REG - Scancell Hlds - Results of Placing

Scancell HoldingsAnnouncement

01/12/2023 07:00

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RNS Number : 3656V  Scancell Holdings Plc  01 December 2023

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INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
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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.

1 December 2023

Scancell Holdings plc

("Scancell" or the "Company")

Results of Placing

Oversubscribed Placing upsized to £10.6 million with significant
participation from both existing and new healthcare specialist investors

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for
the treatment of cancer and infectious disease, is pleased to announce the
completion of a significantly oversubscribed placing as announced by the
Company yesterday on 30 November 2023 (the "Launch Announcement").

A total of 96,292,367 Placing Shares have been placed by Stifel Nicolaus
Europe Limited ("Stifel") and WG Partners LLP ("WG Partners") at the Issue
Price of 11 pence per Ordinary Share. Concurrently with Placing, the Board
Subscribers have subscribed for 727,272 Subscription Shares pursuant to the
Subscription at the Issue Price.

Together, the Placing Shares and the Subscription Shares in aggregate comprise
97,019,639 new Ordinary Shares, raising total gross proceeds of approximately
£10.7 million. The Issue Price represents a discount of approximately 10.2
per cent. to the middle market closing price of an Ordinary Share on 29
November 2023. The Placing Shares and the Subscription Shares together
represent approximately 11.8 per cent. of the Existing Ordinary Shares.

Open Offer

The Company is also proposing to raise up to £2.0 million pursuant to the
Open Offer. Subject to the completion of the Capital Raise, and assuming full
take-up under the Open Offer, the Company will receive gross proceeds of
approximately £12.7 million.

Professor Lindy Durrant, Chief Executive Officer, commented:

"This oversubscribed and upsized placing, led by new institutional and life
science specialist investors, and our existing investors, Redmile Group and
Vulpes Investment Management, further strengthens Scancell's financial
position and ability to increase shareholder value, and we thank them for
their support.

 

The funds raised today will further drive the Company's progress with its lead
programmes, including SCIB1, which recently demonstrated an unprecedented
objective response rate of 85% in patients with unresectable melanoma in
initial data from the SCOPE study, and Modi-1 through its next clinical steps.
Scancell is now positioned to realise the value of its near-term data
inflection points, including the SCOPE study read out in H1 2024, as well as
potential licensing opportunities across its diversified pipeline of cancer
vaccines and therapeutic antibody technologies."

 

 

Related Party Transactions

 

Certain funds managed by Redmile Group LLC ("Redmile"), a substantial
Shareholder (as defined by the AIM Rules), has subscribed for 28,242,552
Placing Shares at the Issue Price (the "Redmile Related Party Transaction").
Vulpes Life Sciences Fund ("Vulpes"), a substantial Shareholder (as defined by
the AIM Rules), has subscribed for 2,181,818 Placing Shares at the Issue Price
(the "Vulpes Related Party Transaction").

In addition, certain of the Directors, being Dr Jean-Michel Cosséry
(Non-Executive Chairman) and Professor Lindy Durrant (Chief Executive Officer
and Executive Director) have conditionally agreed to subscribe for an
aggregate of 727,272 Subscription Shares in the Subscription (the "Directors'
Related Party Transaction" and, together with the Redmile Related Party
Transaction and the Vulpes Related Party Transaction, the "Related Party
Transactions").

The number of Placing Shares subscribed for by Redmile and Vulpes pursuant to
the Placing and the number of Subscription Shares subscribed for by the Board
Subscribers pursuant to the Subscription, and their resulting shareholding on
Second Admission, are set out below:

 

 

                          At the date of this announcement
 Name                     Number of Existing Ordinary Shares  Percentage of Existing Ordinary Shares  Number of New Ordinary Shares subscribed for  Number of Ordinary Shares held post Second Admission*  Percentage of Enlarged Issued Share Capital*
 Redmile**                240,374,384                         29.33%                                  28,242,552                                    268,616,936                                            28.73%
 Vulpes                   117,729,029                         14.36%                                  2,181,818                                     119,910,847                                            12.83%
 Dr Jean-Michel Cosséry   Nil                                 Nil                                     454,545                                       454,545                                                0.05%
 Professor Lindy Durant   1,796,432                           0.22%                                   272,727                                       2,069,159                                              0.22%

 

 

* These numbers and percentages are calculated assuming that the Placing and
the Subscription complete and the Open Offer Shares are fully taken up by
Qualifying Shareholders other than the Directors and that none of the
outstanding share options are exercised or Convertible Loan Notes are
converted. It also assumes that none of the Directors take up their personal
entitlements in the Open Offer.

 

** excluding any potential conversion of the Convertible Loan Notes

 

The participation by Redmile, Vulpes and certain of the Directors in the
Capital Raise will constitute related party transactions for the purposes of
the AIM Rules. Dr Sally Adams, Susan Clement Davies and Dr Ursula Ney, being
the independent Directors for the purpose of the Capital Raise, having
consulted with the Company's nominated adviser, Stifel, considers that the
terms of the Related Party Transactions are fair and reasonable insofar as
Shareholders are concerned.

 

Admission, Total Voting Rights and Circular

 

An application has been made to London Stock Exchange plc for the Placing
Shares and the Subscription Shares to be admitted to trading on AIM. It is
expected that settlement of the Placing Shares and the Subscription Shares and
First Admission will become effective and dealings in the Placing Shares and
the Subscription Shares will commence at 8.00 a.m. on 5 December 2023. The
Placing and the Subscription are conditional upon, among other things, First
Admission becoming effective.

The Placing Shares and the Subscription Shares, when issued, will be credited
as fully paid and will rank pari passu in all respects with the Company's
then existing Ordinary Shares, including the right to receive all dividends
and other distributions declared, made or paid on or in respect of such shares
after the date of issue.

Following First Admission, the Company's enlarged issued ordinary share
capital will be 916,683,100. 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.

A Circular, including further details of the Open Offer, is expected to be
dispatched 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 on 4 December 2023,
and will also be available on the Company's website at the same time at
www.Scancell.co.uk.

Stifel is acting as Sole Financial Adviser, Joint Bookrunner and Nominated
Adviser in relation to the Placing and WG Partners is acting as Joint
Bookrunner in relation to the Placing.

 

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

 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                                                                                         Tel.: +44 (0) 20 3709 5700

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

Notes for Editors

 

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 information about Scancell, please visit:
https://www.Scancell.co.uk/ (https://www.scancell.co.uk/)

 

For further details, please see the Company's website: 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 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.

 

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.

 

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