TIDMIMM
RNS Number : 8694K
Immupharma PLC
31 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR
ANY MEMBER STATE OF THE 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 OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE WRAP 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 AMED (WHICH INCLUDES AN EXISTING MEMBER OF
IMMUPHARMA 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 IMMUPHARMA
PLC.
31 August 2023
ImmuPharma Plc
("ImmuPharma" or the "Company")
WRAP Retail Offer for up to GBP500,000
ImmuPharma Plc is pleased to announce a retail offer via the
Winterflood Retail Access Platform ("WRAP") to raise up to
GBP500,000 (the "WRAP Retail Offer") through the issue of new
ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares"). Under the WRAP Retail Offer, up to 25,000,000
new Ordinary Shares (the "Retail Offer Shares") will be made
available at a price of 2 pence per share (the "Issue Price").
In addition to the WRAP Retail Offer and as announced 7 a.m. on
31 August, the Company has also announced a subscription to raise
GBP1.35 million through the issue of 67,500,000 new Ordinary Shares
("Subscription Shares") at the Issue Price utilising existing
authorities to allot shares. This comprises a subscription subject
to a Sharing Agreement (as defined below) of GBP1.0 million
("Subscription") and an initial subscription of GBP0.35 million
(the "Direct Subscription"). The Company has entered into a sharing
agreement ("Sharing Agreement") with finance provider and current
7.97 per cent shareholder, Lanstead Capital Investors L.P.
("Lanstead") in relation to GBP1.0 million of the amount subscribed
by them under the Subscription.
The Issue Price represents a discount of approximately 16.7 per
cent. to the mid-market closing price of an Ordinary Share on 30
August 2023 (being the latest practicable date prior to this
announcement).
A separate announcement has been made regarding the Subscription
and the Direct Subscription (together, the "Subscriptions") and the
relevant terms and sets out the reasons for the Subscriptions and
use of proceeds. The proceeds of the WRAP Retail Offer will be
utilised in the same way as the proceeds of the Subscriptions.
For the avoidance of doubt, the WRAP Retail Offer is not part of
the Subscriptions. Completion of the WRAP Retail Offer is in
addition to the Subscriptions and will be conditional, inter alia,
upon Admission becoming effective.
The WRAP Retail Offer and the Subscriptions are conditional on
the Retail Offer Shares and the Subscription Shares being admitted
to trading on the AIM Market of the London Stock Exchange plc
("Admission"). It is anticipated that Admission of the Subscription
Shares will become effective and that dealings in the Subscription
Shares will commence on AIM, at 8 a.m. on 5 September 2023. It is
anticipated that Admission of the Retail Offer Shares will become
effective and that dealings in the Retail Offer Shares will
commence on AIM, at 8 a.m. on 12 September 2023
WRAP Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail shareholders in
the United Kingdom the opportunity to participate in the WRAP
Retail Offer.
Therefore, the Company is making the WRAP Retail Offer open to
eligible investors in the United Kingdom, being existing
shareholders of ImmuPharma, following release of this announcement
and through certain financial intermediaries.
Existing shareholders can contact their broker or wealth manager
to participate in the WRAP Retail Offer.
The WRAP Retail Offer is expected to close at 5 p.m. on 6
September 2023. Eligible shareholders should note that financial
intermediaries may have earlier closing times.
Retail brokers wishing to participate in the WRAP Retail Offer
on behalf of existing retail shareholders, should contact
wrap@winterflood.com.
To be eligible to participate in the WRAP Retail Offer,
applicants must be a customer of a participating intermediary and,
as at the date hereof or will be, prior to placing an order for
WRAP Retail Offer Shares, shareholders in the Company which may
include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations.
There is a minimum subscription of GBP50 per investor under the
WRAP Retail Offer. The terms and conditions on which investors
subscribe will be provided by the relevant financial intermediaries
including relevant commission or fee charges.
The Company reserves the right to scale back any order under the
WRAP Retail Offer at its discretion. The Company reserves the right
to reject any application for subscription under the WRAP Retail
Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the WRAP Retail Offer that the total value of
the Retail Offer Shares available for subscription at the Issue
Price does not exceed GBP500,000.
The WRAP Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of FSMA. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules of the
Financial Conduct Authority, or for approval of the same by the
Financial Conduct Authority. The WRAP Retail Offer is not being
made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the WRAP
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
For Further Information
ImmuPharma plc
Tim McCarthy, Chief Executive
Officer
Lisa Baderoon, Head of Investor +44 (0) 207 206 2650
Relations + 44 (0) 7721 413496
Stanford Capital Partners
Patrick Claridge
Bob Pountney +44 (0) 203 650 3650
SPARK Advisory Partners Limited +44 (0) 203 368 3554
Neil Baldwin +44 (0) 113 370 8974
Winterflood Retail Access Platform WRAP@winterflood.com
Alex Skrine, Head of Electronic
Trading +44 (0) 20 3100 0000
Phoebe Pankhurst, Corporate
Finance
Haris Khawaja, Corporate Finance
Further information on the Company can be found on its website
at https://www.immupharma.co.uk/
The Company's LEI is 213800VZKGHXC7VUS895
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The content of this announcement, which 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 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 o ering of the Retail Offer
Shares is being made in the United States. The Retail Offer Shares
are being o ered and sold outside the United States in "o shore
transactions", as de ned in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). 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 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.
WRAP is a proprietary technology platform owned and operated by
Winterflood Securities Ltd (registered address at The Atrium
Building, Cannon Bridge, 25 Dowgate, London, EC4R 2GA; FRN 141455).
Winterflood Securities Ltd ("Winterflood") 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 WRAP 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 WRAP 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 Winterflood 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
Winterflood 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 the announcement or its contents
or otherwise arising in connection therewith. Winterflood 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 Share 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 Retail Offer Shares to
be issued or sold pursuant to the WRAP Retail Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
It is further noted that the WRAP Retail Offer is only open to
investors 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).
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END
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