TIDMSCLP
RNS Number : 2210X
Scancell Holdings Plc
19 December 2023
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER
TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
19 December 2023
Scancell Holdings plc
("Scancell" or the "Company")
Result of the Open Offer
PDMR Notification
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer and infectious disease,
today announces the results of the open offer to shareholders (the
"Open Offer"), the commencement of which was announced by the
Company on 30 November 2023 (the "Launch Announcement").
The Open Offer closed for acceptances at 11.00 a.m. on 18
December 2023. The Company is pleased to announce that it has
received valid applications under the Open Offer (including under
the Excess Application Facility) in respect of 11,136,877 Open
Offer Shares (the "New Open Offer Shares") at 11 pence per New Open
Offer Share from Qualifying Shareholders raising gross proceeds
from the Open Offer of GBP1.2 million.
The Open Offer is conditional upon Second Admission occurring.
Application has been made to the London Stock Exchange for the New
Open Offer Shares to be admitted to trading on AIM. It is expected
that Second Admission will become effective and dealings will
commence in the New Open Offer Shares at 8.00 a.m. on 20 December
2023.
This announcement should be read in conjunction with the full
text of the circular published on 4 December 2023 (the "Circular").
The Circular is also available on the Company's website at
www.Scancell.co.uk .
Total Voting Rights
Following Second Admission, the Company's enlarged issued
ordinary share capital will be 927,819,977. This figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Confirmation of Gross Proceeds Raised
The Company has raised gross proceeds of approximately GBP11.9
million in aggregate (before expenses) through the Capital Raise
(as first announced by the Company in the Launch Announcement).
This is comprised of (i) gross proceeds of approximately GBP10.7
million in aggregate through the Placing and the Subscription with
significant participation from both existing and new healthcare
specialist investors and (ii) gross proceeds of approximately
GBP1.2 million through the Open Offer reflecting renewed support
from existing shareholders.
Capitalised terms used in this announcement have the meaning as
defined in the Launch Announcement unless otherwise stated.
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of the Company is
Professor Lindy Durrant, Chief Executive Officer.
For further information please contact: Scancell Holdings plc +44 (0) 20 3727
Dr Jean-Michel Cosséry, Non-Executive 1000
Chairman +44 (0) 20 7886
Professor Lindy Durrant, CEO 2500
Stifel Nicolaus Europe Limited (Sole Financial
Adviser, Joint Bookrunner, Nominated Adviser
and Joint Broker)
Nicholas Moore/Samira Essebiyea/William
Palmer-Brown (Healthcare Investment Banking) +44 (0) 20 7710
Nick Harland/Nick Adams (Corporate Broking) 7600
WG Partners LLP (Joint Bookrunner)
David Wilson/Claes Spang/Sathesh Nadarajah/Erland +44 (0) 20 3705
Sternby 9330
Panmure Gordon (UK) Limited (Joint Broker)
Freddy Crossley/Emma Earl (Corporate Finance) +44 (0) 20 7886
Rupert Dearden (Corporate Broking) 2500
ICR Consilium +44 (0) 20 3709
Mary-Jane Elliot/Matthew Neal/ Chris Welsh 5700
Scancell@consilium-comms.com
About Scancell
Scancell is a clinical stage biopharmaceutical company that is
leveraging its proprietary research, built up over many years of
studying the human adaptive immune system, to generate novel
medicines to treat significant unmet needs in cancer and infectious
disease. The Company is building a pipeline of innovative products
by utilising its four technology platforms: Moditope(R) and
ImmunoBody(R) for vaccines and GlyMab(R) and AvidiMab(R) for
antibodies.
Adaptive immune responses include antibodies and T cells (CD4
and CD8), both of which can recognise damaged or infected cells. In
order to destroy such cancerous or infected cells, Scancell uses
either vaccines to induce immune responses or monoclonal antibodies
(mAbs) to redirect immune cells or drugs. The Company's unique
approach is that its innovative products target modifications of
proteins and lipids. For the vaccines (Moditope(R) and
ImmunoBody(R)) this includes citrullination and homocitrullination
of proteins, whereas its mAb portfolio targets glycans or sugars
that are added onto proteins and / or lipids (GlyMab(R)) or
enhances the potency of antibodies and their ability to directly
kill tumour cells (AvidiMab(R)).
For further details, please see the Company's website:
www.Scancell.co.uk
Important Notice
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 the
United States, Australia, Canada, New Zealand, Japan or the
Republic of South Africa or any other jurisdiction in which the
same would constitute a violation of the relevant laws or
regulations of that jurisdiction (each, a " Restricted Jurisdiction
"). The securities mentioned herein have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "
Securities Act "). The New Open Offer Shares may not be offered or
sold in the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. There has been no public offer of securities of
the Company in the United States.
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
Stifel, WG Partners or by any of their respective affiliates,
directors, officers, employees, advisers 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 therefore is expressly disclaimed. Neither Stifel nor WG
Partners has authorised the contents of, or any part of, this
announcement.
Stifel, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and no-one else
in connection with the Capital Raise and will not regard any other
person as
a client in relation to the Capital Raise and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Capital Raise
or any other matter referred to herein. Its responsibilities as
nominated advisor and joint broker to the Company are owed to the
London Stock Exchange and the Company and its responsibilities as
Joint Bookrunner are owed to the Company, respectively, and not to
any other person including, without limitation, in respect of any
decision to acquire New Open Offer Shares in reliance on any part
of this announcement.
WG Partners, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and
no-one else in connection with the Capital Raise and will not
regard any other person as a client in relation to the Capital
Raise and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for
providing advice in relation to the Capital Raise or any other
matter referred to herein. Its responsibilities as Joint Bookrunner
are owed to the Company and not to any other person including,
without limitation, in respect of any decision to acquire New Open
Offer Shares in reliance on any part of this announcement.
No public offering of New Open Offer Shares has been made in the
United Kingdom, any Restricted Jurisdiction or elsewhere. The
distribution of this announcement and the offering of the New Open
Offer Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Stifel or WG Partners that
would have permitted an offering of such New Open Offer Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such New Open Offer
Shares in any jurisdiction where action for that purpose is
required.
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.
It is expected that the New Open Offer Shares in the Company to
be issued pursuant to the Open Offer will not be admitted to
trading on any stock exchange other than to trading on AIM, a
market operated by the London Stock Exchange. This announcement is
not an offering document, prospectus, prospectus equivalent
document or AIM admission document. No offering document,
prospectus, prospectus equivalent document or AIM admission
document was required in connection with the Open Offer and no such
document has been or was prepared or submitted to be approved by
the FCA or submitted to the London Stock Exchange in relation to
the Open Offer.
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.
As a result of Dr Sally Adams' participation in the Open Offer,
the following notification is included below as required under UK
MAR.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH
THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Dr Sally Adams
------------------------------- --------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Chief Development Officer and PDMR
------------------------------- --------------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- --------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Scancell Holdings plc
------------------------------- --------------------------------------------
b) LEI 2138008RXEG856SNP666
------------------------------- --------------------------------------------
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been
conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.1 pence each in the
financial instrument, capital of the Company
type of instrument
------------------------------- --------------------------------------------
b) Identification Code GB00B63D3314
------------------------------- --------------------------------------------
c) Nature of the transaction Participation in the open offer of ordinary
shares of 0.1 pence each in the capital
of the Company
------------------------------- --------------------------------------------
d) Price(s) and volume(s) 9,091 ordinary shares at GBP0.11 per share
------------------------------- --------------------------------------------
e) Aggregated information
- Aggregated volume N/A (single transaction)
- Price
------------------------------- --------------------------------------------
f) Date of the transaction 19 December 2023
------------------------------- --------------------------------------------
g) Place of the transaction Outside a trading venue
------------------------------- --------------------------------------------
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END
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December 19, 2023 02:00 ET (07:00 GMT)
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