plus one dose of CPI. Tumour biopsies will be taken prior to immunisation and
from the tumour resection six weeks following the initial vaccination. The two
tumour samples will allow the extent of T cell infiltration and activation
pre- and post-Modi-1 vaccination to be assessed with and without a CPI.
Early clinical data with Modi-1 is expected to be available in 2024.
Modi-2
Modi-2, which targets homocitrullinated cancer antigens, is the second
therapeutic vaccine candidate from the Company's Moditope® platform and has
the potential to address different cancer indications to Modi-1, including
tumours with a particularly immunosuppressive environment.
In November 2022, Scancell in-licensed the SNAPvax™ technology from
Vaccitech plc, a clinical-stage biopharmaceutical company engaged in the
discovery and development of novel immunotherapies and vaccines. The agreement
allows Scancell to formulate and manufacture Modi-2. The SNAPvax™ technology
enables peptides to self-assemble with TLR-7/8a, a powerful adjuvant, to
promote strong T cell responses and is proven to successfully overcome
formulation issues associated with immunogenic peptide antigens, which are
often highly hydrophobic and prone to manufacturing challenges with
conventional formulations. Modi-2 will use SNAPvax™ to co-deliver
homocitrullinated peptide antigens and TLR-7/8a adjuvants in self-assembling
nanoparticles designed to prime tumour killing T cells.
Scancell expects that the combination of Modi-2 with a highly effective
platform for inducing T cells (Vaccitech's SNAPvax™ technology) will lead to
a potentially superior therapeutic vaccine candidate.
ANTIBODIES
GlyMab®
The GlyMab® platform provides a powerful and versatile approach to generating
novel antibody drug candidates for the Company's clinical pipeline but also to
create upfront, milestone and revenue generating partnerships with other
companies in areas such as drug targeting to capitalise on other groups'
expertise. The GlyMab® antibodies bind to sugar motifs, rather than peptide
epitopes, found on the surface of glycosylated proteins and lipids expressed
by cancer cells. The Company currently has a pipeline of five anti-glycan
mAbs: SC129, SC134, SC2811, SC88 and SC27 that target solid tumours including
pancreatic, small cell lung, colorectal and gastric cancers. All of these drug
candidates have now been successfully humanised and are ready for the next
stage of development.
The GlyMab® antibodies can be developed into redirecting T cell bispecific
(TCB) antibodies with the potential of entering the clinical trials providing
a promising new therapeutic approach for treating cancer. TCB antibodies have
dual-binding specificity which crosslinks tumour cells via their glycans with
an activating receptor CD3 on T cells. This results in activation of killer T
cells and tumour cell death. These antibodies are particularly potent in
tumours which have lost the T cell recognition molecule major
histocompatibility antigen or where there is limited T cell infiltration as
they by-pass normal T cell activation pathways and redirect the host immune
system to the tumour. SC134 has now been successfully developed in the lab as
a TCB.
In October 2022, Scancell signed its first commercial license agreement with
Genmab. Genmab were granted a worldwide license to an anti-glycan monoclonal
antibody generated via Scancell's proprietary GlyMab® platform, for the
development and commercialisation of novel therapeutic products. The Company
received £5.3 million in up front payment as well as potential milestone
payments of up to $208 million for each product developed and commercialised,
up to a maximum of $624 million if Genmab develops and commercialises products
across all defined modalities. The Company will also receive low single digit
royalties from Genmab on net sales of all commercialised products.
AvidiMab®
AvidiMab® is a versatile proprietary platform technology that can enhance the
avidity and thereby the potency of any antibody. To date, Scancell has used
AvidiMab® in its internal programmes to:
· Engineer the anti-glycan mAbs to improve their ability to
directly kill tumour cells.
· Engineer other mAbs to enhance their potency and/or extend their
patent lifetime.
· Increase the breadth of response and potency of Scancell's
ImmunoBody® cancer products.
· Increase the potency of the T cell response in Scancell's
COVID-19 vaccine which in turn should lead to improvements in long-term
protection and immunological memory.
AvidiMab® platform successfully applied to internal programmes, including
iSCIB1+ and COVIDITY, and holds potential to enhance the efficacy of
third-party antibodies.
Current Trading
On 31 October 2023, Scancell announced its audited annual results for the
financial year ended 30 April 2023. The Group made an operating loss for the
12-month period to 30 April 2023 of £11.9 million (12 months ended 30 April
2022: operating loss of £13.3 million). As at 30 April 2023, the Group had
net liabilities of £6.2 million (30 April 2022 restated: £4.8 million net
assets). The Group's cash balance as at 30 April 2023 was £19.9 million (30
April 2022: £28.7 million). The Company expects to announce its unaudited
interim results for the six months ended 31 October 2023 in the first quarter
of 2024.
Details of the Placing
The Company proposes to raise approximately £6 million before expenses by way
of the Placing at the Issue Price.
The Placing is conditional, inter alia, upon:
(i). the Placing Agreement becoming or being declared unconditional in all
respects and not having been terminated in accordance with its terms prior to
First Admission; and
(ii). First Admission becoming effective by no later than 8:00 a.m. on 5
December 2023 or such later time and/or date (being no later than the Placing
Final Date) as the Joint Bookrunners and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares will not be
issued and all monies received from the Placees will be returned to them (at
the Placees' risk and without interest).
The Placing Shares are not subject to clawback and are not part of or subject
to any condition related to the Open Offer.
The Placing Shares will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of their issue.
Details of the Subscription
The Board Subscribers, being Professor Lindy Durrant and Dr Jean Michel
Cosséry (as Directors), have conditionally agreed to subscribe for an
aggregate amount of £80,000 of Subscription Shares at the Issue Price
pursuant to the Subscription Letters. The Subscription is not underwritten.
The Subscription is conditional, inter alia, upon First Admission becoming
effective by no later than 8.00 a.m. on 5 December 2023 or such later time
and/or date as the Board Subscribers and the Company may agree.
If any of the conditions to the Subscription are not satisfied, the
Subscription Shares will not be issued and any monies received from the Board
Subscribers will be returned to them.
The Subscription Shares are not subject to clawback and are not part of or
subject to any condition related to the Open Offer.
The Subscription Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
their issue.
Details of the Open Offer
The Company is proposing to raise up to a further £2.0 million (before
expenses) by way of the Open Offer. The Open Offer will be made on the basis
of 1 Open Offer Share for every 45 Existing Ordinary Shares held by Qualifying
Shareholders on the Record Date. Shareholders subscribing for their full Open
Offer Entitlements will also be invited to apply for additional Open Offer
Shares through an Excess Application Facility. The Open Offer is not
underwritten.
Further details of the Open Offer and the terms and conditions on which it
will be made, including the procedure for application and payment, will be set
out in the Circular and, where relevant, on the accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being declared
unconditional in all respects. The other principal conditions to the Open
Offer are:
(i). the Placing Agreement becoming or being declared unconditional in all
respects and not terminated in accordance with its terms prior to Second
Admission; and
(ii). Second Admission becoming effective by no later than 8:00 a.m. on 20
December 2023 or such later time and/or date (being no later than the Open
Offer Final Date) as the Joint Bookrunners and the Company may agree.
The Open Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
their issue.
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023 Annual General Meeting 2.00 p.m. on 29 November 2023
Record Date for entitlement under the Open Offer 6.00 p.m. on 29 November 2023
Announcement of the Capital Raise 4.35 p.m. on 30 November 2023
Announcement of the Result of the Placing 7.00 a.m. on 1 December 2023
Publication and posting of the Circular and (to Qualifying Non-CREST Holders 4 December 2023
only) the Application Form
Ex-entitlement date for Open Offer 8.00 a.m. on 4 December 2023
Open Offer Entitlements credited to CREST Stock Accounts of Qualifying CREST 5 December 2023
Holders
First Admission 8.00 a.m. on 5 December 2023
Recommended last time and date for requesting withdrawal of Open Offer 4.30 p.m. on 12 December 2023
Entitlements from CREST for Qualifying CREST Holders
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 13 December 2023
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 14 December 2023
market claims only)
Latest time and date for acceptance of the Open Offer and receipt of completed 11.00 a.m. on 18 December 2023
Application Forms
Announcement of the result of the Open Offer 19 December 2023
Second Admission 8.00 a.m. on 20 December 2023
Open Offer Shares credited to CREST members' account in uncertificated form 20 December 2023
Despatch of definitive share certificates for Open Offer Shares in Within 14 days of allotment
certificated form
If any of the details contained in the timetable above should change, the
revised times and dates will be notified by means of an announcement through a
Regulatory Information Service.
All references to times and dates in this document are to times and dates in
London unless stated otherwise.
APPENDIX II
Product Governance Disclaimer
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary Shares are: (a)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (b) eligible for distribution through all permitted distribution
channels (the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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 UK 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 UK
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 UK target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; 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 New Ordinary Shares. Each distributor is
responsible for undertaking its own UK target market assessment in respect of
the New Ordinary Shares and determining appropriate distribution channels.
EU Product Governance Requirements
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
(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 New Ordinary Shares
have been subject to a product approval process, which has determined that the
New Ordinary Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
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 New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New Ordinary 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 New Ordinary Shares. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint Bookrunners have
only procured 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 New
Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
APPENDIX III
TERMS & CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY STIFEL AND WG
PARTNERS ONLY.
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 ARE FOR INFORMATION PURPOSES ONLY AND 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: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION ((EU) 2017/1129, AS AMENDED FROM TIME TO
TIME) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); OR (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION, AS AMENDED BY THE PROSPECTUS (AMENDMENT ETC.) (EU
EXIT) REGULATIONS 2019, AND WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME)
(THE "UK PROSPECTUS REGULATION") AND WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE
SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR
UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD,
TRANSFERRED OR DELIVERED TO, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED,
OR WILL APPROVE OR DISAPPROVE, AN INVESTMENT IN THE SECURITIES MENTIONED
HEREIN, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED, NOR
WILL THEY PASS UPON OR ENDORSE, THE MERITS OF THE PLACING OR THE ACCURACY OR
ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO MONEY, SECURITIES OR
OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT, WILL NOT BE ACCEPTED. THERE WILL BE NO PUBLIC OFFER OF THE
SECURITIES MENTIONED HEREIN IN THE UNITED KINGDOM, THE UNITED STATES, ANY
OTHER RESTRICTED JURISDICTION OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE
PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN
AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON
DISPOSAL OF THE PLACING SHARES.
The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Stifel or WG Partners or any of its or
their respective affiliates or any of its or their respective agents,
directors, officers, consultants or employees which 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.
This Announcement is being distributed and communicated to persons in the UK
only in circumstances to which section 21(1) of the FSMA does not apply.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Jurisdiction or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Jurisdiction.
None of the Company, Stifel or WG Partners or any of its or their respective
affiliates or any of its or their respective agents, directors, officers,
consultants or employees makes any representation or warranty, express or
implied to any Placees regarding any investment in the securities referred to
in this Announcement under the laws applicable to such Placees.
For the purposes of this Appendix, "Relevant Bookrunner" means either of
Stifel or WG Partners.
Persons who are invited to and who choose to participate in the Placing, by
making (or on whose behalf there is made) an oral or written offer to
subscribe for Placing Shares (the "Placees"), will be deemed: (i) to have
read and understood this Announcement, including the Appendices, in its
entirety; and (ii) to be making such offer on the terms and conditions, and to
be providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix, including being deemed to be
providing (and shall only be permitted to participate in the Placing on the
basis that they have provided), the representations, warranties,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
that it understands the resale and transfer restrictions set out in this
Appendix and that the Placing Shares acquired by it have not been acquired on
a non-discretionary basis on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any member state of the EEA or in
the United Kingdom or to which the EU Prospectus Regulation or, as the case
may be, the UK Prospectus Regulation, otherwise applies other than Qualified
Investors (in the case of a member state of the EEA), Relevant Persons (in the
case of the United Kingdom) or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any member
state of the EEA or (iii) the United Kingdom other than Qualified Investors,
or in the United Kingdom other than Relevant Persons, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation or, as
the case may be, the UK Prospectus Regulation, as having been made to such
persons; and/or
3. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and any account
with respect to which it exercises sole investment discretion, is either (i)
outside the United States subscribing for the Placing Shares in an "offshore
transaction" as defined in and in accordance with Regulation S under the
Securities Act ("Regulation S") or (ii) a "qualified institutional buyer"
("QIB") as defined in Rule 144A under the Securities Act ("Rule 144A").
The Company and each of the Joint Bookrunners will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. No action has been taken by the Company
or the Joint Bookrunners that would permit an offering of such securities or
possession or distribution of this document or any other offering or publicity
material relating to such securities in any jurisdiction where action for that
purpose is required. This Announcement and the information contained herein
is not for publication or distribution, directly or indirectly, to persons in
the United States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or in any jurisdiction in which such publication or distribution
is unlawful. Persons into whose possession this Announcement may come are
required by the Company to inform themselves about and to observe any
restrictions of transfer of this Announcement. No public offer of the
Placing Shares is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act or any laws of, or
with any securities regulatory authority of, any state or other jurisdiction
of the United States, and may not be offered, sold, pledged or otherwise
transferred within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any state or other jurisdiction of
the United States. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S.
The Placing Shares have not been approved or disapproved, nor will they be
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, nor
will they pass upon or endorse, the merits of the Placing or the accuracy or
adequacy of the contents 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; 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
Canada, Australia, New Zealand, Japan or the Republic of South Africa.
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 Canada, Australia, New Zealand, Japan or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM, the market operated by the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given.
Bookbuild
The Joint Bookrunners will today commence an accelerated bookbuilding process
to determine demand for participation in the Placing by potential Placees.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion determine.
Details of the Placing
The Joint Bookrunners have entered into the Placing Agreement with the Company
under which the Joint Bookrunners have severally (and not jointly or jointly
and severally) agreed, on the terms and subject to the conditions set out
therein, undertaken to use their reasonable endeavours to procure, as the
Company's placing agent and joint bookrunner for the purpose of the Placing,
subscribers for the Placing Shares at the Issue Price.
The final number of Placing Shares will be decided at the close of the
Bookbuild following the execution of the terms of the Placing by the Company
and the Joint Bookrunners (the "Term Sheet").
The Placing Agreement contains customary undertakings and warranties given by
the Company to the Joint Bookrunners including as to the accuracy of
information contained in this Announcement and to be contained in the
Circular, to matters relating to the Company and its business and a customary
indemnity given by the Company to the Joint Bookrunners in respect of
liabilities arising out of or in connection with the Placing and/or
Admissions.
The Company is also separately making an Open Offer of such number of New
Ordinary Shares as will be set out in the Circular.
The Capital Raise is conditional upon, inter alia:
a) the Circular being sent to Qualifying Shareholders and (for
information only) to Excluded Overseas Shareholders who have notified an
address in the United Kingdom for the service of documents in accordance with
the Articles. A copy of the Circular will be available from the Company's
website at www.scancell.co.uk (http://www.scancell.co.uk) ;
b) First Admission becoming effective; and
c) the obligations of the Joint Bookrunners under the Placing
Agreement not having been terminated in accordance with its terms.
The number of Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement.
The Placing Shares will, as from the date when they are issued, be fully paid
or credited as fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all dividends
and other distributions declared (if any), made or paid on or in respect of
the Ordinary Shares after the relevant date of issue of the Placing Shares.
Lock up
As part of the Placing, the Company has agreed that it will not issue or sell
any Ordinary Shares for a period of 120 days after the Second Admission (or
First Admission in the event Second Admission does not occur) without the
prior written consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed). That agreement is subject to (i) the
customary exception of granting options under, and allotting and issuing
Ordinary Shares in the ordinary course pursuant to, the Company's existing
share schemes and (ii) an exception relating to any allotment or issue of
Ordinary Shares pursuant to the conversion of the Convertible Loan Notes.
Application for admission to trading
Application will be made to the London Stock Exchange for First Admission. It
is expected that settlement of the Placing Shares will take place and First
Admission will become effective on or around 5 December 2023 and that dealings
in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each Joint Bookrunner is arranging the Placing as placing
agent and joint bookrunner of the Company for the purpose of using its
reasonable endeavours to procure Placees at the Issue Price for the Placing
Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the Joint
Bookrunners. The Joint Bookrunners and their respective affiliates may
participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
4. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Issue Price. The number of Placing Shares
to be issued will be agreed between Stifel, WG Partners and the Company
following completion of the Bookbuild. The number of Placing Shares will be
announced on a Regulatory Information Service following the completion of the
Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or email to their usual sales contact at
one of the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Issue Price
which is ultimately established by the Company and the Joint Bookrunners.
Bids may be scaled down by the Joint Bookrunners on the basis referred to in
paragraph 9 below.
6. The timing of the closing of the Bookbuild will be at the
discretion of the Joint Bookrunners. The Company reserves the right (upon
agreement with the Joint Bookrunners) to reduce or seek to increase the amount
to be raised pursuant to the Placing, in its absolute discretion.
7. Each Placee's allocation will be confirmed to Placees
orally or by email by the relevant Joint Bookrunner, and evidenced by a trade
confirmation or contract note which will be dispatched as soon as practicable
thereafter. The terms of this Appendix will be deemed incorporated by
reference therein. The oral or email confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of the Joint Bookrunners and the
Company, under which it agrees to acquire the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of association.
Except as required by law or regulation, no press release or other
announcement will be made by Stifel, WG Partners or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be issued at
the Issue Price.
9. Subject to paragraphs 5 and 6 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the Company) and
may scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding paragraphs 5 and
6 above, subject to the prior consent of the Company: (a) allocate Placing
Shares after the time of any initial allocation to any person submitting a bid
after that time; and (b) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time.
10. The allocation of Placing Shares to Placees located in the
United States (each, a "US Placee") shall be conditional on the execution by
each US Placee of a US Investor Representation Letter in the form provided to
it by one of the Joint Bookrunners or their respective affiliates.
11. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to the Joint Bookrunners, to pay in cleared funds
immediately on the settlement date (or as separately agreed with the Joint
Bookrunners in the case of certificated settlement), in accordance with the
registration and settlement requirements set out below, an amount equal to the
product of the Issue Price and the number of Placing Shares such Placee has
agreed to take up and the Company has agreed to allot.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the times and
on the basis explained below under "Registration and Settlement".
13. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, inter alia, the conditions
referred to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
14. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
15. To the fullest extent permissible by law, none of the
Company, the Joint Bookrunners or any of their respective affiliates shall
have any responsibility or liability (whether in contract, tort or otherwise)
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) under these terms and conditions. In particular, none of the
Company, the Joint Bookrunners or any of their respective affiliates shall
have any liability (whether in contract, tort or otherwise and including, to
the fullest extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Bookbuild or Placing. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and the Joint Bookrunners shall have no
liability to the Placees for the failure of the Company to fulfil those
obligations.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
a) the Company allotting, subject only to First Admission, the
Placing Shares in accordance with the Placing Agreement; and
b) First Admission taking place not later than 8:00 a.m.
(London time) on 5 December 2023 or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners, not being later than
8:00 a.m. on the Placing Final Date.
If (i) any of the conditions contained in the Placing Agreement in respect of
the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the
time or date where specified (or such later time or date as the Company and
the Joint Bookrunners may agree, not being later than the Placing Final Date),
or (ii) the Placing Agreement is terminated as described below, the Placing
will lapse and the Placees' rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee in respect thereof. For the
avoidance of doubt the Placing shall not be conditional on the Open Offer
being subscribed for by Qualifying Shareholders.
Each Joint Bookrunner may, in its absolute discretion, waive, or extend the
period (up to the Placing Final Date) for, compliance by the Company with the
whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that certain conditions, including
but not limited to First Admission taking place and the Company allotting the
Placing Shares subject only to First Admission may not be waived and the
period for compliance with such conditions may not be extended. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners or the Company, nor any of their respective
affiliates, agents, directors, officers, consultants or employees, shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Stifel and WG Partners.
Right to terminate under the Placing Agreement
Stifel and WG Partners are severally entitled in their absolute discretion, at
any time before First Admission, to terminate the Placing Agreement by giving
notice to the Company in the following circumstances:
(a) in the opinion of that Relevant Bookrunner (acting in good
faith), the warranties given by the Company to the Joint Bookrunners are not
true and accurate or have become misleading (or would not be true and accurate
or would be misleading if they were repeated at any time before First
Admission) by reference to the facts subsisting at the time when the notice
referred to above is given; or
(b) in the opinion of that Relevant Bookrunner (acting in good
faith), the Company fails to comply with any of its obligations under the
Placing Agreement and that failure is material in the context of the Placing,
the Subscription, the Open Offer and/or the Admissions;
(c) a matter having arisen in respect of which indemnification
may be sought from the Company under the indemnity included in the Placing
Agreement;
(d) the application for First Admission having been withdrawn or
rejected;
(e) in the opinion of that Relevant Bookrunner (acting in good
faith), there has been a development or event (or any development or event
involving a prospective change of which the Company is or might reasonably be
expected to be, aware) which will or is likely to have a material adverse
effect on or affecting the operations, the condition (financial, operational,
legal or otherwise), prospects, management, results of operations, financial
position, business or general affairs of the Company or the Group respectively
whether or not foreseeable and whether or not arising in the ordinary course
of business; or
(f) there has been a change in national or international
financial, political, economic or stock market conditions (primary or
secondary); an incident of terrorism, outbreak or escalation of hostilities,
war, declaration of martial law; a material deterioration in, or material
escalation in the response to the COVID-19 pandemic; a suspension or material
limitation in trading of securities generally on any stock exchange; any
change in currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of that Relevant Bookrunner (acting in
good faith) to materially prejudice the success of the Placing, the
Subscription, the Open Offer and/or the Admissions.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by either Joint Bookrunner of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of that Joint Bookrunner, and that it need not
make any reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to exercise.
Placees will have no rights against Stifel, WG Partners, the Company or any of
their respective directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require an
admission document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Placing, and Placees' commitments will be
made solely on the basis of the information contained in the Announcement
(including the Appendices) and the Exchange Information. Each Placee, by
accepting a participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
the Exchange Information), representation, warranty, or statement made by or
on behalf of the Company, the Joint Bookrunners, or any other person and
neither the Joint Bookrunners, the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by the
Joint Bookrunners, the Company, or their respective officers, directors,
consultants, employees or agents. Each Placee acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing. Neither
the Company nor the Joint Bookrunners is making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and financial advice
regarding an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B63D3314)
following First Admission will take place within CREST, provided that, subject
to certain exceptions, the Joint Bookrunners reserve the right to require
settlement for, and delivery of, the Placing Shares (or a portion thereof) to
Placees by such other means that it deems necessary if delivery or settlement
is not possible or practicable within CREST within the timetable set out in
this Announcement or would not be consistent with the regulatory requirements
in any Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation or contract note stating the
number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to Stifel (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place with
Stifel. Settlement will be through Stifel against CREST participant account:
2304200 (CREST ID: 2OQAN). For the avoidance of doubt, Placing allocations
are expected to be booked with a trade date of 30 November 2023 and settlement
date of 5 December 2023 on a T+2 basis in accordance with the instructions set
out in the trade confirmation.
The Company will instruct its registrar to deliver the Placing Shares to the
CREST account operated by Stifel as agent for the Company and the Relevant
Bookrunner will enter its delivery (DEL) instruction into the CREST system.
The input to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee against
payment.
If a Placee wishes to receive its Placing Shares in certificated form, it
should contact Stifel (+44(0)20 7710 7675) or WG Partners (+44(0)20 3705 9321)
as soon as possible after receipt of the allocation confirmation.
Placees who wish to receive their Placing Shares in certificated form are
expected to receive their certificates for their Placing Shares within 14 days
of allotment, provided payment in full has been made.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the Sterling Overnight Index Average (SONIA) as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunners' account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable and shall indemnify
each Joint Bookrunner (as agent for the Company) on demand for any shortfall
below the aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares to the
Relevant Bookrunner, each Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which each Joint Bookrunner lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and the Joint Bookrunners, namely that, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including the Appendices, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and not in reliance on any
information given or any representations, warranties or statements made at any
time by any person in connection with the Admissions, the Company, the
Placing, the Open Offer or otherwise, other than the information contained in
this Announcement and undertakes not to redistribute or duplicate this
Announcement or any part of it;
2. acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a prospectus,
admission document or other offering document in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively, "Exchange Information"), which includes a description of the
nature of the Company's business, the Company's most recent balance sheet and
profit and loss account and similar statements published in preceding years
and that the Placee is able to obtain or access such information or comparable
information concerning any other publicly traded company without undue
difficulty;
4. acknowledges that none of the Joint Bookrunners, the
Company, any of their respective affiliates or any person acting on behalf of
any of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this Announcement; nor
has it requested any of the Joint Bookrunners, the Company, their respective
affiliates or any person acting on behalf of any of them to provide it with
any such information and has read and understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of the Joint
Bookrunners, their respective affiliates, agents, directors, officers,
consultants or employees, or any person acting on its or their behalf has or
shall have any liability for any information, representation or statement
contained in this Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise.
Each Placee further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by the Joint
Bookrunners, the Company or any of their respective affiliates, agents,
directors, officers, consultants or employees or any person acting on behalf
of any of them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee or any
material prepared by the research departments of either Joint Bookrunner (the
views of such research departments not representing and being independent from
those of the Company and the corporate finance departments of each of the
Joint Bookrunners and not being attributable to the same)), and neither Joint
Bookrunner, nor the Company will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and
agrees that it may not place the same degree of reliance on this Announcement
as it may otherwise place on a prospectus or admission document. Each Placee
further acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the Company in
deciding to participate in the Placing and it will not rely on any
investigation that the Joint Bookrunners, their affiliates, agents, directors,
officers, consultants or employees or any other person acting on its or their
behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any 'inside information' as defined in the EU Market Abuse
Regulation (Regulation 596/2014/EU) as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (as amended and supplemented from
time to time) ("UK MAR") concerning the Company in accepting this invitation
to participate in the Placing;
7. acknowledges that the Joint Bookrunners do not have any
duties or responsibilities to it, or its clients, similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct of
Business Sourcebook in the FCA's Handbook of Rules and Guidance and that the
Joint Bookrunners are not acting for it or its clients and that the Joint
Bookrunners will not be responsible for providing protections to it or its
clients;
8. acknowledges that none of the Joint Bookrunners, any of
their respective affiliates, agents, directors, officers, consultants or
employees or any person acting on behalf of them has or shall have any
liability for the Exchange Information, any publicly available or filed
information or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. acknowledges that neither of the Joint Bookrunners, their
respective ultimate holding company nor any direct or indirect subsidiary
undertakings of such holding company, nor any of their respective affiliates,
agents, directors, officers, consultants or employees shall be liable to
Placees for any matter arising out of the Joint Bookrunners' role as placing
agent or otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law each Placee will immediately
waive any claim against any of such persons which you may have in respect
thereof;
10. acknowledges that the Placing Shares offered and sold in the
United States are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act and agrees that it will not reoffer, sell, pledge or
otherwise transfer the Placing Shares except: (i) in an offshore transaction
complying with Rule 903 or 904 of Regulation S under the Securities Act; (ii)
in the United States to QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144
under the Securities Act (if available); (iv) pursuant to another exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable securities laws
of the United States or any state or other jurisdiction of the United States;
or (v) pursuant to an effective registration statement under the Securities
Act and that, in each such case, such offer, sale, pledge or transfer will be
made in accordance with any applicable securities laws of any state or other
jurisdiction of the United States;
11. acknowledges that the Placing Shares are being offered and
sold by or on behalf of the Company (i) outside the United States, in
"offshore transactions" as defined in, and in accordance with, Regulation S
and (ii) inside the United States, only to persons reasonably believed to be
QIBs in transactions not involving a public offering within the meaning of
Section 4(a)(2) of the Securities Act or that are otherwise exempt from or not
subject to the registration requirements of the Securities Act. It and the
prospective beneficial owner of the Placing Shares are, and at the time the
Placing Shares are subscribed for will be, either: (i) outside the United
States and subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or (ii) a QIB which has
agreed to be bound to the terms of the US Investor Representation Letter in
the form provided to it by one of the Joint Bookrunners or its affiliates. In
addition, with respect to (ii) above, it further acknowledges: (a) it is
subscribing for the Placing Shares for its own account or for one or more
accounts as to each of which it exercises sole investment discretion and each
of which is a QIB; (b) it is subscribing for the Placing Shares for investment
purposes only and not with a view to any distribution or for resale in
connection with the distribution thereof, in whole or in part, in the United
States; and (c) it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
12. represents and warrants that it is not acquiring any of the
Placing Shares as a result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of "directed selling efforts" (as defined in
Regulation S);
13. unless otherwise specifically agreed in writing with the
Joint Bookrunners, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of Canada, Australia, New
Zealand, Japan or the Republic of South Africa;
14. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada, Australia, New
Zealand, Japan or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those jurisdictions;
15. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
16. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection
with money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on Payer) Regulations
2017 and any related rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof; and
(iii) it is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the US Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be required
for the purpose of, or as a consequence of, such purchase, and it will provide
promptly to each Joint Bookrunner such evidence, if any, as to the identity or
location or legal status of any person which the Joint Bookrunners may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Bookrunners on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to such
number, or to nil, as the Joint Bookrunners may decide in their sole
discretion;
17. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, or Article 5(1) of the UK Prospectus
Regulation represents and warrants that the Placing Shares purchased by it in
the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
a member state of the EEA as the case may be or the United Kingdom or to which
the EU Prospectus Regulation (in the case of a member state of the EEA) or
the UK Prospectus Regulation (in the case of the United Kingdom) otherwise
applies other than Qualified Investors in a member state in the EEA or
Relevant Persons in the United Kingdom, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or resale;
18. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA prior to First
Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus Regulation
(including any relevant implementing measure in any member state);
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United Kingdom
prior to First Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances
which have not resulted in and which will not result in an offer to the public
in the United Kingdom within the meaning of the UK Prospectus Regulation
(including any relevant implementing measure in the United Kingdom);
20. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;
21. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR and the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving,
the United Kingdom;
22. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, represents and
warrants that it is a Qualified Investor;
23. if in the United Kingdom, represents and warrants that it is
a Relevant Person or to whom this Announcement may otherwise be lawfully
communicated;
24. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
25. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by either of the Joint Bookrunners;
26. if it is acting as a "distributor" (for the purposes of the
UK Product Governance Requirements):
26.1 it acknowledges that the UK target market assessment undertaken
by the Joint Bookrunners does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS 9A and COBS 10A,
respectively; 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 and each distributor is responsible for undertaking its own
UK target market assessment in respect of the Placing Shares and determining
appropriate distribution channels;
26.2 notwithstanding any UK target market assessment undertaken by
the Joint Bookrunners, it confirms that, other than where it is providing an
execution-only service to investors, it has satisfied itself as to the
appropriate knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to distribute the
Placing Shares and that is has considered the compatibility of the risk/reward
profile of such Placing Shares with the end target market; and
26.3 it acknowledges 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;
27. if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements):
27.1 it acknowledges that the Target Market Assessment undertaken by
the Joint Bookrunners 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 and each
distributor is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate distribution
channels;
27.2 notwithstanding any Target Market Assessment undertaken by the
Joint Bookrunners, it confirms that, other than where it is providing an
execution-only service to investors, it has satisfied itself as to the
appropriate knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to distribute the
Placing Shares and that is has considered the compatibility of the risk/reward
profile of such Placing Shares with the end target market; and
27.3 it acknowledges 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;
28. it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook;
29. undertakes that it (and any person acting on its behalf)
will make payment to the Relevant Bookrunner for the Placing Shares allocated
to it in accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in their sole discretion
determine and without liability to such Placee and it will remain liable and
will indemnify the Joint Bookrunners on demand for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear the liability for any stamp duty or stamp duty reserve tax
or security transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
30. acknowledges that none of the Joint Bookrunners, any of
their respective affiliates, or any person acting on behalf of it or any of
them, is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of either Joint
Bookrunner and that neither Joint Bookrunner has any duties or
responsibilities to it for providing the protections afforded to their clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
31. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither of the Joint Bookrunners, nor the
Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to participate in
the Placing and it agrees to indemnify the Company and the Relevant Bookrunner
in respect of the same on the basis that the Placing Shares will be credited
to the CREST stock accounts of the Relevant Bookrunner who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
32. the exercise by any (or all) of the Joint Bookrunners of any
right or discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the relevant Bookrunner need not have
any reference to the Placee and shall have no liability to the Placee
whatsoever in connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the Joint
Bookrunners, the Company or any of their respective affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise;
33. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or either Joint Bookrunner in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
34. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
35. agrees that the Company, the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings which
are given to the Joint Bookrunners on their own behalf and on behalf of the
Company and are irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered
hereby;
36. agrees to indemnify on an after-tax basis and hold the
Company, the Joint Bookrunners and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
37. acknowledges that no action has been or will be taken by any
of the Company, the Joint Bookrunners or any person acting on behalf of the
Company or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction where any
such action for that purpose is required;
38. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
39. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or contract
note will continue notwithstanding any amendment that may in future be made to
the terms of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's
conduct of the Placing;
40. acknowledges that the Joint Bookrunners, or any of their
respective affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or sell for
their own account such shares and may offer or sell such shares other than in
connection with the Placing;
41. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and
42. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including this
Appendix.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to the Joint Bookrunners and the Company and are
irrevocable and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If
there are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which none of the Company or the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither Joint Bookrunner owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with either Joint Bookrunner
on behalf of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and regulations
of the FCA made under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Relevant Bookrunner's
money in accordance with the client money rules and will be used by the
Relevant Bookrunner in the course of its own business and the Placee will rank
only as a general creditor of the Relevant Bookrunner.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
APPENDIX IV
DEFINITIONS 1 (#_ftn1)
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Admissions" means the First Admission and Second Admission;
"AIM" means the market of that name operated by the London Stock Exchange;
"AIM Rules" means the provisions of the London Stock Exchange's AIM Rules for
Companies as amended from time to time governing, amongst other things,
admission to AIM and the continuing obligations of AIM companies;
"Announcement" means this announcement (including the appendices to this
announcement);
"Appendices" means the appendices to this announcement;
"Application Form" means the personalised application form which will
accompany the Circular on which Qualifying Non-CREST Shareholders may apply
for Open Offer Shares under the Open Offer;
"Articles" means the articles of association of the Company;
"August 2020 Convertible Loan Notes" means the unsecured convertible loan
notes issued in August 2020 with an outstanding aggregate principal amount of
£1,747,166 due in August 2025, issued by the Company pursuant to a deed dated
12 August 2020 and amended pursuant to a deed of amendment dated 27 October
2021;
"Board" or "Directors" means the Company's board of directors;
"Board Subscribers" means Dr Jean-Michel Cosséry (Non-Executive Chairman) and
Professor Lindy Durrant (Chief Executive Officer and Executive Director);
"Bookbuild" means the accelerated bookbuilding process to be carried out by
Stifel and WG Partners in seeking to procure Placees for the Placing Shares;
"Capital Raise" means the Placing, the Subscription and the Open Offer, taken
together;
"Circular" means the circular to be issued by the Company to Qualifying
Shareholders and (for information only) to Excluded Overseas Shareholders who
have notified an address in the United Kingdom for the service of documents in
accordance with the Articles including, amongst other things, details and
terms of the Open Offer and attaching, to Qualifying Non-CREST Shareholders,
the Application Form;
"COBS" means the FCA Handbook Conduct of Business Sourcebook;
"Company" or "Scancell" means Scancell Holdings plc, registered in England and
Wales with number 06564638, whose registered office is at Bellhouse Building,
Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom;
"Company's Annual Report and Accounts" means the reports and accounts produced
by the Company for the period ended 30 April 2023;
"Convertible Loan Notes" means the August 2020 Convertible Loan Notes and the
November 2020 Convertible Loan Notes;
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & International Limited is the Operator (as
defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time;
"Directors' Related Party Transaction" means the conditional subscription of
an aggregate of 727,274 Subscription Shares in the subscription by certain of
the Directors, being Dr Jean-Michel Cosséry (Non-Executive Chairman) and
Professor Lindy Durrant (Chief Executive Officer and Executive Director);
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"Excess Application Facility" means the arrangement pursuant to which
Qualifying Shareholders may apply for additional Open Offer Shares in excess
of their Open Offer Entitlement in accordance with the terms and conditions of
the Open Offer;
"Exchange Information" means certain business and financial information that
is required to be published by the Company in accordance with the AIM Rules;
"Excluded Overseas Shareholders" means Shareholders with registered addresses
in or who are resident in a Restricted Jurisdiction;
"Existing Ordinary Shares" means the Ordinary Shares in issue as at the date
of this Announcement;
"FCA" means the Financial Conduct Authority of the United Kingdom;
"First Admission" means the proposed admission of the Placing Shares and the
Subscription Shares to trading on AIM becoming effective in accordance with
the AIM Rules;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Group" means the Company and its subsidiaries and subsidiary undertakings
from time to time including, where the context requires, any one or more of
such companies;
"Issue Price" means the issue price of 11 pence per New Ordinary Share;
"Joint Bookrunners" means, together, Stifel and WG Partners;
"London Stock Exchange" means London Stock Exchange plc;
"MiFID II" means the EU Directive 2014/65/EU on markets in financial
instruments, as amended;
"MiFID II Product Governance Requirements" means the product governance
requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures;
"New Ordinary Shares" means, together, the Placing Shares, the Subscription
Shares and the Open Offer Shares;
"November 2020 Convertible Loan Notes" means the unsecured convertible loan
notes issued in November 2020 in denomination of £1 in principal amount due
in November 2025 with an aggregate value of £17,900,748 pursuant to a deed
dated 10 November 2020 and amended pursuant to a deed of amendment dated 27
October 2021;
"Open Offer" means the conditional invitation to Qualifying Shareholders to
apply to subscribe for Open Offer Shares at the Issue Price on the terms and
subject to the conditions to be set out in the Circular and, in the case of
Qualifying Non-CREST Shareholders only, the Application Form;
"Open Offer Entitlements" means entitlements of Qualifying Shareholders to
apply to subscribe for Open Offer Shares, allocated to Qualifying Shareholders
on the Record Date pursuant to the Open Offer;
"Open Offer Final Date" means such time or date as the Company and the Joint
Bookrunners may agree, not being later than 8.00 a.m. on 29 December 2023;
"Open Offer Shares" means such number of new Ordinary Shares as will be set
out in the Circular, to be offered to Qualifying Shareholders;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended);
"Ordinary Shares" means the ordinary shares of nominal value 0.1 pence each in
the capital of the Company;
"Placee" means a person who is invited to and who chooses to participate in
the Placing, by making (or on whose behalf there is made) an oral or written
offer to subscribe for Placing Shares;
"Placing" means the conditional placing of the Placing Shares at the Issue
Price with Placees in order to raise approximately £6 million pounds, on
behalf of the Company, pursuant to the Placing Agreement;
"Placing Agreement" means the placing agreement dated the date of this
Announcement between the Company and the Joint Bookrunners in respect of the
Capital Raise;
"Placing Final Date" means such time or date as the Company and the Joint
Bookrunners may agree, not being later than 8.00 a.m. on 12 December 2023;
"Placing Shares" means such number of new Ordinary Shares which will be
established by the Bookbuild and set out in the executed Term Sheet;
"QIB" means qualified institutional buyer as defined in Rule 144A under the
Securities Act;
"Qualified Investors" means persons in member states of the EEA who are
qualified investors within the meaning of Article 2(E) of the EU Prospectus
Regulation;
"Qualifying CREST Shareholders" means Qualifying Shareholders holding Ordinary
Shares in uncertificated form in CREST at the Record Date;
"Qualifying Non-CREST Shareholders" means Qualifying Shareholders holding
Ordinary Shares in certificated form at the Record Date;
"Qualifying Shareholders" means Qualifying Non-CREST Shareholders and
Qualifying CREST Shareholders (but excluding any Shareholders with registered
addresses in or who are resident in a Restricted Jurisdiction);
"Record Date" means close of business on 29 November 2023;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means regulatory information service that is
on the list of approved regulatory information services maintained by the FCA;
"Relevant Bookrunner" means, for the purposes of Appendix III, either of
Stifel Nicolaus Europe Limited or WG Partners LLP;
"Relevant Persons" means 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: (a) persons in member states of
the EEA who are qualified investors within the meaning of the EU Prospectus
Regulation; or (b) in the United Kingdom, qualified investors within the
meaning of the UK Prospectus Regulation and who are persons who: (i) have
professional experience in matters relating to investments falling within
article 19(5) of the Order; (ii) are persons falling within article 49(2)(a)
to (d) of the Order; or (iii) are persons to whom it may otherwise be lawfully
communicated;
"Restricted Jurisdiction" means each and any of the United States, Australia,
New Zealand, Canada, the Republic of South Africa, Japan or any other
jurisdiction where the extension or the availability of the Placing or the
Open Offer would breach any applicable law or regulation;
"Rule 144A" means Rule 144A under the Securities Act;
"Second Admission" means the proposed admission of the Open Offer Shares to
trading on AIM becoming effective in accordance with the AIM Rules;
"Securities Act" means the US Securities Act of 1933, as amended;
"Shareholders" means holders of Ordinary Shares;
"Stifel" means Stifel Nicolaus Europe Limited, a private limited company
incorporated and registered in England and Wales under company registration
number 03719559, the registered office of which is at 4th Floor, 150
Cheapside, London EC2V 6ET, United Kingdom;
"Subscription" means the subscription for the Subscription Shares by the Board
Subscribers pursuant to the Subscription Letters;
"Subscription Letters" means the subscription letters entered into between the
Company and each of the Board Subscribers on 30 November 2023 pursuant to
which the Board Subscribers have conditionally agreed to subscribe for the
Subscription Shares;
"Subscription Shares" means the 727,274 new Ordinary Shares subscribed for by
the Board Subscribers at the Issue Price pursuant to the Subscription Letters;
"Target Market Assessment" means the product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II;
"Term Sheet" means those terms of the Placing in the form set out in the
Placing Agreement to be executed by the Company and the Joint Bookrunners
following the close of the Bookbuild;
"UK MAR" means EU Market Abuse Regulation (Regulation 596/2014/EU) as it forms
part of domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended and supplemented from time to time);
"UK Product Governance Requirements" means the product governance requirements
contained within the FCA Handbook Product Intervention and Product Governance
Sourcebook;
"UK Prospectus Regulation" means the EU Prospectus Regulation, as amended by
The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which forms
part of domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended and supplemented from time to time).
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;
"UK target market assessment" means the product approval process, which has
determined that the Placing Shares are: (a) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (b) eligible for distribution
through all permitted distribution channels;
"US Investor Representation Letter" means the letter in the form provided by
one of the Joint Bookrunners or its affiliates for Placees in the United
States;
"US Placee" means Placees located in the United States;
"United States" or "US" means the United States of America, its territories
and possessions, any state of the United States and the District of Columbia;
"WG Partners" means WG Partners LLP, a limited liability partnership
registered in England and Wales under registration number OC369354, whose main
place of business is at 85 Gresham Street, London EC2V 7NQ, United Kingdom.
1 (#_ftnref1) Note to draft: Definitions to be kept under review.
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