REG - Shield Therapeutics - Successful completion of US$6.1m Equity Fundraise

Shield TherapeuticsAnnouncement

28/09/2023 13:00

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RNS Number : 0361O  Shield Therapeutics PLC  28 September 2023

28 September 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN SHIELD THERAPEUTICS
PLC IN ANY JURISDICTION.

Shield Therapeutics plc

("Shield", the "Group" or the "Company")

Successful completion of US$6.1m (£5.0m) Equity Fundraise

 

London, UK - 28 September 2023: Shield Therapeutics plc (LSE: STX), a
commercial stage pharmaceutical company, is pleased to announce the successful
completion of the subscription (the "Subscription") and placing (the
"Placing") which were announced earlier today.  The Subscription and Placing
have raised aggregate gross proceeds of c. US$6.1m (c. £5.0m).  A total of
62,393,060 new ordinary shares to be allotted pursuant to the Subscription and
the Placing are to be issued at an issue price of 8.0 pence per share (the
"Issue Price").  The Company also announced, earlier today, details of a
retail offer to raise up to an additional c. US$1.4m (c. £1.14m) (the "Retail
Offer", and together with the Placing and the Subscription, the "Equity
Fundraising").

Pursuant to the Placing a total of 41,380,508 new ordinary shares in the
Company at the Issue Price (the "Placing Shares") have been conditionally
placed by Peel Hunt LLP ("Peel Hunt") and Cavendish Capital Markets Ltd
("Cavendish") with new and existing investors at the Issue Price.

Pursuant to the Subscription, AOP Health International Management AG ("AOP"),
a major shareholder in the Company, has conditionally subscribed for a total
of 21,012,552 new ordinary shares in the Company at the Issue Price (the
"Subscription Shares" and, together with the Placing Shares, and the Retail
Offer Shares, the "New Shares"). The Placing Shares and the Subscription
Shares represent 8.0 per cent. of the existing issued ordinary share capital
of the Company. The Issue Price represents a discount of 17.9 per cent. to the
closing price of 9.75 pence on 27 September 2023.  Up to a further 14,260,720
new ordinary shares in the Company may be issued pursuant to the Retail Offer
(the "Retail Offer Shares").  No part of the Equity Fundraising is
underwritten.

Additionally, pursuant to the exercise of all of its outstanding warrants with
an exercise price of 6.75p per warrant, AOP has subscribed for a further
5,147,754 new ordinary shares (the "AOP Warrant Shares") for an aggregate
exercise price of £347,473.40 conditional on the admission of (i) the New
Shares, and (ii) such number of Retail Offer Shares to be issued pursuant to
the REX Retail Offer, to trading on AIM becoming effective by means of the
issue by London Stock Exchange plc (the "London Stock Exchange") of a dealing
notice under Rule 6 of the AIM Rules.

The New Shares and the AOP Warrant Shares will, when issued, be fully paid and
will be issued subject to the Company's articles of association and will rank
pari passu in all respects with the existing issued ordinary shares in the
capital of the Company, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such shares by
reference to a record date falling after their issue.

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 ("Admission"). It is
expected that Admission will occur at 08.00 a.m. on or around 4 October 2023
(or such later date as the Company, Peel Hunt and Cavendish may agree, being
no later than 8.00 a.m. on 13 October 2023).

The Retail Offer through the REX platform is expected to remain open
until 10:00 a.m. on 3 October 2023. A further announcement will be made in
relation to the result of the Retail Offer.

 

For further information, please contact:

Shield Therapeutics
plc
           +44 (0) 191 511 8500

Greg Madison (CEO)

Hans-Peter Rudolf (CFO)

Peel Hunt LLP - Nominated Adviser, Joint Broker and Bookrunner
           +44 (0) 20 7148 8900

James Steel / Patrick Birkholm (Investment Banking)

Sohail Akbar / Jock Maxwell Macdonald (ECM)

Cavendish Capital Markets Ltd - Joint Broker and
Bookrunner                       +44 (0) 20 7148 8900

Geoff Nash / George Dollemore (Corporate Finance)

Nigel Birks / Harriet Ward  (ECM)

Wallbrook PR - Public
Relations
+44 (0) 20 7933 8780

 
                                                                                                   or
Shield@walbrookpr.com

Paul McManus / Lianne Applegarth / Alice Woodings

 

About Accrufer®/Feraccru®

 

Accrufer®/Feraccru® (ferric maltol) is a novel, stable, non-salt based oral
therapy for adults with iron deficiency, with or without anemia.
Accrufer®/Feraccru® has a novel mechanism of action compared to other oral
iron therapies and has been shown to be an efficacious and well-tolerated
therapy in a range of clinical trials. More information about
Accrufer®/Feraccru®, including the product label, can be found at:
www.accrufer.com and www.feraccru.com

 

About Shield Therapeutics plc

 

Shield is a commercial stage specialty pharmaceutical company with a focus on
addressing iron deficiency with its lead product Accrufer®/Feraccru® (ferric
maltol). The Group has launched Accrufer® in the US and Feraccru® is
commercialized in the UK and European Union by Norgine B.V., who also have the
marketing rights in Australia and New Zealand.  Shield also has an exclusive
license agreement with Beijing Aosaikang Pharmaceutical Co., Ltd., for the
development and commercialization of Accrufer®/Feraccru® in China, Hong
Kong, Macau and Taiwan, with Korea Pharma Co., Ltd. in the Republic of Korea,
and with KYE Pharmaceuticals Inc. in Canada.

 

Accrufer®/Feraccru® has patent coverage until the mid-2030s.

 

Accrufer®/Feraccru® are registered trademarks of the Shield Group

 

IMPORTANT NOTICES AND DISCLAIMER

 

This announcement including its appendices (together, this "Announcement") and
the information contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which publication, release or distribution
would be unlawful. This Announcement is for information purposes only and does
not constitute an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for shares in the capital of the Company in the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction where to do so would be unlawful. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. This Announcement has not been approved by the
London Stock Exchange or by any other securities exchange.

 

The New Shares, have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares are being offered
and sold by the Company outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S under the Securities Act.

 

This announcement is being directed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.

 

This announcement is for information purposes only and is directed only at
persons who are: (1) in Member States of the European Economic Area, qualified
investors as defined in article 2(e) of the Prospectus Regulation (EU)
2017/1129 (the "EU Prospectus Regulation"); (2) in the United Kingdom,
qualified investors as defined in article 2(e) of Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended ("EUWA") (the "UK Prospectus Regulation"),
who (A) fall within article 19(5) ("investment professionals") of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (B) fall within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order; or (3) 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. Persons distributing this announcement
must satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement and the terms and conditions
set out herein relates is available only to relevant persons and will be
engaged in only with relevant persons.

 

The New Shares have not been approved, disapproved or recommended by the US
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
New Shares. Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, Australia, Canada, Japan or
the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.

 

No public offering of securities is being made in the United Kingdom, the
United States or any other jurisdiction. Offers of the New Shares will either
be made pursuant to an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation (as such terms are defined above) from the requirement
to produce a prospectus or otherwise in circumstances not resulting in an
offer of transferable securities to the public under section 102B of FSMA.

 

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 the directors or the Company, or by any of its or their respective
partners, employees, advisers, 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.

 

Peel Hunt, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as nominated adviser and joint
bookrunner to the Company and no one else in connection with the Placing and
is not acting for and will not be responsible to any person other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Placing. Peel Hunt's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person in respect of his decision to acquire
shares in the Company in reliance on any part of this Announcement.

 

Cavendish, which is authorised and regulated by the FCA for the conduct of
regulated activities in the United Kingdom, is acting as joint bookrunner to
the Company and no one else in connection with the Placing and is not acting
for and will not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing.

 

Except as required under applicable law, neither Peel Hunt, Cavendish nor any
of their directors, officers, partners, members, employees, advisers,
affiliates or agents assume or accept any responsibility whatsoever for the
contents of the information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of Peel Hunt, Cavendish
or any of their affiliates in connection with the Company, the New Shares or
the Placing.  Peel Hunt, Cavendish and each of their directors, officers,
partners, members, employees, advisers, affiliates and agents accordingly
disclaim all and any responsibility and liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Peel Hunt,
Cavendish or any of their directors, officers, partners, employees, advisers,
affiliates or agents as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.

 

The distribution of this Announcement and/or the Equity Fundraising in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Peel Hunt, Cavendish or any of their respective affiliates that
would, or which is intended to, permit an offering of the New Shares in any
jurisdiction or result in the possession or distribution of this Announcement
or any other offering or publicity material relating to New Shares in any
jurisdiction where action for that purpose is required.

 

This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Equity Fundraising. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance.   The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

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, as it forms part of UK domestic law by virtue of the EUWA ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, as amended, as it forms part of UK domestic law by
virtue of the EUWA; 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 Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of: (a) retail investors; (b) investors
who meet the criteria of professional clients; and (c) 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 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. The 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 Target Market Assessment, Peel Hunt and
Cavendish will only procure 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
Placing Shares.

 

Forward Looking Statements

 

This Announcement contains "forward-looking statements" which include all
statements (other than statements of historical facts) including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, and any statements
preceded by, followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would", "could"
or similar expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules for
Companies.

 

 

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