REG - ValiRx PLC - Conditional Fundraising & Launch of Broker Offer
09/12/2024 07:00
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RNS Number : 2545P ValiRx PLC 09 December 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THE "ANNOUNCEMENT") 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, CANADA,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OR OTHERWISE
ACQUIRE, ANY SECURITIES OF THE COMPANY.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN
THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH
INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
ValiRx plc
("ValiRx" or the "Company")
Conditional Fundraising, Conditional Director/PDMR Subscription & Launch
of Broker Offer
London, UK - ValiRx Plc (AIM: VAL), a life science company focusing on
early-stage cancer therapeutics and women's health, announces that it has
conditionally raised up to £1,573,000 through a Fundraising, comprising: (i)
a conditional Placing to raise £1,183,000 (before expenses), (ii) a
conditional Broker Offer to be made to certain existing shareholders in the
Company to raise up to £250,000 before expenses, (iii) a conditional
Subscription by Directors and persons closely associated with them to raise
£140,000, and (iv) conditional issue of Fundraise Warrants to all subscribers
of New Ordinary Shares through, in aggregate, the allotment and issue of up to
241,999,999 New Ordinary Shares (assuming the Broker Offer is taken up in
full) at the issue price of 0.65 pence per New Ordinary Share .
The Fundraising is conditional on and subject to the passing of the
resolutions ("Resolutions") at a general meeting of shareholders to be held at
the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT
at 11 a.m. on 30 December 2024 (the "General Meeting"). A further announcement
will be made when the circular convening the general meeting has been posted
to shareholders.
Capitalised terms in this announcement have the meaning ascribed to them at
the end of this announcement.
Fundraising highlights:
Conditional Fundraising to raise, in aggregate, up to £1,573,000 (before
expenses) comprising:
o conditional Placing and Subscription to raise gross proceeds of
£1,323,000;
o conditional Broker Offer through Shard to raise up to an additional
£250,000, providing certain existing Shareholders who did not participate in
the Placing an opportunity to participate in the Fundraising; and
o conditional grant of Fundraise Warrants for all subscribers of New
Ordinary Shares in the Fundraising on a 1 for 1 basis (i.e. one warrant for
every New Ordinary Share).
Placing
The Group has conditionally raised £1,183,000 (before expenses) through the
Placing. The Placing Shares have been conditionally placed with new and
existing investors. The Placing Shares are not being underwritten. The Placing
Shares were not, and are not being, offered to the public and are not being
offered or sold in any jurisdiction where it would be unlawful to do so.
Director/PDMR Subscription
In addition to the Placing, certain Directors of the Company and persons
closely associated with them have conditionally subscribed directly with the
Company for, in aggregate, 21,538,461 Subscription Shares at the Issue Price.
The aggregate participation by all such persons pursuant to the Subscription
is £140,000.
Name Number of existing Ordinary Shares Percentage of existing issued share capital Number of Subscription Shares Number of Ordinary Shares on Admission Percentage of enlarged share capital on Admission(2)
Mark Eccleston 1,976,957 1.49% 17,692,307(1) 19,669,264 5.25%
Adrian de Courcey 871,036 0.66% 1,538,461 2,409,497 0.64%
Cathy Tralau-Stewart 66,666 0.05% 769,231 835,897 0.22%
Gerry Desler 195,334 0.15% 769,231 964,565 0.26%
Martin Gouldstone 0 0.00% 769,231 769,231 0.21%
Total 3,109,993 2.35% 21,538,461 24,648,454 6.58%
(1)of which, 9,846,145 New Ordinary Shares have been subscribed for by Mark
Eccleston directly, 5,538,470 New Ordinary Shares have been subscribed for by
OncoLytika Ltd (a company in which Mr. Eccleston is interested) and 2,307,692
New Ordinary Shares have been subscribed for by Mark Eccleston's partner. In
addition, Mr Eccleston is intending to subscribe for a further 3,076,923 New
Ordinary Shares as part of the Broker Offer, further details will be announced
once the Broker Offer is closed
(2) Assuming the Broker Offer Shares are subscribed for in full
The participation of the Company's directors in the Fundraising is a "related
party transaction" for the purposes of Rule 13 of the AIM Rules. As all of the
Company's directors are participating in the Fundraising there are no
directors independent of the Fundraising, as a consequence they are unable to
consult with the Company's nominated adviser (Cairn Financial Advisers LLP) in
relation to the Fundraising being fair and reasonable insofar as shareholders
are concerned as is required pursuant to AIM Rule 13. Consequently, Cairn
Financial Advisers LLP confirms that it believes the terms of the Fundraising
are fair and reasonable insofar as shareholders are concerned.
Broker Offer
In addition to the Placing and the Subscription, the Company is undertaking a
separate conditional Broker Offer to existing Shareholders to raise up to
£250,000 (before expenses) at the Issue Price of 0.65 pence per Broker Offer
Share. The Broker Offer aims to provide certain existing Shareholders in the
Company an opportunity to participate in the Fundraising at the same price as
subscribers for Placing Shares and Subscription Shares. For the avoidance of
doubt, the Broker Offer is not part of the Placing or Subscription.
Mark Eccleston, CEO of the Company has informed the Company that, in addition
to his participation in the Subscription detailed above, he intends to
subscribe for a further 3,076,923 Broker Offer Shares under the Broker Offer,
further details will be announced once the Broker Offer is closed.
The Broker Offer is expected to close at 4.30 p.m. on 10 December 2024. As
far as is practical, participation in the Broker Offer will be prioritised for
shareholders (direct or indirect) on the register at the close of business on
6 December 2024. If the Broker Offer is fully taken up, it will raise an
additional £250,000 for the Company. A further announcement will be made with
the results of the Broker Offer once the Broker Offer has been declared
closed. If the Broker Offer is not fully subscribed by 4.30 p.m. on 10
December 2024, orders from eligible investors will be satisfied in full, and
the balance of the Broker Offer shall lapse.
Further details regarding participation, the eligibility criteria, the order
of priority, and details regarding settlement, are set out in more detail
below.
The Broker Offer has been granted to facilitate the participation by existing
shareholders of the Company. For regulatory reasons, the Broker Offer is open
only to existing Shareholders of the Company who have accounts at Shard or a
regulated broker within the United Kingdom.
Existing Shareholders who wish to register their interest in participating in
the Broker Offer should contact: capitalmarketsinsiderlist@shardcapital.com
It is intended that the Placing, the Broker Offer, and the Subscription will
result in the Company raising total gross proceeds of up to £1,573,000,
subject to take up under the Broker Offer.
Fundraise Warrants
In connection with the Fundraising, the Company is offering, to all
subscribers of New Ordinary Shares, warrants to subscribe for one (1) new
Ordinary Share for every one (1) New Ordinary Share subscribed for. The
Fundraise Warrants will be exercisable at a price of 1.3 pence per share, a
premium of approximately 100 per cent. to the Issue Price. The Fundraise
Warrants are exercisable at any time until the third anniversary of Admission.
The Fundraise Warrants will not be tradeable, nor transferable or
CREST-enabled. The Fundraise Warrants will only be issued to subscribers of
New Ordinary Shares on Admission, conditional on the passing of the
Resolutions at the General Meeting. Holders of Fundraise Warrants will receive
a warrant certificate following Admission and the register of Fundraise
Warrants will be maintained by Neville Registrars Limited.
Use of Proceeds
The net proceeds from the Fundraising are intended to be used by the Group for
the following:
· R&D: Formulation and preclinical testing for CytoLytix
· R&D: Combination therapy testing in CytoLytix
· R&D: Expansion of CytoLytix cancer types
· R&D: New Evaluation Projects (up to 2 projects)
· R&D: Next in-licence (selected from current evaluation
projects)
· Operating costs (balance from R&D tax credits, revenue, and
grants)
Admission and the issue of the Placing Shares, the Broker Offer Shares, and
the Subscription Shares are conditional, inter alia, upon Shareholders
approving the Resolutions at the General Meeting and, if approved, a further
announcement in relation to the admission date of the Placing Shares, the
Broker Offer Shares, and the Subscription Shares will be made in due course
following completion of the General Meeting.
Shareholders should note that in the event that the Resolutions are not
passed, Admission will not occur and the Company would not receive the funds
from the Placing, the Broker Offer or the Subscription, which would limit the
amount of working capital available to the Company. There is no certainty that
other funding would be available on suitable terms or at all. Accordingly, in
light of the Group's reducing cash position, it would be likely that the
Company would have to severely restrict its costs, potentially impacting its
ability to progress its R&D assets and generate value for the Group.
A further announcement will be made when the circular convening the General
Meeting has been posted to shareholders. A further announcement on the closing
of the Broker Offer will be made in due course.
Mark Eccleston, CEO of ValiRx commented "I want to thank new and existing
shareholders for their support and highlight we will be using the money to
further support the preclinical development of CytoLytix. We will continue to
build on the first sales from Inaphaea's Biobank, announced on 18 November
2024, which comprises approximately 5,000 vials of Patient Derived Cells from
478 individual cases and 66 types of cancer. Whilst the financial details of
the transaction were not released, we are encouraged by the progress made and
we believe the biobank holds significant potential for supporting research and
generating future revenue streams."
*** ENDS ***
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). The Directors of the Company
take responsibility for this announcement.
For more information, please contact:
ValiRx plc Tel: +44 (0) 2476 796496
www.valirx.com (http://www.valirx.com)
Dr Mark Eccleston, CEO Mark.Eccleston (mailto:Mark.Eccleston@valirx.com) @valirx.com
(mailto:Mark.Eccleston@valirx.com)
V Formation (Public Relations) +44 (0) 115 787 0206
www.vformation.biz (http://www.vformation.biz)
Lucy Wharton - Senior PR Executive
Sue Carr - Director lucy@vformation.biz
sue@vformation.biz
Cairn Financial Advisers LLP (Nominated Adviser) Tel: +44 (0) 20 7213 0880
Liam Murray / Ludovico Lazzaretti
Shard Capital Partners LLP (Sole Broker) Tel: +44 (0) 20 7186 9000
Damon Heath
Notes for Editors
About ValiRx
ValiRx is a life science company focused on early-stage cancer therapeutics
and women's health, accelerating the translation of innovative science into
impactful medicines to improve patient lives.
ValiRx provides the scientific, financial, and commercial framework for
enabling rapid translation of innovative science into clinical development.
Using its extensive and proven experience in research and drug development,
the team at ValiRx selects and incubates promising novel drug candidates and
guides them through an optimised process of development, from pre-clinical
studies to clinic and investor-ready assets.
ValiRx connects diverse disciplines across scientific, technical, and
commercial domains, with the aim of achieving a more streamlined, less costly,
drug development process. The team works closely with carefully selected
collaborators and leverages the combined expertise required for science to
advance.
Lead candidates from ValiRx's portfolio are outlicensed or partnered with
investors through ValiRx subsidiary companies for further clinical development
and commercialisation.
ValiRx listed on the AIM Market of the London Stock Exchange in October 2006
and trades under the ticker symbol: VAL.
For further information, visit: www.valirx.com (http://www.valirx.com/)
Definitions
· "Admission" · admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with the AIM Rules which is expected to occur
following conclusion of the General Meeting;
· "AIM" · AIM, the market of that name operated by the London Stock Exchange;
· "AIM Rules" · the AIM Rules for Companies published by the London Stock Exchange
from time to time;
· "Broker Offer" · means the retail offer for sale of the Broker Offer Shares to be made
to certain existing shareholders in the Company through retail brokers and
intermediaries;
· "Broker Offer Shares" · means the 38,461,538 new Shares to be offered for subscription
pursuant to the Broker Offer;
· "Business Day" · any day other than a Saturday, Sunday or public holiday in England
and Wales on which clearing banks in London are open for general banking
business;
· "Cairn" · Cairn Financial Advisers LLP;
· "certificated" or · not in uncertificated form;
"in certificated form"
· "Circular" · the circular to be posted by the Company providing further details of
the Placing, the Broker Offer, the Subscription and the General Meeting;
· "Company" or "ValiRx" · ValiRx PLC;
· "CREST" · the facilities and procedures for the time being of the relevant
system of which Euroclear has been approved as operator pursuant to the CREST
Regulations;
· "CREST Regulations" · the Uncertificated Securities Regulations 2001 (SI 2001/3755);
· "Directors" or "Board" · the directors of the Company, or any duly authorised committee
thereof;
· "Enlarged Share Capital" · the issued ordinary share capital of the Company immediately
following Admission;
· "Existing Shares" · the 132,348,673 Shares in issue as at the date of this document;
· "FCA" · Financial Conduct Authority;
· "Fundraise Warrants" · the warrants to be granted to the subscribers of New Ordinary Shares
which shall be constituted by the Warrant Instrument;
· "Fundraising" · the fundraising being undertaken by the Company, comprising the
Placing, the Broker Offer and the Subscription;
· "General Meeting" · the general meeting of the Company convened for 11 a.m. on 30
December 2024 in accordance with the Notice of General Meeting (or any
adjournment thereof);
· "Group" · the Company and its subsidiary undertakings from time to time;
· "Issue Price" · 0.65 pence per New Ordinary Share;
· "London Stock Exchange" · London Stock Exchange Group plc;
· "Neville Registrars" or "Receiving Agent" · Neville Registrars Limited;
· "Notice of General Meeting" · the notice convening the General Meeting set out at the end of the
Circular;
· "New Ordinary Shares" · the Placing Shares, the Broker Offer Shares and the Subscription
Shares;
· "Placing" · the placing by Shard on behalf of the Company of the Placing Shares
at the Issue Price;
· "Placing Shares" · the 182,000,000 new Shares to be issued by the Company at the Issue
Price at Admission pursuant to the Placing;
· "Register" · the register of members of the Company;
· "Regulatory Information Service" · a regulatory information service approved by the FCA and on the list
of regulatory information services maintained by the FCA;
· "Resolutions" · the resolutions to be proposed at the General Meeting as will be set
out in the Notice of General Meeting, and a reference to a numbered Resolution
shall be to the resolution so numbered in that notice;
· "Shareholders" · holders of Shares;
· "Shares" · ordinary shares of 0.1 penny each in the capital of the Company;
· "Subscription" · the subscription by certain directors of the Company and persons
closely associated with them of the Subscription Shares at the Issue Price;
· "Subscription Shares" · 21,538,461 new Shares to be issued by the Company at the Issue Price
at Admission pursuant to the Subscription;
· "uncertificated form" or · recorded in the Register as being held in uncertificated form in
"in uncertificated form" CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST;
· "United Kingdom" or "UK" · the United Kingdom of Great Britain and Northern Ireland;
· "United States" or "US" · the United States of America, its jurisdictions and possession, any
state of the United States and the District of Columbia;
· "US Dollar" · the lawful currency of the United States;
· "US Securities Act" · the U.S. Securities Act of 1933, as amended;
· "Warrant Instrument" · the instrument which, subject to the passing of the Resolutions,
shall be entered into by the Company which shall constitute the Fundraise
Warrants.
Cautionary statement
Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving
this announcement should not place undue reliance on forward-looking
statements. Unless otherwise required by applicable law, regulation or
accounting standard, the Company does not undertake to update or revise any
forward-looking statements, whether as a result of new information, future
developments or otherwise.
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 U.S.
Securities Act of 1933, as amended, 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 Broker Option
The Broker Option is only open to persons 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).
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares and
the Broker Option Shares have been subject to a product approval process,
which has determined that the Placing Shares and the Broker Option 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares and the Broker Option Shares may decline and
investors could lose all or part of their investment; the Placing Shares and
the Broker Option Shares offer no guaranteed income and no capital protection;
and an investment in the Placing Shares and the Broker Option 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 any contractual, legal or regulatory selling restrictions in relation to
the Placing or Broker Option.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 and the Broker Option
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and the Broker Option Shares and
determining appropriate distribution channels.
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