Scancell Hlds - Result of Placing and Notice of General Meeting
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
("Scancell" or the "Company")
Result of Placing
Notice of General Meeting
A total of 36,363,636 Placing Shares have been placed by
The Subscription Shares and Placing Shares to be issued represent approximately 27.3 per cent. of the Existing Ordinary Shares.
"We are delighted with the outcome of this fundraise and would like to thank our existing shareholders, especially Vulpes, for their continued support of Scancell's unique approach to fighting cancer and we look forward to welcoming the Redmile Funds as new shareholders. The monies raised will strengthen our balance sheet, providing the Company with further capital to support continuing partnering discussions for our antibody technology and initiate our planned future clinical trials for Modi-1 and SCIB1. The Company is currently experiencing an exciting evolution, including our efforts towards a vaccine for COVID-19, and we look forward to updating shareholders with future developments in due course."
Related Party Transaction
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At the date of this announcement
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Number of Existing Ordinary Shares
Percentage of Existing Ordinary Shares
Number of Placing Shares subscribed for
Number of Ordinary Shares*
Percentage of Enlarged Issued Share Capital**
* see below regarding Vulpes' interest in the Convertible Loan Notes
** assuming the Open Offer is fully subscribed and excluding any potential conversion of the Convertible Loan Notes
In addition to the interest above in the Existing Ordinary Shares and the Placing Shares, Vulpes has subscribed for Convertible Loan Notes with a principal amount of
Circular, General Meeting, Admission and Shareholdings
Completion of the Capital Raise remains subject, inter alia, to the passing of the Resolutions at the General Meeting and to Admission. It is expected that Admission and dealings in the New Ordinary Shares will commence no later than
Assuming completion of the Subscription, the Placing and full take up of all Open
Upon Admission, the Subscription will result in the Redmile Funds having a holding of 90,909,090 Ordinary Shares and Convertible Loan Notes with a principal value of
A circular to Shareholders containing full details of the Open Offer and convening the General Meeting is expected to be posted by
Capitalised terms used in this announcement have the meaning as defined in the Placing Launch Announcement unless otherwise stated.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this announcement on behalf of the Company is
- ENDS -
For further information, please contact:
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+44 (0) 20 3727 1000
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+44 (0) 20 7886 2500
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+44 (0) 20 3727 1000
Notes for Editors
Scancell is developing novel immunotherapies for the treatment of cancer based on its technology platforms, ImmunoBody®, Moditope® and AvidiMabTM, with four products in multiple cancer indications and development of a vaccine for COVID-19.
ImmunoBody® vaccines target dendritic cells and stimulate both parts of the cellular immune system. They have the potential to be used as monotherapy or in combination with checkpoint inhibitors and other agents. This platform has the potential to enhance tumour destruction, prevent disease recurrence and extend survival.
· SCIB1, the lead programme, is being developed for the treatment of melanoma. A phase 1/2 clinical trial has so far successfully demonstrated survival data of more than five years.
· SCIB2 is being developed for the treatment of non-small cell lung cancer and other solid tumours. Scancell has entered into a clinical development partnership with
COVIDITY: As COVID-19 research data emerges, it is becoming increasingly clear that the induction of potent and activated T cells may play a critical role in the development of long-term immunity and clearance of virus-infected cells. Scancell therefore plans to use its proven cancer vaccine concept to design a vaccine against SARS-CoV-2, the virus that causes COVID-19.
Moditope® represents a completely new class of potent and selective immunotherapy agents based on stress-induced post-translational modifications (siPTM). It stimulates the production of killer CD4 T cells which overcome the immune suppression induced by tumours, allowing activated T cells to seek out and kill tumour cells that would otherwise be hidden from the immune system. Moditope® alone, or in combination with other agents, has the potential to treat a wide variety of cancers.
· Modi-1 is being developed for the treatment of solid tumours including triple negative breast cancer, ovarian cancer, renal cancer and head and neck cancer.
AvidiMab™ is a technology platform which increases the avidity of human antibodies by promoting non-covalent Fc-Fc interactions. This modification induces the direct tumour cell killing properties of Scancell's anti-glycan monoclonal antibodies (mAbs) but has broad potential to increase the avidity or potency of any therapeutic monoclonal antibody including those being developed for autoimmune diseases, as well as cancer
For further details, please see the Company's website: www.scancell.co.uk
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
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
No public offering of New Ordinary Shares or Convertible Loan Notes is being made in the
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
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
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.
Information to Distributors
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.
This information is provided by RNS, the news service of the
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