TIDMSCLP
RNS Number : 2847V
Scancell Holdings Plc
30 November 2023
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(WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
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30 November 2023
Scancell Holdings plc
("Scancell" or the "Company")
Proposed Capital Raise to raise approximately GBP6 million
Scancell Holdings plc (AIM: SCLP), the developer of novel
immunotherapies for the treatment of cancer and infectious disease,
today announces a proposed capital raise (the "Capital Raise") to
raise in aggregate approximately GBP8 million before expenses,
comprising:
-- a placing of new ordinary shares of 0.1 pence each in the
capital of the Company ("Ordinary Shares") with new and existing
institutional and certain other investors to raise approximately
GBP6 million (the "Placing") at an issue price of 11.0 pence per
Ordinary Share (the "Issue Price");
-- a subscription by certain members of the Company's board of
directors (the "Directors" or the "Board"), being Dr Jean-Michel
Cosséry (Non-Executive Chairman) and Professor Lindy Durrant (Chief
Executive Officer and Executive Director) (the "Board Subscribers")
for an aggregate subscription amount of GBP80,000 at the Issue
Price (the "Subscription"); and
-- an open offer to Qualifying Shareholders of up to GBP2.0
million at the Issue Price (the "Open Offer").
In order to provide Qualifying Shareholders with an opportunity
to participate in the Capital Raise at the Issue Price, the Company
proposes to make an Open Offer to all Qualifying Shareholders to
raise gross proceeds of up to GBP 2.0 million for the Company. The
Open Offer will be made on the basis of 1 Open Offer share for
every 45 Existing Ordinary Shares held by Qualifying Shareholders
on the Record Date. Shareholders subscribing for their full Open
Offer Entitlements will also be invited to apply for additional
Open Offer Shares through an Excess Application Facility.
None of the Placing, the Subscription or the Open Offer are
underwritten.
The Company expects that the net proceeds from the Capital
Raise, in addition to the Company's existing cash resources and
anticipated tax credits, will be used for:
- SCIB1/ iSCIB1+ clinical development including:
o SCOPE iSCIB1+ cohort recruitment of 43 patients (versus 15
currently planned) including objective response rate results in
2024;
o SCOPE SCIB1/iSCIB1+ progression free survival data in H1 2025;
and
o Phase 2/3 adapted registration study readiness, including
Investigational New Drug application preparation and product
manufacture in H1 2024;
- ModiFY additional cohorts (including a cohort in combination
with ipilimumab and nivolumab) to position Modi-1 for Phase 2
study; and
- additional runway for partnering / out-licensing of antibodies
as a source of non-dilutive cash.
The Company's existing cash resources and the net proceeds from
the Capital Raise are expected to extend the cash runway from early
2025 until mid-to-late 2025.
The Placing will be conducted by way of an accelerated
bookbuilding process which will be launched immediately following
this announcement in accordance with the terms and conditions set
out in Appendix III. The Placing Shares are not being made
available to the public. It is envisaged that the Bookbuild will be
closed no later than 6.00 p.m. today, 30 November 2023. Details of
the final number of Placing Shares, the Issue Price and the
approximate gross proceeds of the Placing will be announced as soon
as practicable after the closing of the Bookbuild.
Further information on the Capital Raise
The terms and conditions of the Open Offer will be set out in
the Circular to be sent to Qualifying Shareholders and (for
information only) to Excluded Overseas Shareholders who have
notified an address in the United Kingdom for the service of
documents in accordance with the Articles. It is expected that the
Circular will be dispatched on or around 4 December 2023, and will
also be available at this time on the Company's website at
www.scancell.co.uk. Further information about the Company and the
Capital Raise, including, inter alia, the expected timetable of
principal events is set out in Appendix I. Capitalised terms not
otherwise defined in the text of this announcement are defined in
Appendix IV.
Stifel Nicolaus Europe Limited ("Stifel") is acting as Sole
Financial Adviser, Joint Bookrunner and Nominated Adviser in
relation to the Placing and WG Partners LLP ("WG Partners") is
acting as Joint Bookrunner in relation to the Placing.
Application will be made to the London Stock Exchange for
admission of the Placing Shares and the Subscription Shares to
trading on AIM ("First Admission"). It is expected that First
Admission will occur and that dealings will commence at 8.00 a.m.
on or around 5 December 2023.
Application will be made to the London Stock Exchange for
admission of the Open Offer Shares to trading on AIM ("Second
Admission"). It is expected that Second Admission will occur and
that dealings will commence at 8.00 a.m. on or around 20 December
2023.
Commenting on the proposed Capital Raise, Prof Lindy Durrant,
Chief Executive Officer, said: " Scancell is producing
highly-significant data across its pipeline of cancer vaccines. The
recent updates from the SCOPE study are showing previously unseen
response rates in melanoma including an objective response rate of
over 85 per cent. and a complete responder. The study remains on
track with data expected in H1 2024 and based upon the first 13
patients there is a greater than 90% probability that the second
phase will also be successful.
The proposed new funding will allow Scancell to continue
progressing the clinical development of SCIB1/ iSCIB1+ towards
Phase 2/3 adapted registration study readiness in unresectable
melanoma. This represents a potential $1.5 billion per annum market
and we therefore expect it will generate significant interest from
potential partners. Alongside this, Scancell will also complete
additional cohorts with ModiFY to position Modi-1 for Phase 2 study
and have a strengthened cash position to partner / out-license our
proprietary antibodies that have the potential to generate
additional non-dilutive cash"
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 and Nominated Adviser)
Nicholas Moore/Samira Essebiyea/William Palmer-Brown
(Healthcare Investment Banking) +44 (0) 20 7710
Nick Adams/Nick Harland (Corporate Broking) 7600
WG Partner 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 Tel.: +44 (0)
Mary-Jane Elliott/Matthew Neal/Chris Welsh 20 3709 5700
scancell@consilium-comms.com
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 Ordinary 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 will be 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
Ordinary 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
Ordinary Shares in reliance on any part of this Announcement.
No public offering of New Ordinary Shares is being made in the
United Kingdom, any Restricted Jurisdiction or elsewhere. The
distribution of this Announcement and the offering of the New
Ordinary Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Stifel or WG Partners that
would permit an offering of such New Ordinary Shares or possession
or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Stifel and WG Partners to inform themselves about, and to
observe, such restrictions.
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 30 April 2023. None
of the Company, Stifel or WG Partners undertake any obligation to
update publicly, or revise, forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a pro t forecast or pro t estimate or to imply that the
earnings of the Company for the current or future nancial periods
will necessarily match or exceed the historical or published
earnings of the Company. The price of Ordinary Shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the Ordinary
Shares.
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 London Stock Exchange. This Announcement is
not an offering document, prospectus, prospectus equivalent
document or AIM admission document. It is expected that no offering
document, prospectus, prospectus equivalent document or AIM
admission document will be required in connection with the Capital
Raise and no such document has been or will be prepared or
submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Capital Raise.
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.
APPIX I
PROPOSED PLACING, SUBSCRIPTION AND OPEN OFFER
Introduction
The Board proposes to undertake a placing of the Placing Shares
to raise approximately GBP6 million, before expenses, at the Issue
Price. In addition, certain members of the Board intend to
subscribe for the Subscription Shares for an aggregate subscription
amount of GBP80,000 at the Issue Price.
In order to provide Qualifying Shareholders with an opportunity
to participate in the Capital Raise at the Issue Price, the Company
proposes to make an Open Offer to all Qualifying Shareholders to
raise gross proceeds of up to GBP2.0 million for the Company. The
Open Offer will be made on the basis of 1 Open Offer Share for
every 45 Existing Ordinary Shares held by Qualifying Shareholders
on the Record Date. Shareholders subscribing for their full Open
Offer Entitlements will also be invited to apply for additional
Open Offer Shares through an Excess Application Facility.
The Open Offer provides Qualifying Shareholders with an
opportunity to participate in the proposed issue of the Open Offer
Shares on a pre-emptive basis whilst providing the Company with
additional capital to invest in the business of the Group.
The Issue Price represents a discount of 10.2 per cent. to the
closing middle market price of 12.3 pence per Existing Ordinary
Share on 29 November 2023 (being the last practicable date before
publication of this Announcement).
Application will be made to the London Stock Exchange for
admission of the Placing Shares and the Subscription Shares to
trading on AIM. It is expected that First Admission will occur and
that dealings will commence at 8.00 a.m. on or around 5 December
2023.
Application will be made to the London Stock Exchange for
admission of the Open Offer Shares to trading on AIM. It is
expected that Second Admission will occur and that dealings will
commence at 8.00 a.m. on or around 20 December 2023.
None of the Placing, the Open Offer or Subscription are
underwritten.
Description of the Company
Scancell is a clinical stage immuno-oncology company developing
cancer vaccines and antibodies to treat significant unmet needs in
cancer. The treatments are built from proprietary research in the
human adaptive immune system from which Scancell has developed a
pipeline of patent-protected innovative products. The lead asset is
the cancer vaccine, SCIB1, which is in Phase 2 (SCOPE trial)
development for advanced melanoma.
VACCINES
ImmunoBody(R) platform
Scancell's ImmunoBody(R) immunotherapy platform uses the body's
immune system to identify, attack and destroy tumours. This is
achieved by delivering a DNA plasmid to enhance the uptake and
presentation of cancer antigens to harness high avidity T cell
responses, offering the potential for enhanced efficacy and safety
compared with more conventional approaches. These vaccines have the
potential to be used as monotherapy or in combination with
checkpoint inhibitors (CPIs) and other agents. This platform has
the potential to enhance tumour destruction, prevent disease
recurrence and extend survival.
SCIB1
SCIB1 is the lead product from Scancell's ImmunoBody(R)
immunotherapy platform. It is currently being evaluated in a Phase
2 SCOPE trial in the UK in combination with CPIs for the treatment
of advanced melanoma. The SCOPE study is an open-label,
multi-cohort, multicentre Phase 2 study. In June 2022, the
Medicines and Healthcare products Regulatory Agency (MHRA) approved
a protocol amendment allowing the trial to include a cohort of
advanced melanoma patients who will receive SCIB1 plus doublet
therapy consisting of ipilimumab (Yervoy(R)) plus nivolumab
(Opdivo(R)) in addition to the cohort who will receive SCIB1 with
pembrolizumab (Keytruda(R)). This reflects the current treatment
landscape for unresectable metastatic melanoma patients. The Phase
2 study is designed to assess whether the addition of SCIB1
treatment to CPI standard of care results in an improvement in
patient outcomes for patients with metastatic disease. The primary
objectives of the trial are tumour response rate, progression-free
survival and overall survival in patients with advanced melanoma.
The SCIB1 vaccine is delivered via a PharmaJet(R) needle-free
injection, which provides enhanced patient acceptance versus
electroporation.
In September 2023, Scancell reported positive data from the
first stage in its Phase 2 SCOPE trial, investigating SCIB1 in
combination with doublet therapy CPIs in advanced melanoma. Initial
data from 11 patients showed an 82 per cent. objective response
rate (ORR) to treatment, which is better than the 70 per cent. ORR
that the trial was configured to show. The first milestone in the
SCOPE trial was to achieve responses in more than eight out of 15
patients which would suggest that SCIB1 in combination with doublet
CPI therapy might meaningfully improve current outcomes for these
patients. Sixteen stage IV metastatic patients received this
combination. Eleven of these study patients have reached 13 weeks
and been evaluated at radiological imaging and nine have already
shown an objective response, equating to an ORR of 82 per cent.
with no increase in toxicity. At this time point the reduction in
tumour volume was 31-94 per cent. Four patients reaching the 25
weeks imaging evaluation and two reaching the 37 weeks evaluation
have shown a 69-94 per cent. and an 87-94 per cent. reduction in
total tumour burden, respectively. This compares to an ORR of 50
per cent. reported in patients just receiving this doublet CPI
therapy in the real-world setting with a progression free survival
time of 11.5 months.
In November 2023, Scancell announced two further responders on
the SCOPE study, bringing the number of responders to 11 out of 13
patients. This is an objective response rate (ORR) of 85%. These
responses have been verified in nine patients with a second scan at
19 weeks. Significantly, one of the patients has achieved a
complete response following treatment. The two recent responders
are scheduled to have their response confirmed in a subsequent
scan.
The SCOPE trial has now successfully transitioned into the
second stage, which will recruit a further 27 patients (for a total
of 43). The aim is to achieve at least 18 further responses (i.e.,
27 responses in total) which would statistically demonstrate that
SCIB1, in combination with doublet therapy, exceeds currently
achievable ORRs. Recruitment is on track with data available in H1
2024. Based upon the first 13 patients there is a greater than 90%
probability that the second phase will also be successful.
If validated in the second stage of the SCOPE trial this will
provide confidence to initiate a randomised Phase 2/3 adapted
registration programme in patients with unresectable melanoma which
represents a potential $1.5 billion per annum market. The Phase 2
part of the adapted trial should take 18 months and will likely
generate significant partner interest.
iSCIB1+
iSCIB1+ is a modified version of SCIB1 developed using
Scancell's AvidiMab(R) platform. iSCIB1+ also includes more
melanoma-specific epitopes so it can be used by a broader patient
population rather than SCIB1 which is limited to the 40 per cent.
of patients who have the appropriate human leukocyte antigen.
Furthermore, iSCIB1+ has competitive advantages to SCIB1, including
potentially increased potency and extending the patent life by 15
years.
Given the significant improvements in potency, utility and
patent life with iSCIB1+, the Company plans to include an iSCIB1+
cohort in the SCOPE trial. In November 2023, Scancell received MHRA
correspondence requesting a preclinical mouse safety study with
iSCIB1+ prior to resubmission of the amendment to the current trial
protocol to include a new parallel cohort with the double CPIs with
iSCIB1+. Management do not see any potential issue with this
regulatory request having previously completed identical studies
with SCIB1. The iSCIB1+ cohort is expected to start in Q1 2024.
The unresectable melanoma market represents a potential market
of $1.5 billion per annum.
Moditope(R) platform
Moditope(R) is a versatile proprietary cancer vaccine platform
that targets stress-induced post-translational modifications
(siPTMs) of proteins. This discovery has allowed Scancell to
develop a completely new class of potent and selective therapeutic
vaccines. Examples of such modifications include citrullination, an
enzyme-based conversion of arginine to citrulline, and
homocitrullination, in which lysine residues are converted to
homocitrulline. Expression of peptides containing these
modifications have been demonstrated to induce potent CD4 cytotoxic
T cells that induce anti-tumour activity without any associated
toxicity.
Modi-1
Modi-1, which targets citrullinated cancer antigens, is the
first therapeutic vaccine candidate to emerge from Scancell's
Moditope(R) platform. Modi-1 consists of three citrullinated
tumour-associated peptides exploiting the normal immune response to
stressed cells, which is largely mediated by cytotoxic CD4 T cells.
The peptides are linked to AMPLIVANT(R), a potent adjuvant which,
in preclinical models, enhanced the immune response of Modi-1
10-to-100 fold and resulted in highly efficient tumour clearance,
including protection against tumour recurrence. AMPLIVANT(R) is the
subject of a worldwide licensing and collaboration agreement with
ISA Pharmaceuticals for the manufacturing, development and
commercialisation of Modi-1.
The ModiFY study is an open-label, multicohort, multicentre,
adaptive Phase 1/2 trial with Modi-1 being administered alone or in
combination with CPIs in patients with head and neck, triple
negative breast and renal tumours and as a monotherapy in patients
with ovarian cancer, where there are no approved CPI therapies and
in patients with the other tumour types where CPIs are not
indicated. Modi-1 stimulates CD4 T cells which may directly impact
tumour growth, however, in some patients if the tumour environment
is highly immunosuppressive, these T cells may need to be protected
by CPIs. This open label Phase 1/2 study is assessing the safety
and immunogenicity of two citrullinated vimentin peptides and
citrullinated enolase peptide. This open label study will recruit
over 100 patients in up to 20 UK clinical trial sites. In addition,
the effect of Modi-1 in promoting T-cell infiltration into the
tumour will be assessed in a neoadjuvant cohort in which a further
30 patients with head and neck cancer will be treated with Modi-1
with or without CPI, prior to their first surgical resection.
The ModiFY trial has completed its dose escalation and safety
cohorts. Data from patients receiving the Modi-1 cancer vaccine as
a monotherapy showed that it was safe and well tolerated and
demonstrated encouraging early efficacy in a head and neck cancer
patient and in other hard-to-treat cancers such as high grade
serous ovarian carcinoma and triple negative breast cancer (TNBC).
The cohort of 16 ovarian cancer patients receiving Modi-1 has now
been fully recruited. All patients had failed on previous
treatments and their disease was actively progressing when they
entered the study. Following treatment with Modi-1 44 per cent. of
patients achieved stable disease for at least eight weeks, with
some patients experiencing a longer duration of disease stability
for four months or more. The number of patients who have
experienced long periods of stable disease following monotherapy
with Modi-1 is encouraging in this difficult to treat cancer and
the Company believes that combination therapy with CPIs, which are
not currently approved for the treatment of ovarian cancer, could
further improve outcomes for this patient group. Evaluation of
Modi-1, plus CPIs in other tumour types in the ongoing Phase 1/2
study, will provide supporting data for this proposed combination
use.
In the other monotherapy cancer cohorts, a total of eight
patients have received full dose Modi-1. One TNBC patient remains
on trial with stable disease beyond 35 weeks. One head and neck
patient achieved a partial response. Recruitment is ongoing.
In July 2023, the ModiFY study moved into the expansion cohorts,
following approval by the safety review committee. The expansion
cohorts include Modi-1 in combination with CPI and in the
neoadjuvant setting. All three patients in Cohort 4 have now
successfully received two doses of Modi-1 plus CPI and the
treatments were well tolerated with no safety concerns. Twenty-one
patients will be recruited into each cohort. Patients with TNBC
will not be included in this part of the study as these patients
receive checkpoints in combination with chemotherapy which may
induce citrullination in normal cells and induce toxicity.
This study will recruit 30 patients who will be randomised at
diagnosis to receive either two doses of Modi-1 three weeks apart
or two doses of Modi-1 plus one dose of CPI. Tumour biopsies will
be taken prior to immunisation and from the tumour resection six
weeks following the initial vaccination. The two tumour samples
will allow the extent of T cell infiltration and activation pre-
and post-Modi-1 vaccination to be assessed with and without a
CPI.
Early clinical data with Modi-1 is expected to be available in
2024.
Modi-2
Modi-2, which targets homocitrullinated cancer antigens, is the
second therapeutic vaccine candidate from the Company's Moditope(R)
platform and has the potential to address different cancer
indications to Modi-1, including tumours with a particularly
immunosuppressive environment.
In November 2022, Scancell in-licensed the SNAPvax(TM)
technology from Vaccitech plc, a clinical-stage biopharmaceutical
company engaged in the discovery and development of novel
immunotherapies and vaccines. The agreement allows Scancell to
formulate and manufacture Modi-2. The SNAPvax(TM) technology
enables peptides to self-assemble with TLR-7/8a, a powerful
adjuvant, to promote strong T cell responses and is proven to
successfully overcome formulation issues associated with
immunogenic peptide antigens, which are often highly hydrophobic
and prone to manufacturing challenges with conventional
formulations. Modi-2 will use SNAPvax(TM) to co-deliver
homocitrullinated peptide antigens and TLR-7/8a adjuvants in
self-assembling nanoparticles designed to prime tumour killing T
cells.
Scancell expects that the combination of Modi-2 with a highly
effective platform for inducing T cells (Vaccitech's SNAPvax(TM)
technology) will lead to a potentially superior therapeutic vaccine
candidate.
ANTIBODIES
GlyMab(R)
The GlyMab(R) platform provides a powerful and versatile
approach to generating novel antibody drug candidates for the
Company's clinical pipeline but also to create upfront, milestone
and revenue generating partnerships with other companies in areas
such as drug targeting to capitalise on other groups' expertise.
The GlyMab(R) antibodies bind to sugar motifs, rather than peptide
epitopes, found on the surface of glycosylated proteins and lipids
expressed by cancer cells. The Company currently has a pipeline of
five anti-glycan mAbs: SC129, SC134, SC2811, SC88 and SC27 that
target solid tumours including pancreatic, small cell lung,
colorectal and gastric cancers. All of these drug candidates have
now been successfully humanised and are ready for the next stage of
development.
The GlyMab(R) antibodies can be developed into redirecting T
cell bispecific (TCB) antibodies with the potential of entering the
clinical trials providing a promising new therapeutic approach for
treating cancer. TCB antibodies have dual-binding specificity which
crosslinks tumour cells via their glycans with an activating
receptor CD3 on T cells. This results in activation of killer T
cells and tumour cell death. These antibodies are particularly
potent in tumours which have lost the T cell recognition molecule
major histocompatibility antigen or where there is limited T cell
infiltration as they by-pass normal T cell activation pathways and
redirect the host immune system to the tumour. SC134 has now been
successfully developed in the lab as a TCB.
In October 2022, Scancell signed its first commercial license
agreement with Genmab. Genmab were granted a worldwide license to
an anti-glycan monoclonal antibody generated via Scancell's
proprietary GlyMab(R) platform, for the development and
commercialisation of novel therapeutic products. The Company
received GBP5.3 million in up front payment as well as potential
milestone payments of up to $208 million for each product developed
and commercialised, up to a maximum of $624 million if Genmab
develops and commercialises products across all defined modalities.
The Company will also receive low single digit royalties from
Genmab on net sales of all commercialised products.
AvidiMab(R)
AvidiMab(R) is a versatile proprietary platform technology that
can enhance the avidity and thereby the potency of any antibody. To
date, Scancell has used AvidiMab(R) in its internal programmes
to:
-- Engineer the anti-glycan mAbs to improve their ability to directly kill tumour cells.
-- Engineer other mAbs to enhance their potency and/or extend their patent lifetime.
-- Increase the breadth of response and potency of Scancell's ImmunoBody(R) cancer products.
-- Increase the potency of the T cell response in Scancell's
COVID-19 vaccine which in turn should lead to improvements in
long-term protection and immunological memory.
AvidiMab(R) platform successfully applied to internal
programmes, including iSCIB1+ and COVIDITY, and holds potential to
enhance the efficacy of third-party antibodies.
Current Trading
On 31 October 2023, Scancell announced its audited annual
results for the financial year ended 30 April 2023. The Group made
an operating loss for the 12-month period to 30 April 2023 of
GBP11.9 million (12 months ended 30 April 2022: operating loss of
GBP13.3 million). As at 30 April 2023, the Group had net
liabilities of GBP6.2 million (30 April 2022 restated: GBP4.8
million net assets). The Group's cash balance as at 30 April 2023
was GBP19.9 million (30 April 2022: GBP28.7 million). The Company
expects to announce its unaudited interim results for the six
months ended 31 October 2023 in the first quarter of 2024.
Details of the Placing
The Company proposes to raise approximately GBP6 million before
expenses by way of the Placing at the Issue Price.
The Placing is conditional, inter alia, upon:
(i). the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to First Admission; and
(ii). First Admission becoming effective by no later than 8:00
a.m. on 5 December 2023 or such later time and/or date (being no
later than the Placing Final Date) as the Joint Bookrunners and the
Company may agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to them (at the Placees' risk and without interest).
The Placing Shares are not subject to clawback and are not part
of or subject to any condition related to the Open Offer.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Details of the Subscription
The Board Subscribers, being Professor Lindy Durrant and Dr Jean
Michel Cosséry (as Directors), have conditionally agreed to
subscribe for an aggregate amount of GBP80,000 of Subscription
Shares at the Issue Price pursuant to the Subscription Letters. The
Subscription is not underwritten.
The Subscription is conditional, inter alia, upon First
Admission becoming effective by no later than 8.00 a.m. on 5
December 2023 or such later time and/or date as the Board
Subscribers and the Company may agree.
If any of the conditions to the Subscription are not satisfied,
the Subscription Shares will not be issued and any monies received
from the Board Subscribers will be returned to them.
The Subscription Shares are not subject to clawback and are not
part of or subject to any condition related to the Open Offer.
The Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Details of the Open Offer
The Company is proposing to raise up to a further GBP2.0 million
(before expenses) by way of the Open Offer. The Open Offer will be
made on the basis of 1 Open Offer Share for every 45 Existing
Ordinary Shares held by Qualifying Shareholders on the Record Date.
Shareholders subscribing for their full Open Offer Entitlements
will also be invited to apply for additional Open Offer Shares
through an Excess Application Facility. The Open Offer is not
underwritten.
Further details of the Open Offer and the terms and conditions
on which it will be made, including the procedure for application
and payment, will be set out in the Circular and, where relevant,
on the accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects. The other principal
conditions to the Open Offer are:
(i). the Placing Agreement becoming or being declared
unconditional in all respects and not terminated in accordance with
its terms prior to Second Admission; and
(ii). Second Admission becoming effective by no later than 8:00
a.m. on 20 December 2023 or such later time and/or date (being no
later than the Open Offer Final Date) as the Joint Bookrunners and
the Company may agree.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
APPIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023 Annual General Meeting 2.00 p.m. on 29 November
2023
Record Date for entitlement under 6.00 p.m. on 29 November
the Open Offer 2023
Announcement of the Capital Raise 4.35 p.m. on 30 November
2023
Announcement of the Result of 7.00 a.m. on 1 December
the Placing 2023
Publication and posting of the 4 December 2023
Circular and (to Qualifying Non-CREST
Holders only) the Application
Form
Ex-entitlement date for Open 8.00 a.m. on 4 December
Offer 2023
Open Offer Entitlements credited 5 December 2023
to CREST Stock Accounts of Qualifying
CREST Holders
First Admission 8.00 a.m. on 5 December
2023
Recommended last time and date 4.30 p.m. on 12 December
for requesting withdrawal of 2023
Open Offer Entitlements from
CREST for Qualifying CREST Holders
Latest time and date for depositing 3.00 p.m. on 13 December
Open Offer Entitlements into 2023
CREST
Latest time and date for splitting 3.00 p.m. on 14 December
Application Forms (to satisfy 2023
bona fide market claims only)
Latest time and date for acceptance 11.00 a.m. on 18 December
of the Open Offer and receipt 2023
of completed Application Forms
Announcement of the result of 19 December 2023
the Open Offer
Second Admission 8.00 a.m. on 20 December
2023
Open Offer Shares credited to 20 December 2023
CREST members' account in uncertificated
form
Despatch of definitive share Within 14 days of allotment
certificates for Open Offer Shares
in certificated form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
All references to times and dates in this document are to times
and dates in London unless stated otherwise.
APPIX II
Product Governance Disclaimer
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary
Shares are: (a) 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 Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(b) eligible for distribution through all permitted distribution
channels (the "UK target market assessment"). Notwithstanding the
UK 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 UK target market assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK target market
assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the
New Ordinary Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
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.
APPIX III
TERMS & CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY
STIFEL AND WG PARTNERS ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE
"EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION ((EU) 2017/1129, AS AMED FROM
TIME TO TIME) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"); OR (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION,
AS AMED BY THE PROSPECTUS (AMMENT ETC.) (EU EXIT) REGULATIONS 2019,
AND WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED AND SUPPLEMENTED FROM TIME TO TIME)
(THE "UK PROSPECTUS REGULATION") AND WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THE APPICES, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), NOR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED TO, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES
HAS APPROVED OR DISAPPROVED, OR WILL APPROVE OR DISAPPROVE, AN
INVESTMENT IN THE SECURITIES MENTIONED HEREIN, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED, NOR WILL THEY PASS UPON
ORORSE, THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF
THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN
THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
JURISDICTION OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING
SHARES.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Stifel
or WG Partners or any of its or their respective affiliates or any
of its or their respective agents, directors, officers, consultants
or employees which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This Announcement is being distributed and communicated to
persons in the UK only in circumstances to which section 21(1) of
the FSMA does not apply. Subject to certain exceptions, the
securities referred to in this Announcement may not be offered or
sold in any Restricted Jurisdiction or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a
Restricted Jurisdiction.
None of the Company, Stifel or WG Partners or any of its or
their respective affiliates or any of its or their respective
agents, directors, officers, consultants or employees makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
For the purposes of this Appendix, "Relevant Bookrunner" means
either of Stifel or WG Partners.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed: (i) to have read and understood this Announcement,
including the Appendices, in its entirety; and (ii) to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided), the representations, warranties,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, (i) that it understands the resale and transfer
restrictions set out in this Appendix and that the Placing Shares
acquired by it have not been acquired on a non-discretionary basis
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any member state of the EEA or in
the United Kingdom or to which the EU Prospectus Regulation or, as
the case may be, the UK Prospectus Regulation, otherwise applies
other than Qualified Investors (in the case of a member state of
the EEA), Relevant Persons (in the case of the United Kingdom) or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA or (iii) the United Kingdom other than
Qualified Investors, or in the United Kingdom other than Relevant
Persons, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or, as the case may be, the UK
Prospectus Regulation, as having been made to such persons;
and/or
3. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an "offshore transaction" as defined in and
in accordance with Regulation S under the Securities Act ("
Regulation S ") or (ii) a "qualified institutional buyer" (" QIB ")
as defined in Rule 144A under the Securities Act (" Rule 144A
").
The Company and each of the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. No action has been taken by the Company or the Joint
Bookrunners that would permit an offering of such securities or
possession or distribution of this document or any other offering
or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. This
Announcement and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, Canada, Australia, New Zealand, Japan or the
Republic of South Africa or in any jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of the Placing
Shares is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S.
The Placing Shares have not been approved or disapproved, nor
will they be approved or disapproved, by the US Securities and
Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed, nor will they pass
upon or endorse, the merits of the Placing or the accuracy or
adequacy of the contents of this Announcement. Any representation
to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, New Zealand, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM, the market operated by the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
Bookbuild
The Joint Bookrunners will today commence an accelerated
bookbuilding process to determine demand for participation in the
Placing by potential Placees. The Joint Bookrunners and the Company
shall be entitled to effect the Placing by such alternative method
to the Bookbuild as they may, in their sole discretion
determine.
Details of the Placing
The Joint Bookrunners have entered into the Placing Agreement
with the Company under which the Joint Bookrunners have severally
(and not jointly or jointly and severally) agreed, on the terms and
subject to the conditions set out therein, undertaken to use their
reasonable endeavours to procure, as the Company's placing agent
and joint bookrunner for the purpose of the Placing, subscribers
for the Placing Shares at the Issue Price.
The final number of Placing Shares will be decided at the close
of the Bookbuild following the execution of the terms of the
Placing by the Company and the Joint Bookrunners (the "Term
Sheet").
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Joint Bookrunners including
as to the accuracy of information contained in this Announcement
and to be contained in the Circular, to matters relating to the
Company and its business and a customary indemnity given by the
Company to the Joint Bookrunners in respect of liabilities arising
out of or in connection with the Placing and/or Admissions.
The Company is also separately making an Open Offer of such
number of New Ordinary Shares as will be set out in the
Circular.
The Capital Raise is conditional upon, inter alia:
a) the Circular being sent to Qualifying Shareholders and (for
information only) to Excluded Overseas Shareholders who have
notified an address in the United Kingdom for the service of
documents in accordance with the Articles. A copy of the Circular
will be available from the Company's website at www.scancell.co.uk
;
b) First Admission becoming effective; and
c) the obligations of the Joint Bookrunners under the Placing
Agreement not having been terminated in accordance with its
terms.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement.
The Placing Shares will, as from the date when they are issued,
be fully paid or credited as fully paid and will rank pari passu in
all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions declared
(if any), made or paid on or in respect of the Ordinary Shares
after the relevant date of issue of the Placing Shares.
Lock up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 120 days after
the Second Admission (or First Admission in the event Second
Admission does not occur) without the prior written consent of the
Joint Bookrunners (such consent not to be unreasonably withheld or
delayed). That agreement is subject to (i) the customary exception
of granting options under, and allotting and issuing Ordinary
Shares in the ordinary course pursuant to, the Company's existing
share schemes and (ii) an exception relating to any allotment or
issue of Ordinary Shares pursuant to the conversion of the
Convertible Loan Notes.
Application for admission to trading
Application will be made to the London Stock Exchange for First
Admission. It is expected that settlement of the Placing Shares
will take place and First Admission will become effective on or
around 5 December 2023 and that dealings in the Placing Shares will
commence at that time.
Participation in, and principal terms of, the Placing
1. Each Joint Bookrunner is arranging the Placing as placing
agent and joint bookrunner of the Company for the purpose of using
its reasonable endeavours to procure Placees at the Issue Price for
the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners and their respective
affiliates may participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
4. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Issue Price. The number of
Placing Shares to be issued will be agreed between Stifel, WG
Partners and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or email to their usual sales
contact at one of the Joint Bookrunners. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price which is ultimately established by
the Company and the Joint Bookrunners. Bids may be scaled down by
the Joint Bookrunners on the basis referred to in paragraph 9
below.
6. The timing of the closing of the Bookbuild will be at the
discretion of the Joint Bookrunners. The Company reserves the right
(upon agreement with the Joint Bookrunners) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
7. Each Placee's allocation will be confirmed to Placees orally
or by email by the relevant Joint Bookrunner, and evidenced by a
trade confirmation or contract note which will be dispatched as
soon as practicable thereafter. The terms of this Appendix will be
deemed incorporated by reference therein. The oral or email
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of the Joint Bookrunners and the Company, under
which it agrees to acquire the number of Placing Shares allocated
to it at the Issue Price on the terms and conditions set out in
this Appendix and in accordance with the Company's articles of
association. Except as required by law or regulation, no press
release or other announcement will be made by Stifel, WG Partners
or the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Issue Price.
9. Subject to paragraphs 5 and 6 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at their discretion (in agreement with
the Company) and may scale down any bids for this purpose on such
basis as they may determine. The Joint Bookrunners may also,
notwithstanding paragraphs 5 and 6 above, subject to the prior
consent of the Company: (a) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time; and (b) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time.
10. The allocation of Placing Shares to Placees located in the
United States (each, a "US Placee") shall be conditional on the
execution by each US Placee of a US Investor Representation Letter
in the form provided to it by one of the Joint Bookrunners or their
respective affiliates.
11. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to the Joint Bookrunners, to pay in
cleared funds immediately on the settlement date (or as separately
agreed with the Joint Bookrunners in the case of certificated
settlement), in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the
Issue Price and the number of Placing Shares such Placee has agreed
to take up and the Company has agreed to allot.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the times and on the basis explained below under
"Registration and Settlement".
13. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, inter alia, the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
14. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
15. To the fullest extent permissible by law, none of the
Company, the Joint Bookrunners or any of their respective
affiliates shall have any responsibility or liability (whether in
contract, tort or otherwise) to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) under these
terms and conditions. In particular, none of the Company, the Joint
Bookrunners or any of their respective affiliates shall have any
liability (whether in contract, tort or otherwise and including, to
the fullest extent permissible by law, any fiduciary duties) in
respect of the Joint Bookrunners' conduct of the Bookbuild or
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and the Joint Bookrunners shall have no liability to the Placees
for the failure of the Company to fulfil those obligations.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, inter
alia:
a) the Company allotting, subject only to First Admission, the
Placing Shares in accordance with the Placing Agreement; and
b) First Admission taking place not later than 8:00 a.m. (London
time) on 5 December 2023 or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners, not being
later than 8:00 a.m. on the Placing Final Date.
If (i) any of the conditions contained in the Placing Agreement
in respect of the Placing Shares are not fulfilled or waived by the
Joint Bookrunners by the time or date where specified (or such
later time or date as the Company and the Joint Bookrunners may
agree, not being later than the Placing Final Date), or (ii) the
Placing Agreement is terminated as described below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. For the avoidance of doubt the Placing shall
not be conditional on the Open Offer being subscribed for by
Qualifying Shareholders.
Each Joint Bookrunner may, in its absolute discretion, waive, or
extend the period (up to the Placing Final Date) for, compliance by
the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that certain conditions, including but not limited to First
Admission taking place and the Company allotting the Placing Shares
subject only to First Admission may not be waived and the period
for compliance with such conditions may not be extended. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Joint Bookrunners or the Company, nor any of their
respective affiliates, agents, directors, officers, consultants or
employees, shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Stifel
and WG Partners.
Right to terminate under the Placing Agreement
Stifel and WG Partners are severally entitled in their absolute
discretion, at any time before First Admission, to terminate the
Placing Agreement by giving notice to the Company in the following
circumstances:
(a) in the opinion of that Relevant Bookrunner (acting in good
faith), the warranties given by the Company to the Joint
Bookrunners are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were
repeated at any time before First Admission) by reference to the
facts subsisting at the time when the notice referred to above is
given; or
(b) in the opinion of that Relevant Bookrunner (acting in good
faith), the Company fails to comply with any of its obligations
under the Placing Agreement and that failure is material in the
context of the Placing, the Subscription, the Open Offer and/or the
Admissions;
(c) a matter having arisen in respect of which indemnification
may be sought from the Company under the indemnity included in the
Placing Agreement;
(d) the application for First Admission having been withdrawn or rejected;
(e) in the opinion of that Relevant Bookrunner (acting in good
faith), there has been a development or event (or any development
or event involving a prospective change of which the Company is or
might reasonably be expected to be, aware) which will or is likely
to have a material adverse effect on or affecting the operations,
the condition (financial, operational, legal or otherwise),
prospects, management, results of operations, financial position,
business or general affairs of the Company or the Group
respectively whether or not foreseeable and whether or not arising
in the ordinary course of business; or
(f) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law; a material
deterioration in, or material escalation in the response to the
COVID-19 pandemic; a suspension or material limitation in trading
of securities generally on any stock exchange; any change in
currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking,
in each case as would be likely in the opinion of that Relevant
Bookrunner (acting in good faith) to materially prejudice the
success of the Placing, the Subscription, the Open Offer and/or the
Admissions.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by either Joint Bookrunner of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of that Joint Bookrunner, and that it need not
make any reference to Placees and that it shall have no liability
to Placees whatsoever in connection with any such exercise or
decision not to exercise. Placees will have no rights against
Stifel, WG Partners, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including the Appendices) and the Exchange
Information. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company, the Joint
Bookrunners, or any other person and neither the Joint Bookrunners,
the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Joint Bookrunners, the
Company, or their respective officers, directors, consultants,
employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor the Joint Bookrunners is making
any undertaking or warranty to any Placee regarding the legality of
an investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B63D3314 ) following First Admission will take place within
CREST, provided that, subject to certain exceptions, the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to
Stifel (as agent for the Company) and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place
with Stifel. Settlement will be through Stifel against CREST
participant account: 2304200 (CREST ID: 2OQAN). For the avoidance
of doubt, Placing allocations are expected to be booked with a
trade date of 30 November 2023 and settlement date of 5 December
2023 on a T+2 basis in accordance with the instructions set out in
the trade confirmation.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Stifel as agent for the
Company and the Relevant Bookrunner will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
If a Placee wishes to receive its Placing Shares in certificated
form, it should contact Stifel (+44(0)20 7710 7675) or WG Partners
(+44 ( 0) 20 3705 9321) as soon as possible after receipt of the
allocation confirmation.
Placees who wish to receive their Placing Shares in certificated
form are expected to receive their certificates for their Placing
Shares within 14 days of allotment, provided payment in full has
been made.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the Sterling
Overnight Index Average (SONIA) as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Joint Bookrunners' account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
each Joint Bookrunner (as agent for the Company) on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares to the Relevant
Bookrunner, each Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which each Joint
Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the Joint
Bookrunners, namely that, each Placee (and any person acting on
such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including the Appendices, in its entirety and that
its subscription of Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and not in reliance on any information given or
any representations, warranties or statements made at any time by
any person in connection with the Admissions, the Company, the
Placing, the Open Offer or otherwise, other than the information
contained in this Announcement and undertakes not to redistribute
or duplicate this Announcement or any part of it;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively, " Exchange Information "), which includes a
description of the nature of the Company's business, the Company's
most recent balance sheet and profit and loss account and similar
statements published in preceding years and that the Placee is able
to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
4. acknowledges that none of the Joint Bookrunners, the Company,
any of their respective affiliates or any person acting on behalf
of any of them has provided it, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of the Joint
Bookrunners, the Company, their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information and has read and understood the Exchange
Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of the
Joint Bookrunners, their respective affiliates, agents, directors,
officers, consultants or employees, or any person acting on its or
their behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by the
Joint Bookrunners, the Company or any of their respective
affiliates, agents, directors, officers, consultants or employees
or any person acting on behalf of any of them, or, if received, it
has not relied upon any such information, representations,
warranties or statements (including any management presentation
that may have been received by any prospective Placee or any
material prepared by the research departments of either Joint
Bookrunner (the views of such research departments not representing
and being independent from those of the Company and the corporate
finance departments of each of the Joint Bookrunners and not being
attributable to the same)), and neither Joint Bookrunner, nor the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it may not place the same
degree of reliance on this Announcement as it may otherwise place
on a prospectus or admission document. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and it will not
rely on any investigation that the Joint Bookrunners, their
affiliates, agents, directors, officers, consultants or employees
or any other person acting on its or their behalf has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any 'inside information' as defined in the EU Market
Abuse Regulation (Regulation 596/2014/EU) as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended and supplemented from time to time) (" UK MAR ") concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that the Joint Bookrunners do not have any
duties or responsibilities to it, or its clients, similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook in the FCA's Handbook
of Rules and Guidance and that the Joint Bookrunners are not acting
for it or its clients and that the Joint Bookrunners will not be
responsible for providing protections to it or its clients;
8. acknowledges that none of the Joint Bookrunners, any of their
respective affiliates, agents, directors, officers, consultants or
employees or any person acting on behalf of them has or shall have
any liability for the Exchange Information, any publicly available
or filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
9. acknowledges that neither of the Joint Bookrunners, their
respective ultimate holding company nor any direct or indirect
subsidiary undertakings of such holding company, nor any of their
respective affiliates, agents, directors, officers, consultants or
employees shall be liable to Placees for any matter arising out of
the Joint Bookrunners' role as placing agent or otherwise in
connection with the Placing and that where any such liability
nevertheless arises as a matter of law each Placee will immediately
waive any claim against any of such persons which you may have in
respect thereof;
10. acknowledges that the Placing Shares offered and sold in the
United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act and agrees that it will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction complying with Rule 903 or
904 of Regulation S under the Securities Act; (ii) in the United
States to QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144
under the Securities Act (if available); (iv) pursuant to another
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, in each case in
compliance with all applicable securities laws of the United States
or any state or other jurisdiction of the United States; or (v)
pursuant to an effective registration statement under the
Securities Act and that, in each such case, such offer, sale,
pledge or transfer will be made in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States;
11. acknowledges that the Placing Shares are being offered and
sold by or on behalf of the Company (i) outside the United States,
in "offshore transactions" as defined in, and in accordance with,
Regulation S and (ii) inside the United States, only to persons
reasonably believed to be QIBs in transactions not involving a
public offering within the meaning of Section 4(a)(2) of the
Securities Act or that are otherwise exempt from or not subject to
the registration requirements of the Securities Act. It and the
prospective beneficial owner of the Placing Shares are, and at the
time the Placing Shares are subscribed for will be, either: (i)
outside the United States and subscribing for the Placing Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) a QIB which has agreed to be bound to the
terms of the US Investor Representation Letter in the form provided
to it by one of the Joint Bookrunners or its affiliates. In
addition, with respect to (ii) above, it further acknowledges: (a)
it is subscribing for the Placing Shares for its own account or for
one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB; (b) it is
subscribing for the Placing Shares for investment purposes only and
not with a view to any distribution or for resale in connection
with the distribution thereof, in whole or in part, in the United
States; and (c) it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
12. represents and warrants that it is not acquiring any of the
Placing Shares as a result of any form of "general solicitation" or
"general advertising" (within the meaning of Rule 502(c) of
Regulation D under the Securities Act) or any form of "directed
selling efforts" (as defined in Regulation S);
13. unless otherwise specifically agreed in writing with the
Joint Bookrunners, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Canada, Australia, New Zealand, Japan or the Republic of South
Africa;
14. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
15. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
16. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on Payer) Regulations 2017 and any related
rules, regulations or guidelines issued, administered or enforced
by any government agency having jurisdiction in respect thereof;
and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the US
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the " Regulations "); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to each Joint Bookrunner such evidence, if any, as
to the identity or location or legal status of any person which the
Joint Bookrunners may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by the Joint Bookrunners on the basis that any failure by
it to do so may result in the number of Placing Shares that are to
be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in their sole discretion;
17. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, or Article 5(1) of the UK
Prospectus Regulation represents and warrants that the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA as the case may be or the United Kingdom or to which the
EU Prospectus Regulation (in the case of a member state of the EEA)
or the UK Prospectus Regulation (in the case of the United Kingdom)
otherwise applies other than Qualified Investors in a member state
in the EEA or Relevant Persons in the United Kingdom, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the offer or resale;
18. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA
prior to First Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any
member state);
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom prior to First Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus
Regulation (including any relevant implementing measure in the
United Kingdom);
20. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
21. represents and warrants that it has complied and will comply
with all applicable provisions of UK MAR and the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
22. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing,
represents and warrants that it is a Qualified Investor;
23. if in the United Kingdom, represents and warrants that it is
a Relevant Person or to whom this Announcement may otherwise be
lawfully communicated;
24. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
25. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by either of the Joint Bookrunners;
26. if it is acting as a "distributor" (for the purposes of the
UK Product Governance Requirements):
26.1 it acknowledges that the UK target market assessment
undertaken by the Joint Bookrunners does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; 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 Placing Shares and
each distributor is responsible for undertaking its own UK target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels;
26.2 notwithstanding any UK target market assessment undertaken
by the Joint Bookrunners, it confirms that, other than where it is
providing an execution-only service to investors, it has satisfied
itself as to the appropriate knowledge, experience, financial
situation, risk tolerance and objectives and needs of the investors
to whom it plans to distribute the Placing Shares and that is has
considered the compatibility of the risk/reward profile of such
Placing Shares with the end target market; and
26.3 it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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;
27. if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements):
27.1 it acknowledges that the Target Market Assessment
undertaken by the Joint Bookrunners 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 Placing Shares and each distributor
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels;
27.2 notwithstanding any Target Market Assessment undertaken by
the Joint Bookrunners, it confirms that, other than where it is
providing an execution-only service to investors, it has satisfied
itself as to the appropriate knowledge, experience, financial
situation, risk tolerance and objectives and needs of the investors
to whom it plans to distribute the Placing Shares and that is has
considered the compatibility of the risk/reward profile of such
Placing Shares with the end target market; and
27.3 it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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;
28. it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
29. undertakes that it (and any person acting on its behalf)
will make payment to the Relevant Bookrunner for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as the Joint
Bookrunners may in their sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify the Joint Bookrunners on demand for any shortfall below
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear the liability for any
stamp duty or stamp duty reserve tax or security transfer tax
(together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
30. acknowledges that none of the Joint Bookrunners, any of
their respective affiliates, or any person acting on behalf of it
or any of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be treated for these
purposes as a client of either Joint Bookrunner and that neither
Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to their clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
31. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither of the Joint
Bookrunners, nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company and the Relevant Bookrunner in
respect of the same on the basis that the Placing Shares will be
credited to the CREST stock accounts of the Relevant Bookrunner who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
32. the exercise by any (or all) of the Joint Bookrunners of any
right or discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and the relevant
Bookrunner need not have any reference to the Placee and shall have
no liability to the Placee whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Joint Bookrunners,
the Company or any of their respective affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise;
33. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or either Joint Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
34. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
35. agrees that the Company, the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint
Bookrunners on their own behalf and on behalf of the Company and
are irrevocable and are irrevocably authorised to produce this
Announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby;
36. agrees to indemnify on an after-tax basis and hold the
Company, the Joint Bookrunners and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
37. acknowledges that no action has been or will be taken by any
of the Company, the Joint Bookrunners or any person acting on
behalf of the Company or the Joint Bookrunners that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
38. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
39. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
40. acknowledges that the Joint Bookrunners, or any of their
respective affiliates acting as an investor for its own account may
take up shares in the Company and in that capacity may retain,
purchase or sell for their own account such shares and may offer or
sell such shares other than in connection with the Placing;
41. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
42. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Joint
Bookrunners and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which none of the Company or the
Joint Bookrunners will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company or the Joint Bookrunners has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Joint Bookrunner owes any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with either Joint Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the
Relevant Bookrunner's money in accordance with the client money
rules and will be used by the Relevant Bookrunner in the course of
its own business and the Placee will rank only as a general
creditor of the Relevant Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPIX IV
DEFINITIONS [1]
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Admissions " means the First Admission and Second
Admission;
"AIM " means the market of that name operated by the London
Stock Exchange;
"AIM Rules " means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
amongst other things, admission to AIM and the continuing
obligations of AIM companies;
"Announcement " means this announcement (including the
appendices to this announcement);
"Appendices" means the appendices to this announcement;
"Application Form " means the personalised application form
which will accompany the Circular on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open
Offer;
"Articles " means the articles of association of the
Company;
"August 2020 Convertible Loan Notes" means the unsecured
convertible loan notes issued in August 2020 with an outstanding
aggregate principal amount of GBP1,747,166 due in August 2025,
issued by the Company pursuant to a deed dated 12 August 2020 and
amended pursuant to a deed of amendment dated 27 October 2021;
"Board" or "Directors" means the Company's board of
directors;
"Board Subscribers" means Dr Jean-Michel Cosséry (Non-Executive
Chairman) and Professor Lindy Durrant (Chief Executive Officer and
Executive Director);
"Bookbuild " means the accelerated bookbuilding process to be
carried out by Stifel and WG Partners in seeking to procure Placees
for the Placing Shares;
"Capital Raise" means the Placing, the Subscription and the Open
Offer, taken together;
"Circular " means the circular to be issued by the Company to
Qualifying Shareholders and (for information only) to Excluded
Overseas Shareholders who have notified an address in the United
Kingdom for the service of documents in accordance with the
Articles including, amongst other things, details and terms of the
Open Offer and attaching, to Qualifying Non-CREST Shareholders, the
Application Form;
"COBS" means the FCA Handbook Conduct of Business
Sourcebook;
"Company " or "Scancell" means Scancell Holdings plc, registered
in England and Wales with number 06564638, whose registered office
is at Bellhouse Building, Sanders Road, Oxford Science Park, Oxford
OX4 4GD, United Kingdom;
"Company's Annual Report and Accounts" means the reports and
accounts produced by the Company for the period ended 30 April
2023;
"Convertible Loan Notes" means the August 2020 Convertible Loan
Notes and the November 2020 Convertible Loan Notes;
"CREST " means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & International
Limited is the Operator (as defined in the CREST Regulations);
"CREST Regulations " means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
"Directors' Related Party Transaction" means the conditional
subscription of an aggregate of 727,274 Subscription Shares in the
subscription by certain of the Directors, being Dr Jean-Michel
Cosséry (Non-Executive Chairman) and Professor Lindy Durrant (Chief
Executive Officer and Executive Director);
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"Excess Application Facility " means the arrangement pursuant to
which Qualifying Shareholders may apply for additional Open Offer
Shares in excess of their Open Offer Entitlement in accordance with
the terms and conditions of the Open Offer;
"Exchange Information " means certain business and financial
information that is required to be published by the Company in
accordance with the AIM Rules;
"Excluded Overseas Shareholders " means Shareholders with
registered addresses in or who are resident in a Restricted
Jurisdiction;
"Existing Ordinary Shares " means the Ordinary Shares in issue
as at the date of this Announcement;
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"First Admission" means the proposed admission of the Placing
Shares and the Subscription Shares to trading on AIM becoming
effective in accordance with the AIM Rules;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiaries and subsidiary
undertakings from time to time including, where the context
requires, any one or more of such companies;
"Issue Price" means the issue price of 11 pence per New Ordinary
Share;
"Joint Bookrunners" means, together, Stifel and WG Partners;
"London Stock Exchange" means London Stock Exchange plc;
"MiFID II" means the EU Directive 2014/65/EU on markets in
financial instruments, as amended;
"MiFID II Product Governance Requirements" means the product
governance requirements contained within: (a) MiFID II; (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures;
"New Ordinary Shares" means, together, the Placing Shares, the
Subscription Shares and the Open Offer Shares;
"November 2020 Convertible Loan Notes" means the unsecured
convertible loan notes issued in November 2020 in denomination of
GBP1 in principal amount due in November 2025 with an aggregate
value of GBP17,900,748 pursuant to a deed dated 10 November 2020
and amended pursuant to a deed of amendment dated 27 October
2021;
"Open Offer" means the conditional invitation to Qualifying
Shareholders to apply to subscribe for Open Offer Shares at the
Issue Price on the terms and subject to the conditions to be set
out in the Circular and, in the case of Qualifying Non-CREST
Shareholders only, the Application Form;
"Open Offer Entitlements " means entitlements of Qualifying
Shareholders to apply to subscribe for Open Offer Shares, allocated
to Qualifying Shareholders on the Record Date pursuant to the Open
Offer;
"Open Offer Final Date" means such time or date as the Company
and the Joint Bookrunners may agree, not being later than 8.00 a.m.
on 29 December 2023;
"Open Offer Shares" means such number of new Ordinary Shares as
will be set out in the Circular, to be offered to Qualifying
Shareholders;
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended);
"Ordinary Shares" means the ordinary shares of nominal value 0.1
pence each in the capital of the Company;
"Placee" means a person who is invited to and who chooses to
participate in the Placing, by making (or on whose behalf there is
made) an oral or written offer to subscribe for Placing Shares;
"Placing" means the conditional placing of the Placing Shares at
the Issue Price with Placees in order to raise approximately GBP6
million pounds, on behalf of the Company, pursuant to the Placing
Agreement;
"Placing Agreement" means the placing agreement dated the date
of this Announcement between the Company and the Joint Bookrunners
in respect of the Capital Raise;
"Placing Final Date" means such time or date as the Company and
the Joint Bookrunners may agree, not being later than 8.00 a.m. on
12 December 2023;
"Placing Shares" means such number of new Ordinary Shares which
will be established by the Bookbuild and set out in the executed
Term Sheet;
"QIB" means qualified institutional buyer as defined in Rule
144A under the Securities Act;
"Qualified Investors" means persons in member states of the EEA
who are qualified investors within the meaning of Article 2(E) of
the EU Prospectus Regulation;
"Qualifying CREST Shareholders" means Qualifying Shareholders
holding Ordinary Shares in uncertificated form in CREST at the
Record Date;
"Qualifying Non-CREST Shareholders" means Qualifying
Shareholders holding Ordinary Shares in certificated form at the
Record Date;
"Qualifying Shareholders" means Qualifying Non-CREST
Shareholders and Qualifying CREST Shareholders (but excluding any
Shareholders with registered addresses in or who are resident in a
Restricted Jurisdiction);
"Record Date " means close of business on 29 November 2023;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means regulatory information
service that is on the list of approved regulatory information
services maintained by the FCA;
"Relevant Bookrunner" means, for the purposes of Appendix III,
either of Stifel Nicolaus Europe Limited or WG Partners LLP;
"Relevant Persons" means persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of
investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating
to investments and are: (a) persons in member states of the EEA who
are qualified investors within the meaning of the EU Prospectus
Regulation; or (b) in the United Kingdom, qualified investors
within the meaning of the UK Prospectus Regulation and who are
persons who: (i) have professional experience in matters relating
to investments falling within article 19(5) of the Order; (ii) are
persons falling within article 49(2)(a) to (d) of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated;
"Restricted Jurisdiction" means each and any of the United
States, Australia, New Zealand, Canada, the Republic of South
Africa, Japan or any other jurisdiction where the extension or the
availability of the Placing or the Open Offer would breach any
applicable law or regulation;
"Rule 144A" means Rule 144A under the Securities Act;
"Second Admission" means the proposed admission of the Open
Offer Shares to trading on AIM becoming effective in accordance
with the AIM Rules;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Shareholders" means holders of Ordinary Shares;
"Stifel" means Stifel Nicolaus Europe Limited, a private limited
company incorporated and registered in England and Wales under
company registration number 03719559, the registered office of
which is at 4th Floor, 150 Cheapside, London EC2V 6ET, United
Kingdom ;
"Subscription" means the subscription for the Subscription
Shares by the Board Subscribers pursuant to the Subscription
Letters ;
"Subscription Letters" means the subscription letters entered
into between the Company and each of the Board Subscribers on 30
November 2023 pursuant to which the Board Subscribers have
conditionally agreed to subscribe for the Subscription Shares;
"Subscription Shares" means the 727,274 new Ordinary Shares
subscribed for by the Board Subscribers at the Issue Price pursuant
to the Subscription Letters ;
"Target Market Assessment" means the 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;
"Term Sheet" means those terms of the Placing in the form set
out in the Placing Agreement to be executed by the Company and the
Joint Bookrunners following the close of the Bookbuild;
"UK MAR" means EU Market Abuse Regulation (Regulation
596/2014/EU) as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended
and supplemented from time to time);
"UK Product Governance Requirements" means the product
governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook;
"UK Prospectus Regulation" means the EU Prospectus Regulation,
as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations
2019, and which forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time).
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"UK target market assessment" means the product approval
process, which has determined that the Placing Shares are: (a)
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 Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (b) eligible for
distribution through all permitted distribution channels;
"US Investor Representation Letter" means the letter in the form
provided by one of the Joint Bookrunners or its affiliates for
Placees in the United States;
"US Placee" means Placees located in the United States;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
"WG Partners" means WG Partners LLP, a limited liability
partnership registered in England and Wales under registration
number OC369354, whose main place of business is at 85 Gresham
Street, London EC2V 7NQ, United Kingdom.
[1] Note to draft: Definitions to be kept under review.
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END
IOENKKBKOBDDDDN
(END) Dow Jones Newswires
November 30, 2023 12:03 ET (17:03 GMT)
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