ETX E-therapeutics Plc

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

e-therapeutics plc  

("e-therapeutics" or "ETX" or the "Company") 

Proposed fundraise of £28.90 million by way of a Share Subscription

Proposed cancellation of admission of Ordinary Shares to trading on AIM

and Notice of General Meeting

London, UK, 10 April 2024 - e-therapeutics plc (AIM: ETX), a company integrating computational power and biological data to discover life-transforming RNAi medicines, today announces:

-     a proposed fundraise of £28.90 million before expenses by way of a subscription for 192,666,667 new ordinary shares of 0.1p each ("Ordinary Shares") in the Company (the "Subscription Shares") at a price of 15p per Ordinary Share (the "Subscription Price") by funds managed by M&G Investment Management Limited ("M&G") and Richard Griffiths and his controlled undertakings ("Richard Griffiths") (together the "Subscribers"), existing shareholders of the Company (the "Subscription"); and

-     the proposed cancellation of admission of its Ordinary Shares to trading on AIM ("Cancellation").

The Company has a current cash position of approximately £18 million and the gross proceeds from the proposed fundraise of £28.90 million will considerably strengthen its balance sheet. In addition, the Company has an intention to cancel its admission to AIM and subsequently explore the option of listing on NASDAQ in due course.

The Subscription and the Cancellation are conditional upon, inter alia, shareholder approval which will be sought at a forthcoming general meeting to be held at 12:30 p.m. on 29 April 2024 at the Company's office at Unit 4B, Floor 4, 4 Kingdom Street, Paddington Central, London, W2 6BD ("General Meeting"). The Company will therefore be posting a circular to shareholders ("Circular") convening the general meeting and seeking shareholder authority in relation to the proposed Subscription (the "Share Authority Resolutions") and Cancellation (the "Cancellation Resolution") later today. The Company has received irrevocable undertakings from the Subscribers, representing approximately 46.68 per cent. of the Company's existing Ordinary Shares (the "Existing Ordinary Shares"), to vote in favour of the Share Authority Resolutions and the Cancellation Resolution (together, the "Resolutions"). Additionally, the Directors have indicated their intention to vote their entire holdings in favour of the Resolutions which amount to interests in 52,735,562 Ordinary Shares, representing approximately 9.0 per cent. of the Existing Ordinary Shares.

The Circular will set out the background to and reasons for the proposed Cancellation, additional information on the implications of the Cancellation for the Company and its shareholders and why the Board believes it to be in the best interests of the Company and of the shareholders as a whole.

Ali Mortazavi, CEO of e-therapeutics plc, said:

"For over a year, the Board has been contemplating delisting from the AIM market. However, given the dramatic rise in the US biotech indices in Q3 2023 which has seen record amounts of capital being raised, we decided to remain on the AIM market and embarked on a capital raise roadshow in February-March 2024. Despite the firm commitments given by our two largest shareholders, the Board was extremely disappointed by the lack of institutional UK interest in our innovative, technology-driven value propositions. Importantly, ETX struggled to get sufficient engagement from the vast majority of the institutions who were approached, reflecting the risk appetite of the UK markets. This trend has been a consistent theme over the last four years and the Company has primarily raised funds through the current two key shareholders, who continue to support the Company irrespective of its listing status. As such, we believe that there is a limited available audience on the AIM market for companies such as ETX.

"The Board believes that the current valuation of ETX in no way reflects the Company's position as a leading TechBio company, with powerful enabling technologies both on our computational and genetic medicines platforms, and a maturing pipeline of differentiated RNAi assets. ETX is active and has specialist expertise in the most disruptive and attractive areas in biotech. However, it is the Board's view that there could be a far larger pool of capital available as an unlisted company as opposed to an AIM listed one and that this situation is very unlikely to change in the near future.

"We understand that there will be a short-term reduction in liquidity as a result of this decision but we are of the firm belief that it is in the best interest of all shareholders to delist from the AIM market, with a strong cash position of approximately £47 million following this fundraise. We have also stated our willingness to explore relisting the Company in the future on the US NASDAQ exchange where the large gap in the valuation of ETX compared to its US peers can hopefully be narrowed. I would also like to take this opportunity to thank both Richard Griffiths and M&G for their continued support and we look forward to regularly updating shareholders on our progress."

Information on the Subscription

The Subscription and Related Party Transactions

The Company has conditionally raised gross proceeds of £28.90 million through the issue of 192,666,667 Subscription Shares at the Subscription Price to M&G and Richard Griffiths pursuant to the terms of the Subscription Letters. The Subscription Price of 15 pence represents a premium of approximately 30 per cent. to the closing mid-market price of 11.55 pence per Ordinary Share on 8 April 2024, the latest practicable date prior to the publication of the Circular.

The Subscription is, inter alia, conditional upon the passing of the Share Authority Resolutions at the General Meeting and regulatory approval. Specifically, the Subscription by M&G is conditional upon clearance under the National Security and Investment Act 2021 ("NSIA"), by either the Secretary of State: (i) having notified the parties pursuant to the NSIA that no further action will be taken in relation to the Subscription; or (ii) making a final order under the NSIA in respect of the Subscription, the provisions of which would allow completion of the Subscription on terms reasonably satisfactory to M&G. The Richard Griffiths Subscription and the M&G Subscription are each conditional on the occurrence of the other, so the intention is that they will complete at the same time.

M&G and Richard Griffiths are both substantial shareholders (as defined in the AIM Rules for Companies) in the Company, therefore each of their subscriptions are deemed to be related party transactions under the AIM Rules. Accordingly, the directors who are independent of both M&G and Richard Griffiths, being Ali Mortazavi and Trevor Jones, consider, having consulted with the Company's nominated adviser, SP Angel, that the terms of the participation of each of M&G and Richard Griffiths in the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Michael Bretherton is a director of certain entities that are controlled undertakings of Richard Griffiths and he is not, therefore, deemed independent of the Richard Griffiths Subscription given his association with Richard Griffiths. 

 Use of proceeds

With a current cash position of approximately £18 million together with gross proceeds from the fundraise of £28.90 million, the Company will advance multiple GalOmic™ pipeline assets towards the clinic and initiate clinical trials on one program. The Company also plans to use the proceeds to keep its early pipeline well populated by pursuing further candidates. The strengthened cash position will enable the accelerated development and integration of cutting-edge AI systems into HepNet™. Additionally, the Company will explore the option of listing on NASDAQ in due course, if it is felt that the Company has made sufficient progress and that such a course of action would be beneficial. There is no certainty that such a listing will be achievable in any given time frame.

Subscribers and participation by the Subscribers in the Subscription

The Company's largest Shareholder is Richard Griffiths, who currently is interested in, in aggregate, 170,889,967 Ordinary Shares, held both directly and through his controlled undertakings, representing approximately 29.25 per cent. of the Existing Ordinary Shares. The Company's second largest Shareholder is M&G which is currently interested in, in aggregate, 101,875,000 Ordinary Shares on behalf of clients representing approximately 17.43 per cent. of the Existing Ordinary Shares. The aggregate interests of the Subscribers comprise 272,764,967 Ordinary Shares representing approximately 46.68 per cent. of the Existing Ordinary Shares.

Richard Griffiths has subscribed for 61,666,667 Subscription Shares pursuant to the Subscription. M&G has subscribed for 131,000,000 Subscription Shares pursuant to the Subscription.

The table below sets out the proposed participation in the Subscription, along with current shareholdings of the Subscribers as well as their resulting interests in the Ordinary Shares of the Company.

The Company is grateful for the continued support of its Shareholders, and in particular the Subscribers. Following Cancellation, the Directors are conscious that certain protections expected for substantial minority shareholders in a non-listed company might differ from the norms of governance applicable to a company publicly traded on AIM. In particular, pursuant to the terms of the Subscription Letters, the Company has agreed with each Subscriber separately to:

·      provide limited representations and warranties in relation to the affairs of the Company;

·      provide each Subscriber with certain agreed financial information on a recurring basis (e.g. monthly management accounts and periodic accounts);

·      provide each Subscriber with a right to nominate up to two non-executive directors to the board of the Company for so long as that Subscriber holds at least 15 per cent. of the existing issued share capital of the Company from time to time, or one non-executive director while that Subscriber holds at least 5 per cent. of the existing issued share capital of the Company from time to time); and

·      enter into good faith negotiations to agree such protections for the Subscribers as are customary for a significant minority shareholder in a company of a similar nature to the Company, which shall include (without limitation) customary veto rights for that Subscriber in respect of certain matters undertaken by the Company (subject always to obtaining requisite shareholder approval should any such proposals involve, for example, any amendment to the Company's articles of association).

Admission, settlement and dealings

If the Cancellation Resolution is passed, no application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. An application will only be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM should the Cancellation Resolution not be passed.

Following the allotment and issue of the Subscription Shares, the Company's enlarged issued share capital will comprise 777,002,154 Ordinary Shares of 0.1 pence each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules, whilst the Company remains listed on AIM.

Upon their issue, the Subscription Shares will represent approximately 24.80 per cent. of the Enlarged Share Capital.

The Subscription Shares will, upon their issue, rank pari passu with the Existing Ordinary Shares.

Information on the Cancellation

Background to and reasons for the Cancellation

ETX integrates computational power and biological information to discover life-transforming RNAi medicines. The Company's technology uses computation to model human biology, identify novel targets, and develop RNAi medicines against those targets that can be rapidly progressed to the clinic.  

ETX's proprietary HepNet™ platform enables the generation and analysis of biological network models, providing a novel and mechanistic approach to drug discovery. This approach explicitly considers the true complexity of biology to make more reliable predictions from large complex data sets and ETX's proprietary hepatocyte knowledgebase. HepNet™ enables the Company to make better medicines faster through generation of novel insights and increased automation across all stages of drug development.  

GalOmic™, ETX's proprietary RNAi platform, enables targeted delivery to hepatocytes in the liver and the specific silencing of novel disease-associated genes, identified by HepNet™. The focus on hepatocytes offers the opportunity to tackle a wide variety of diseases. The liver is a highly metabolically active organ which performs a key role in many biological processes and vital functions crucial for human health. ETX's GalOmic™ constructs have demonstrated compelling in vivo performance in terms of depth of gene silencing and duration of action. 

The Company is prosecuting a pipeline of first-in-class RNAi candidates across a variety of therapeutic areas with high unmet need, including preclinical programs in metabolic dysfunction-associated steatohepatitis (MASH), dry age-related macular degeneration (dry AMD), haemophilia, cardiometabolic disease, and other undisclosed indications. The Company is currently progressing its lead assets, ETX-312 for MASH and ETX-407 for dry AMD, through IND-enabling studies. ETX has also partnered with biopharma companies such as Novo Nordisk, Galapagos NV, and iTeos Therapeutics using its computational network biology approach across a diverse range of drug discovery projects.

The Directors are of the belief that the ETX team has made significant progress to date with an extremely limited R&D spend and that this progress has been possible due to the deep domain expertise that the team has in the fields of RNAi and AI. However, the Company is operating under a material disadvantage compared to US peers who have access to significantly larger balance sheets.

Despite the firm commitments given by the Company's two largest shareholders and the dramatic rise in the US biotech indices in Q3 2023 which has seen record amounts of capital being raised, during a recent capital-raise roadshow the Directors found a lack of institutional UK interest in the Company's innovative, technology-driven value propositions. Importantly, ETX struggled to get sufficient engagement from the vast majority of the institutions who were approached, reflecting the risk appetite of the UK markets. This trend has been a consistent theme over the last four years and the Company has primarily raised funds through the current two key shareholders, who continue to support the Company irrespective of its listing status.

The Directors have therefore undertaken a review to evaluate the benefits and drawbacks to the Company and its Shareholders of retaining the admission to trading of the Ordinary Shares on AIM and believe that Cancellation is in the best interests of the Company and its Shareholders as a whole.

The Directors consider that the key drawbacks of retaining the Company's listing on AIM include the following:

·      the UK public markets have changed significantly with a significant reduction in liquidity, access to capital and institutional interest in the biotechnology/tech growth sector. The Directors believe that the Company's current public market valuation does not accurately reflect the Company's value and is in fact a material hindrance to the Company's plans and ambitions;

·      feedback from potential investors has been that they would not invest in ETX in its current status as an AIM listed company and that ETX would be a far more attractive proposition for them as an unlisted company. Furthermore, the Directors are of the view that there could be a far larger pool of available capital as an unlisted company as opposed to an AIM listed one;

·      ETX intends to use the proceeds from this capital raise to progress multiple pipeline candidates, advance its AI-driven computational platform and to list on the US NASDAQ exchange in due course. The Directors are of the belief that such a listing could have the potential to significantly narrow what they perceive to be an existing valuation gap with US peers, alongside significant secondary market liquidity;

·      there has been limited liquidity in the Ordinary Shares for some time and, as a result, the Directors believe that continued admission to trading on AIM no longer sufficiently provides the Company with the advantage of providing wider or more cost-effective access to capital in the medium to longer-term;

·      as a result of the limited liquidity in Ordinary Shares highlighted above, the listing of the Ordinary Shares on AIM does not necessarily offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. With low trading volumes, the Company's share price can move up or down significantly following trades of small volumes of Ordinary Shares;

·      the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are disproportionate to the benefits to the Company given that the continued listing on AIM is unlikely to provide the Company with significantly wider or more cost-effective access to capital than alternative funding options; and

·      the above negative impacts as a result of being listed give rise to adverse influences on the business in terms of operational activities, long term strategy and future plans.

Accordingly, and following careful consideration, the Board considers the disadvantages associated with maintaining the admission of the Ordinary Shares to trading to be disproportionate when compared to the perceived benefits of being listed on AIM and therefore the Board has unanimously concluded that the proposed Cancellation is in the best interests of the Company and its Shareholders as a whole.

Process for, and principal effects of, Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Cancellation can only take place after the expiry of a period of 20 Business Days from the date on which notice of the Cancellation is given. In addition, a period of at least five Business Days following the Shareholder approval of the Cancellation is required before the Cancellation may be put into effect. Accordingly, if the Cancellation Resolution is approved, the last day of dealings in the Ordinary Shares on AIM will be 8 May 2024, and the Cancellation will become effective at 7.00 a.m. on 9 May 2024.

The principal effects of the Cancellation will be that:

·      there would no longer be a formal market mechanism enabling Shareholders to trade their shares through AIM;

·      the Company intends to implement a Matched Bargain Facility in order to give Shareholders an opportunity to trade the Ordinary Shares following Cancellation. The Ordinary Shares may, however, be more difficult to trade compared to shares of companies trading on AIM;

·      the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

·      Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain material developments or events (including substantial transactions, financing transactions, related party transactions and certain acquisitions and disposals) and the separate requirement to seek shareholder approval for certain other corporate events such as reverse takeovers or fundamental changes in the Company's business;

·      SP Angel would cease to be the Company's nominated adviser and broker;

·      the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the AIM Rules or the Disclosure Guidance and Transparency Rules;

·      the Company will no longer be subject to UK MAR regulating inside information and other matters;

·      in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time; and

·      the Cancellation may have taxation or other commercial consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company will remain registered as a public limited company with the Registrar of Companies in England & Wales in accordance with and subject to the Companies Act 2006, notwithstanding the Cancellation. Shareholders should also note that the City Code on Takeovers and Mergers will continue to apply to the Company following the Cancellation.

Transactions in the Ordinary Shares prior to the proposed Cancellation

Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to Cancellation. Shareholders do not have to sell their Ordinary Shares if they do not wish to do so. However, Shareholders who elect not to sell their Ordinary Shares in the market prior to the Cancellation will, subject to completion of the Cancellation, hold Ordinary Shares in an unlisted company. The Board is not making any recommendation as to whether or not shareholders should buy or sell their Ordinary Shares.

Transactions in the Ordinary Shares post the proposed Cancellation

If a shareholder retains their Ordinary Shares following the Cancellation, although the Ordinary Shares will remain freely tradeable, they will no longer be tradeable on AIM.

The Directors are aware that, should the Cancellation be approved by Shareholders, it would make it more difficult to buy and sell Ordinary Shares in the Company following the Cancellation. Therefore, the Company intends to implement a Matched Bargain Facility after the Cancellation to assist Shareholders to trade in the Ordinary Shares. Should the Cancellation become effective and the Company put in place a Matched Bargain Facility, details will be made available to Shareholders on the Company's website at www.etherapeutics.co.uk. Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares.

Shareholders should also be aware that any such Matched Bargain Facility could be withdrawn at a later date.

Cancellation Process

Under the AIM Rules it is a requirement that, unless the London Stock Exchange otherwise agrees, the Cancellation must be conditional upon the consent of not less than 75 per cent. of votes cast by the Shareholders, given in a general meeting.

The Company is calling a General Meeting, notice of which will be set out in the Circular, and will propose a special resolution to approve the Cancellation. Under the AIM Rules, the Company is required to give the London Stock Exchange at least 20 Business Days' notice of Cancellation and separately notify shareholders that it wishes to cancel the admission of its shares to trading on AIM.

Accordingly, the Directors (through the Company's nominated adviser, SP Angel) have notified the London Stock Exchange on 9 April 2024 of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the admission of the Ordinary Shares to trading on AIM.

If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 8 May 2024 and that Cancellation will take effect at 7.00 a.m. on 9 May 2024. Upon the Cancellation becoming effective, SP Angel will resign as nominated adviser to the Company and the Company will no longer be required to comply with the AIM Rules.

General Meeting

A General Meeting of the Company is to be held at 12.30 p.m. on 29 April 2024 at Unit 4B, Floor 4, 4 Kingdom Street, Paddington Central, London, W2 6BD at which the Resolutions will be proposed. Please note that the summary and explanation set out below is not the full text of the Resolutions and Shareholders should review the full text of the Resolutions before returning their Forms of Proxy.

The Resolutions can be summarised as follows:

·      Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot relevant securities up to an aggregate nominal value of £192,666.67 in connection with the Subscription;

·      Resolution 2, which will be proposed as a special resolution and which is subject to the passing of Resolution 1, disapplies statutory pre-emption rights, provided that such authority shall be limited to  the allotment of equity securities in connection with the Subscription up to an aggregate nominal amount of £192,666.67; and

·      Resolution 3, which will be proposed as a special resolution, will seek to cancel the admission of the Company's Ordinary Shares to trading on AIM.

Resolution 1 authorises the allotment of such number of Ordinary Shares as are necessary for the Subscription. Similarly, Resolution 2 authorises the disapplication of statutory pre-emption rights in respect of such number of Ordinary Shares as are necessary for the Subscription. These authorities are in addition to the authorities that were obtained at the Company's last annual general meeting.

Action to be taken

The Circular contains a Form of Proxy for use at the General Meeting. Whether or not you intend to attend the General Meeting in person you are requested to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD as soon as possible and in any event by no later than 12.30 p.m. on 25 April 2024. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

Recommendations

The Directors consider that the Subscription and the Cancellation are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of Resolutions at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 52,735,562 Ordinary Shares, representing approximately 9.0 per cent. of the Existing Ordinary Shares.

Expected timetable of principle events

Enquiries 

About e-therapeutics plc 

e-therapeutics plc ("ETX") uniquely combines computation and RNAi to discover and develop life-transforming medicines. ETX's proprietary RNAi chemistry platform, GalOmic™, enables generation of specific, potent, and durable siRNA therapeutics for effective silencing of novel gene targets in hepatocytes. The cutting-edge HepNet™ computational platform allows ETX to discover better medicines faster through generation of novel insights and increased automation across all stages of drug development. HepNet™ encompasses an extensive hepatocyte-specific knowledgebase and a suite of advanced AI-driven approaches which enable identification of novel gene targets, rapid target-indication assessment, and predictive in silico siRNA design. The Company has specialist expertise and a robust position in applying computation to biology. Its computational approaches have been extensively validated through generation of data from pipeline programs and successful drug discovery collaborations with biopharma companies, such as Novo Nordisk, Galapagos NV, and iTeos Therapeutics.

Leveraging the combined capabilities of HepNet™ and GalOmic™, ETX is progressing a therapeutic pipeline of highly differentiated RNAi candidates across a variety of therapeutic areas with high unmet need. The Company has generated positive proof-of-concept data on preclinical assets in metabolic dysfunction-associated steatohepatitis (MASH), dry age-related macular degeneration (dry AMD), haemophilia and, cardiometabolic disease, further validating its computationally enhanced approach to research and development. ETX is currently progressing lead assets ETX-312 for MASH and ETX-407 for dry AMD through IND-enabling studies and towards the clinic.