REG - Shield Therapeutics - Result of REX Retail Offer

Shield TherapeuticsAnnouncement

03/10/2023 15:00

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RNS Number : 5652O  Shield Therapeutics PLC  03 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA ("EEA"), OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM,
TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE REX RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF SHIELD
THERAPEUTICS PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF SHIELD THERAPEUTICS PLC

 

 

3 October 2023

 

Shield Therapeutics plc

 

("Shield" or the "Company")

 

Result of REX Retail Offer

 

On 28 September 2023, Shield announced that it had conditionally raised c.
US$6.1m (c. £5.0m) pursuant to a Subscription and Placing (the "Financing
Announcement") and launched the REX Retail Offer on the REX Platform to the
Company's existing retail shareholders. The REX Retail Offer closed at 10.00
a.m. on Tuesday, 3 October 2023 and has conditionally raised gross proceeds of
£118,336.88 at the Issue Price. As a result, the Company has conditionally
raised a total of approximately $6.2m (c. £5.1m) pursuant to the Placing, the
Subscription and the REX Retail Offer (together, the "Fundraise").

 

The REX Retail Offer will result in the issue of a total of 1,479,211 REX
Retail Offer Shares. In total, 63,872,271 New Shares will be issued pursuant
to the Fundraise.  In addition, a further 5,147,754 new ordinary shares (the
"AOP Warrant Shares") will be issued pursuant to the exercise of all AOP's
outstanding warrants with an exercise price of 6.75p per AOP Warrant, which
will raise a further £347,473.40 for the Company.

 

The REX Retail Offer, the Placing, the Subscription and the exercise of the
AOP Warrants remain subject to Admission.  Application has  been made to the
London Stock Exchange for the New Shares and the AOP Warrant Shares to be
admitted to trading on AIM, it is expected that Admission will become
effective and dealings in the New Shares and the AOP Warrant Shares will
commence on AIM at 8.00 a.m. on 4 October 2023.

 

The Company confirms that, in accordance with the requirements of the FCA's
Disclosure and Transparency Rule 5.6.1, following Admission the Company's
issued share capital consists of 782,056,367 ordinary shares of 1.5p each in
issue, each with equal voting rights. No shares are held in treasury.

 

The above figure may also be used by shareholders as the denominator in the
calculations by which they will determine whether they are required to notify
their interest, or a change to their interest, in the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Unless otherwise defined, terms used in this announcement shall have the same
meaning as those used in the Financing Announcement.

 

For Further Information

 

 Shield Therapeutics plc                T: +44 (0) 191 511 8500

 Greg Madison, (CEO)

 Hans-Peter Rudolf, (CFO)

 REX Retail

 Info@rexretail.com

 Peel Hunt LLP                          T: +44 (0) 20 7418 8900

 James Steel (NOMAD and Joint Broker)

 

 

 

Further information on the Company can be found on its website at
www.shieldtherapeutics.com

 

The Company's LEI is 213800G74QWY15FC3W71

 

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

 

Important Notices

 

The content of this announcement 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 REX 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 REX Retail Offer Shares is being made in the United States.
The REX 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. In addition, the Company has not
been, and will not be, registered under the US Investment Company Act of 1940,
as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for REX 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.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

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.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") 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 REX
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 REX 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 Peel Hunt 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, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Peel Hunt 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 this  announcement or its contents or otherwise arising in
connection therewith. Peel Hunt 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 REX Retail Offer Shares to be issued or sold pursuant to the REX Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

 

 

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