REG - Scancell Hlds - Result of Retail Offer and Total Voting Rights

Scancell HoldingsAnnouncement

09/12/2024 11:45

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RNS Number : 3529P  Scancell Holdings Plc  09 December 2024

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS
OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER
IN ANY JURISDICTION.

 

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

 

9 December 2024

 

Scancell Holdings plc

 

("Scancell" or the "Company")

 

Result of Significantly Oversubscribed Retail Offer and Total Voting Rights

 

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for
the treatment of cancer, is pleased to confirm, further to the announcements
made on 4 December 2024, the result of its significantly oversubscribed Retail
Offer and Capital Raise at the Issue Price of 10.5 pence per share. The
Company announces that it has, conditional on Admission, raised aggregate
gross proceeds of approximately £1 million pursuant to the Retail Offer. This
is in addition to the previously announced oversubscribed Placing and
Subscription which had significant participation from both existing and new
healthcare specialist investors. Accordingly, the Company will issue a total
of 9,523,809 new Ordinary Shares at the Issue Price pursuant to the Retail
Offer.

 

In total, the Placing, Subscription and the Retail Offer have raised gross
proceeds of approximately £11.3 million in aggregate for the Company.

 

Admission and Total Voting Rights

Application has been made for the Placing Shares, the Subscription Shares and
the Retail Offer Shares to be admitted to trading on AIM ("Admission").
Admission is expected to become effective on or around 10 December 2024.

 

Upon Admission, the Company's issued ordinary share capital will consist of
1,036,781,403 Ordinary Shares. The Company does not hold any Ordinary Shares
in treasury. Therefore, from Admission the total number of Ordinary Shares and
voting rights in the Company will be 1,036,781,403. With effect from
Admission, this figure may be used by Shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

The new Ordinary Shares to be issued pursuant to the Retail Offer will be
issued free of all liens, charges and encumbrances and will, on Admission,
rank pari passu in all respects with the new Ordinary Shares to be issued
pursuant to the Placing, the Subscription and the Company's existing Ordinary
Shares.

 

For the purposes of UK MAR, the person responsible for arranging for the
release of this announcement on behalf of the Company is Sath Nirmalanathan,
Chief Financial Officer.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released at 5:59 pm on 4 December 2024.

 

 Scancell Holdings plc                                                           +44 (0) 20 3709 5700
 Phil L'Huillier, CEO

 Professor Lindy Durrant, CSO

 Dr Jean-Michel Cosséry, Non-Executive Chairman

 Panmure Liberum Limited (Joint Bookrunner, Joint Broker and Nominated Advisor)  +44 (0) 20 7886 2500
 Emma Earl, Will Goode, Mark Rogers (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 WG Partners LLP (Joint Bookrunner and Joint Broker)                             +44 (0) 20 3705 9330

 David Wilson, Claes Spang, Satheesh Nadarajah, Erland Sternby

 ICR Healthcare                                                                  +44 (0) 20 3709 5700

 Mary-Jane Elliott, Angela Gray, Lindsey Neville                                 scancell@icrhealthcare.com

 Winterflood Retail Access Platform                                              WRAP@winterflood.com
 Joe Winkley, Sophia Bechev                                                      0203 100 0286

 

 

Further information on the Company can be found on its website at
www.scancell.co.uk.

 

The Company's LEI is 2138008RXEG856SNP666.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S).

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, London Stock Exchange plc or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than London Stock
Exchange plc.

 

It is further noted that the Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

Panmure Liberum Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser, joint bookrunner and joint
broker to the Company in connection with the Placing. Panmure Liberum Limited
has not authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Panmure Liberum Limited for the accuracy
of any information or opinions contained in this announcement or for the
omission of any material information. The responsibilities of Panmure Liberum
Limited as the Company's Nominated Adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director or shareholder
of the Company or any other person, in respect of its decision to acquire
shares in the capital of the Company in reliance on any part of this
announcement, or otherwise.

 

WG Partners LLP, which is authorised and regulated by the FCA in the United
Kingdom, is acting as joint bookrunner and joint broker to the Company in
connection with the Placing. WG Partners LLP has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by WG Partners LLP for the accuracy of any information or opinions contained
in this announcement or for the omission of any material information. 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
WG Partners LLP or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.

 

 

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