REG - Scancell Hlds - Result of the Open Offer

Scancell HoldingsAnnouncement

19/12/2023 07:00

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RNS Number : 2210X  Scancell Holdings Plc  19 December 2023

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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 FOR THE PURPOSES OF 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.

 

 

19 December 2023

 

Scancell Holdings plc

("Scancell" or the "Company")

 

Result of the Open Offer

 

PDMR Notification

 

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for
the treatment of cancer and infectious disease, today announces the results of
the open offer to shareholders (the "Open Offer"), the commencement of which
was announced by the Company on 30 November 2023 (the "Launch Announcement").
 

 

The Open Offer closed for acceptances at 11.00 a.m. on 18 December 2023. The
Company is pleased to announce that it has received valid applications under
the Open Offer (including under the Excess Application Facility) in respect of
11,136,877 Open Offer Shares (the "New Open Offer Shares") at 11 pence per New
Open Offer Share from Qualifying Shareholders raising gross proceeds from the
Open Offer of £1.2 million.

 

The Open Offer is conditional upon Second Admission occurring. Application has
been made to the London Stock Exchange for the New Open Offer Shares to be
admitted to trading on AIM. It is expected that Second Admission will become
effective and dealings will commence in the New Open Offer Shares at 8.00 a.m.
on 20 December 2023.

 

This announcement should be read in conjunction with the full text of the
circular published on 4 December 2023 (the "Circular"). The Circular is also
available on the Company's website at www.Scancell.co.uk
(http://www.Scancell.co.uk) .

 

Total Voting Rights

 

Following Second Admission, the Company's enlarged issued ordinary share
capital will be 927,819,977. 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 in their
interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

Confirmation of Gross Proceeds Raised

 

The Company has raised gross proceeds of approximately £11.9 million in
aggregate (before expenses) through the Capital Raise (as first announced by
the Company in the Launch Announcement). This is comprised of (i) gross
proceeds of approximately £10.7 million in aggregate through the Placing and
the Subscription with significant participation from both existing and new
healthcare specialist investors and (ii) gross proceeds of approximately £1.2
million through the Open Offer reflecting renewed support from existing
shareholders.

Capitalised terms used in this announcement have the meaning as defined in the
Launch Announcement unless otherwise stated.

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,     +44 (0) 20 7710 7600
 Nominated Adviser and Joint Broker)

 Nicholas Moore/Samira Essebiyea/William Palmer-Brown (Healthcare Investment
 Banking)

 Nick Harland/Nick Adams (Corporate Broking)
 WG Partners 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                                                                  +44 (0) 20 3709 5700

 Mary-Jane Elliot/Matthew Neal/ Chris Welsh                                    Scancell@consilium-comms.com

 

About Scancell

 

Scancell is a clinical stage biopharmaceutical company that is leveraging its
proprietary research, built up over many years of studying the human adaptive
immune system, to generate novel medicines to treat significant unmet needs in
cancer and infectious disease. The Company is building a pipeline of
innovative products by utilising its four technology platforms: Moditope® and
ImmunoBody® for vaccines and GlyMab® and AvidiMab® for antibodies.

 

Adaptive immune responses include antibodies and T cells (CD4 and CD8), both
of which can recognise damaged or infected cells. In order to destroy such
cancerous or infected cells, Scancell uses either vaccines to induce immune
responses or monoclonal antibodies (mAbs) to redirect immune cells or drugs.
The Company's unique approach is that its innovative products target
modifications of proteins and lipids. For the vaccines (Moditope® and
ImmunoBody®) this includes citrullination and homocitrullination of proteins,
whereas its mAb portfolio targets glycans or sugars that are added onto
proteins and / or lipids (GlyMab®) or enhances the potency of antibodies and
their ability to directly kill tumour cells (AvidiMab®).

 

For further details, please see the Company's website: www.Scancell.co.uk
(http://www.Scancell.co.uk)

 

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 Open Offer 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 has been 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 Open Offer 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 Open Offer Shares in reliance on any part of this
announcement.

 

No public offering of New Open Offer Shares has been made in the United
Kingdom, any Restricted Jurisdiction or elsewhere. The distribution of this
announcement and the offering of the New Open Offer Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Stifel or WG Partners that would have permitted an offering of such
New Open Offer Shares or possession or distribution of this announcement or
any other offering or publicity material relating to such New Open Offer
Shares in any jurisdiction where action for that purpose is required.

 

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.

 

It is expected that the New Open Offer Shares in the Company to be issued
pursuant to the Open Offer 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. No offering
document, prospectus, prospectus equivalent document or AIM admission document
was required in connection with the Open Offer and no such document has been
or was prepared or submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Open Offer.

 

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.

 

As a result of Dr Sally Adams' participation in the Open Offer, the following
notification is included below as required under UK MAR.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING

MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

  1   Details of the person discharging managerial responsibilities/person closely
      associated
 a)   Name                                                         Dr Sally Adams
 2    Reason for the notification
 a)   Position/status                                              Chief Development Officer and PDMR
 b)   Initial notification/Amendment                               Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Scancell Holdings plc
 b)   LEI                                                          2138008RXEG856SNP666
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of 0.1 pence each in the capital of the Company
 b)   Identification Code                                          GB00B63D3314
 c)   Nature of the transaction                                    Participation in the open offer of ordinary shares of 0.1 pence each in the
                                                                   capital of the Company

 d)   Price(s) and volume(s)                                       9,091 ordinary shares at £0.11 per share
 e)   Aggregated information

      - Aggregated volume                                          N/A (single transaction)

      - Price
 f)   Date of the transaction                                      19 December 2023
 g)   Place of the transaction                                     Outside a trading venue

 

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