TIDMNFX
RNS Number : 5124V
Nuformix PLC
14 December 2021
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ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
14 December 2021
Nuformix plc
("Nuformix" or the "Company")
Subscription to raise GBP1.65 million and Sharing Agreements
Nuformix plc (LSE: NFX), a pharmaceutical development company
targeting unmet medical needs in fibrosis and oncology via drug
repurposing, announces a conditional subscription to raise GBP1.65
million (the "Subscription") through the issue of 110,000,000 new
ordinary shares of 0.1 pence each in the Company ("Ordinary
Shares") at a price of 1.5 pence per Ordinary Share with Lanstead
Capital Investors L.P. ("Lanstead"), an institutional investor,
together with related sharing agreements. The Subscription is being
conducted in two tranches as further described below.
Highlights
-- Subscription for 110,000,000 new Ordinary Shares by Lanstead
at an issue price of 1.5 pence per Subscription Share (the "Issue
Price") to raise gross proceeds of approximately GBP1.65
million.
-- The Issue Price represents a 7.14 per cent. premium to the
closing mid-market price of the Company's Ordinary Shares on 13
December 2021, the business day prior to the Subscription being
announced.
-- The Subscription is being conducted in two tranches. The
first tranche of the Subscription comprises 22,000,000 Ordinary
Shares (the "First Subscription Shares") for gross proceeds of
GBP330,000 and is being issued utilising the Company's existing
authorities to allot Ordinary Shares. The second tranche of the
subscription comprises 88,000,000 Ordinary Shares (the "Second
Subscription Shares") for gross proceeds of GBP1,320,000. The issue
of the Second Subscription Shares is subject to the approval of the
Company's shareholders at a General Meeting to be convened in due
course, together with the Company not being required to issue a
prospectus for the admission of the Second Subscription Shares to
trading on the London Stock Exchange. The Company currently
anticipates that, subject to the approval of the Company's
shareholders, the Second Subscription Shares will be issued in
April 2022.
-- The gross proceeds of the Subscription will be pledged by the
Company pursuant to two sharing agreements with Lanstead (the
"Sharing Agreements"). The Sharing Agreements, details of which are
set out below, together entitle the Company to receive back those
proceeds on a pro rata monthly basis over a period of 20 months,
subject to adjustment upwards or downwards each month depending on
the Company's share price at the time. The Sharing Agreements
provide the opportunity for the Company to benefit from positive
future share price performance.
-- The net proceeds of the Sharing Agreements received by the
Company will be used primarily to provide funding for:
o Further research and development activities on its main assets
NXP002 and NXP004;
o Business development activities with potential licensees for
both assets; and
o General working capital.
Commenting, Nuformix's Executive Chairman, Dr Alastair Riddell,
said : "I am delighted by the confidence shown by Lanstead in the
future prospects of the Company's products. Their investment will
enable the Company to invest in the formal development of NXP002 to
be Phase I ready within the 20 month period and to continue the
strengthening of the IP around NXP004. Both products address large
market opportunities. Importantly, this enables us to hire
experienced business development expertise to build on our
licensing opportunities for these products to pharmaceutical
companies."
Background to and reasons for the Subscription and use of
proceeds
The encouraging results from the set of pre-clinical studies
recently announced on NXP002 and NXP004 have increased the Board's
confidence in the prospects for its products. These prospects will
be further enhanced by further pre-clinical development, including
formulation work, toxicology studies and regulatory preparations
for Phase I trials. In parallel, business development discussions
with prospective partners will help further refine these plans and
increase the likelihood of successful deals. The Company's existing
resources would not be sufficient to support all the work required
to make NXP002 Phase I ready. The Lanstead investment will provide
regular monthly funds over 20 months which the Board of Nuformix
believe should cover these pre-clinical activities.
The Subscription proceeds will be pledged to Lanstead under the
Sharing Agreements pursuant to which the Company is entitled to
receive back those proceeds on a pro rata monthly basis over a
period of 20 months, subject to adjustment upwards or downwards
each month depending on the Company's share price at the time.
A significant factor in Nuformix's decision to enter into the
Subscription is that the Sharing Agreements provide the opportunity
for the Company to benefit from positive future share price
performance. There is no upper limit placed on the additional
proceeds receivable by the Company as part of the monthly
settlements and the amount available in subsequent months is not
affected. Whilst the Company notes the corresponding risk that a
fall in Nuformix's share price could reduce the amount of proceeds
received, as explained below, the Directors expect the Company's
pre-clinical progress of its products and business development
strategy to make considerable positive advances over the 20-month
term of the Sharing Agreements. If these advances are successful,
and if the success of these advances is reflected in Nuformix's
share price, the Company expects the proceeds to be received back
from Lanstead to exceed the amount pledged under the Sharing
Agreements although there can be no guarantee that this outcome
will occur.
Further information on the Lanstead Subscription
Pursuant to the subscription agreement between the Company and
Lanstead, the 22,000,000 First Subscription Shares will be issued
to Lanstead at 1.5 pence per Subscription Share for an aggregate
subscription price of GBP330,000 before expenses (the "First
Subscription").
The First Subscription proceeds of GBP330,000 will be pledged to
Lanstead under a Sharing Agreement under which Lanstead will then
make, subject to the terms and conditions of that Sharing
Agreement, monthly settlements (subject to adjustment upwards or
downwards) to the Company over four months, as detailed below.
The First Subscription Shares will rank pari passu with the
existing Ordinary Shares and application has been made to the
London Stock Exchange for admission of the First Subscription
Shares and the First Value Payment Shares (as defined below) to
trading on the Standard Segment of the Official List and the Main
Market of the London Stock Exchange ("Admission"). The First
Subscription is conditional, inter alia, on Admission and there
being: (i) no breach of certain customary warranties given by the
Company to Lanstead at any time prior to Admission; and (ii) no
force majeure event occurring prior to Admission. Admission and
dealings in the First Subscription Shares and the First Value
Payment Shares is expected to commence at 8.00am on 17 December
2021.
Subject to shareholder approval at a General Meeting, expected
to be convened in January 2022, and the Company's ability to issue
the Second Subscription Shares and have them admitted to trading on
the London Stock Exchange without requiring the publication of a
prospectus, the 88,000,000 Second Subscription Shares will be
issued to Lanstead at 1.5 pence per Subscription Share for an
aggregate subscription price of GBP1,320,000 before expenses. The
Company currently anticipates that, subject to the approval of the
Company's shareholders, the Second Subscription Shares will be
issued in April 2022. As such an application for admission of the
Second Subscription Shares to trading on the Standard Segment of
the Official List and the Main Market of the London Stock Exchange
is expected to be made in April 2022.
The proceeds of GBP1,320,000 received from the issue of the
Second Subscription Shares will be pledged to Lanstead under a
Sharing Agreement under which Lanstead will then make, subject to
the terms and conditions of that Sharing Agreement, monthly
settlements (subject to adjustment upwards or downwards) to the
Company over 16 months, as detailed below.
As a result of entering into the Sharing Agreements the
aggregate amount received by the Company under the Lanstead
Subscription and the related Sharing Agreements may be more or less
than GBP1,650,000, as further explained below.
The Sharing Agreements
As part of the Subscription, the Company will enter into the
Sharing Agreements with Lanstead, pursuant to which Nuformix will
return the gross proceeds of the Subscription to Lanstead. The
Sharing Agreements will enable the Company to share in any share
price appreciation over the Benchmark Price (as defined below).
However, if the Company's share price is less than the Benchmark
Price then the amount received by the Company under the Sharing
Agreements will be less than the gross proceeds of the Subscription
which were pledged by the Company to Lanstead at the outset.
The first Sharing Agreement (the "First Sharing Agreement")
provides that the Company, in return for pledging the GBP330,000
proceeds from the First Subscription Shares, will receive four
equal monthly settlement amounts as measured against a benchmark
share price of 2.0 pence per Ordinary Share (the "Benchmark
Price"). The monthly settlement amounts for the First Sharing
Agreement are structured to commence approximately three months
following Admission of the First Subscription Shares.
The second Sharing Agreement (the "Second Sharing Agreement")
provides that the Company, in return for pledging the GBP1,320,000
proceeds from the Second Subscription Shares, will receive 16 equal
monthly settlement amounts as measured against the Benchmark Price.
The monthly settlement amounts for the Second Sharing Agreement are
structured to commence one month following the receipt of the final
settlement due under the First Sharing Agreement.
If the measured share price (the "Measured Price"), calculated
as the average of each day's volume weighted share price of the
Company's Ordinary Shares over a 20 day period prior to the monthly
settlement date, exceeds the Benchmark Price, the Company will
receive more than 100 per cent. of that monthly settlement due on a
pro rata basis according to the excess of the Measured Price over
the Benchmark Price. There is no upper limit placed on the
additional proceeds receivable by the Company as part of the
monthly settlements and the amount available in subsequent months
is not affected. Should the Measured Price be below the Benchmark
Price, the Company will receive less than 100 per cent. of the
monthly settlement calculated on a pro rata basis and the Company
will not be entitled to receive the shortfall at any later
date.
For example, if on a monthly settlement date the calculated
Measured Price exceeds the Benchmark Price by 10 per cent., the
settlement on that monthly settlement date will be 110 per cent. of
the amount due from Lanstead on that date. If on the monthly
settlement date the calculated Measured Price is below the
Benchmark Price by 10 per cent., the settlement on the monthly
settlement date will be 90 per cent. of the amount due on that
date. Each settlement as so calculated will be in final settlement
of Lanstead's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the
date of each and every monthly settlement, Nuformix would receive
aggregate proceeds of GBP1.65 million (before expenses) from the
Subscription and Sharing Agreements.
The Company will pay Lanstead's legal costs incurred in the
Subscription and in entering into the Sharing Agreements and, in
addition, has agreed to issue to Lanstead 2,000,000 new Ordinary
Shares (the "First Value Payment Shares") in connection with
entering into the First Sharing Agreement and 5,700,000 shares in
connection with entering into the Second Sharing Agreement (the
"Second Value Payment Shares"). The Second Value Payment Shares are
expected to be issued in April 2022 at the same time as the
issuance of the Second Subscription Shares.
In no event will fluctuations in the Company's share price
result in any increase in the number of Subscription Shares issued
by the Company or received by Lanstead. A decline in the Company's
share price would not result in any advantage accruing to Lanstead
and the Sharing Agreements allows both Lanstead and the Company to
benefit from future share price appreciation.
In total, assuming the issue of the First Subscription Shares,
the Second Subscription Shares, the First Value Payment Shares and
the Second Value Payment Shares, Lanstead will be issued with
117,700,000 new Ordinary Shares pursuant to the Subscription which,
when issued, will equate to approximately 16.59per cent of the
Company's then enlarged issued share capital. No shares, warrants
or additional fees are owed to Lanstead at any point during this
agreement other than those disclosed above.
General Meeting
The issue of the Second Subscription Shares and the Second Value
Payment Shares are subject to the approval of the Company's
shareholders at a General Meeting. A circular convening the General
Meeting will be sent to shareholders in due course and the Company
anticipates that the General Meeting will be convened during
January 2022.
Total Voting Rights
Following Admission of the First Subscription Shares and the
First Value Payment Shares the Company's enlarged issued share
capital will comprise 615,609,368 Ordinary Shares with voting
rights. The figure of 615,609,368 Ordinary Shares may therefore 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 and
Transparency Rules.
Enquiries
Nuformix plc via Walbrook
Dr Alastair Riddell, Executive
Chairman
Dr Anne Brindley, CEO
Allenby Capital Limited +44 (0) 20 3328 5656
Nick Athanas / George Payne (Corporate
Finance)
Stefano Aquilino / Matt Butlin (Sales
and Corporate Broking)
Walbrook PR nuformix@walbrookpr.com or +44 (0)20
7933 8780
Anna Dunphy / Phillip Marriage Tel: +44 (0)7876 741 001 / +44
(0)7867 984 082
Notes to Editors
About Nuformix
Nuformix is a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing. The
Company aims to use its expertise in discovering, developing and
patenting novel drug forms, with improved physical properties, to
develop new products in new indications that are, importantly,
differentiated from the original (by way of dosage, delivery route
or presentation), thus creating new and attractive commercial
opportunities. Nuformix has an early-stage pipeline of preclinical
and Phase I-ready assets with potential for significant value and
early licensing opportunities.
About Lanstead
Lanstead is an institutional investor that since 2007 has
provided funding for ongoing business objectives to listed small
and mid-cap growth companies. Lanstead focuses on equity
investments in listed companies with management teams with a clear
growth strategy.
Lanstead's extensive experience allows it to invest in most
industries, focusing on providing supportive, longer term capital
that rewards company growth. Companies with Lanstead on the
shareholder register via an equity placement to Lanstead with an
accompanying sharing agreement benefit from a unique and flexible
approach to finance growth. This provides the opportunity for
companies to benefit from additional cash beyond the original
placing proceeds without having to issue additional shares.
Further information is available at www.Lanstead.com
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IOEDZMMZMFVGMZZ
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