TIDMINC
RNS Number : 6471S
Incanthera PLC
13 March 2023
13 March 2023
Incanthera plc
("Incanthera" or the "Company")
Director's Dealing, Issue of Equity & Proposed Warrant
Extension
Incanthera plc (AQSE: INC), the specialist oncology company
focused on innovative technologies in dermatology and oncology
announces the receipt of further funding from a director, the issue
of shares to service providers in satisfaction
of contractual liabilities and the proposed amendment to the
terms of the warrants issued on 12 April 2021.
Director Dealing & Issue of Investment Shares
Further to the unsecured financing facility ("Directors' Loan
Facility") made available to the Company by Directors Dr. Simon
Ward and Tim McCarthy which was entered into on 24 August 2022, the
Company is pleased to advise that further funding has been made
available by Simon Ward by the subscription of new shares, rather
than by the way of unsecured loans.
On 10 March 2023, Dr. Ward (CEO of the Company) invested
approximately GBP115,000 by way of a subscription for 1,654,677 new
ordinary shares at an issue price of 6.95 pence per share (the
"Investment Shares").
Issue of Fee Shares
In addition to the issue of the Investment Shares, the Company
has issued 1,079,138 new ordinary shares, at the same issue price
of 6.95 pence per share, to service providers in lieu of
contractual amounts owed totalling approximately GBP75,000 (the
"Fee Shares").
The issue price of 6.95 pence per share represents a 6.11 per
cent. premium to the closing mid-market price (of 6.55 pence) of
the Ordinary Shares on 09 March 2023 , the latest business date
prior to this announcement of the subscription and issue of the Fee
Shares.
Proposed Amendment to Warrants
In conjunction with a fundraising announced on 23 March 2021,
the Company issued 8,500,000 warrants to investors ("Warrants"). At
the time, the Company anticipated entering into a commercial deal
within the term period of the Warrants of 2 years. Whilst the
directors are very pleased with the progress the Company continues
to make regarding the likelihood of a commercial deal and they
remain confident that this will occur in the near term, they also
recognise there have been delays outside of their control in the
Company in concluding such a commercial deal within the formerly
anticipated period. Therefore, in order to allow sufficient
additional time for the Warrant Holders to benefit from any
commercial deals entered into by the Company and to recognise the
pricing of subsequent funding that has taken place, the Company is
proposing to vary the terms of the Warrants.
The Warrants are currently exercisable at 20p and have a term of
two years from the date of issue (12 April 2021). The proposal
(subject to approval at a meeting of holders of the Warrants
("Warrant Holders" ) is to extend the term by one year and reduce
the exercise price from 20p to 10p.
The Warrant Instrument requires any variation of the terms to be
approved by Warrant Holders in a General Meeting, which is expected
to occur on 05 April 2023 and a further announcement will be made
in due course.
Admission & Total Voting Rights
Application for the admission of the Investment Shares and the
Fees to the AQSE Growth Market ("Admission") has been made and is
expected that Admission will become effective at 8.00 a.m. on or
around 16 March 2023.
Following Admission, the Company's enlarged issued share capital
will comprise 79,118,843 ordinary shares of 2 pence each. 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 the
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Related Party Transaction
As a result of the change in nature of the continued funding by
certain Directors, the subscription for the Investment Shares by
Dr. Simon Ward constitutes a related party transaction pursuant to
Rule 4.6 of the AQSE Growth Market Access Rulebook (the
"Transaction"). The Directors of the Company independent of the
Transaction confirm that, having exercised reasonable care, skill
and diligence, the related party transaction is fair and reasonable
insofar as the shareholders of Incanthera are concerned.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018).
For further enquiries:
Incanthera plc:
www.incanthera.com
Tim McCarthy, Chairman tim.mccarthy@incanthera.com +44 (0) 7831 675747
Simon Ward, Chief Executive Officer simon.ward@incanthera.com +44 (0) 7747 625506
Suzanne Brocks, Head of Communications suzanne.brocks@incanthera.com +44 (0) 7776 234600
Aquis Exchange Corporate Adviser:
Cairn Financial Advisers LLP
Jo Turner/Ludo Lazzaretti/Ed Downes +44 (0) 20 7213 0880
Broker:
Stanford Capital Partners Ltd
Patrick Claridge/Tom Price/John Howes/Bob Pountney +44 (0) 20 3650 3650
Notes to Editors
Incanthera is dedicated to innovative technologies in
dermatology and oncology. It seeks to identify and commercialise
inspirational therapeutics combined with uniquely targeted delivery
systems, for innovative solutions to clinical, commercially
relevant unmet needs.
The Company's current lead product and focus is Sol, a
potentially innovative topical product for the treatment of solar
keratosis and the prevention of skin cancers. The Company is
currently focussed upon delivering Sol to a commercial partner.
Originating from the Institute of Cancer Therapeutics ("ICT") at
the University of Bradford, the Company has acquired and developed
a portfolio of specific cancer-targeting therapeutics, with a
strategy to develop each candidate from initial
acquisition/discovery to commercially valuable partnerships at the
earliest opportunity in its development pathway.
For more information on the Company please visit:
www.incanthera.com
@incantheraplc
Details of the persons discharging managerial responsibilities
1 / person closely associated
a) Name Simon Ward
-------------------------------- ---------------------------------
Reason for the notification
2
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a) Position/Status CEO
-------------------------------- ---------------------------------
b) Initial notification/ Initial Notification
Amendment
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Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
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a) Name Incanthera plc
-------------------------------- ---------------------------------
b) LEI 2138002HEV4UFBOEXQ97
-------------------------------- ---------------------------------
Details of the transaction(s): section to be repeated
4 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 financial
instrument, type Ordinary Shares
of
instrument GB00BGL7YW15
Identification
code
-------------------------------- ---------------------------------
b) Nature of the transaction Acquisition of ordinary shares
-------------------------------- ---------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.0695 1,654,677
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-------------------------------- ---------------------------------
d) Aggregated information
* Aggregated volume 1,654,677
GBP0.0695
* Price
-------------------------------- ---------------------------------
e) Date of transaction
-------------------------------- ---------------------------------
f) Place of transaction AQSE Stock Exchange, London
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END
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March 13, 2023 03:00 ET (07:00 GMT)
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