NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
19 December 2023
Scancell Holdings plc
("Scancell" or the "Company")
Result of the Open Offer
PDMR Notification
Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer and infectious disease, today announces the results of the open offer to shareholders (the "Open Offer"), the commencement of which was announced by the Company on 30 November 2023 (the "Launch Announcement").
The Open Offer closed for acceptances at 11.00 a.m. on 18 December 2023. The Company is pleased to announce that it has received valid applications under the Open Offer (including under the Excess Application Facility) in respect of 11,136,877 Open Offer Shares (the "New Open Offer Shares") at 11 pence per New Open Offer Share from Qualifying Shareholders raising gross proceeds from the Open Offer of £1.2 million.
The Open Offer is conditional upon Second Admission occurring. Application has been made to the London Stock Exchange for the New Open Offer Shares to be admitted to trading on AIM. It is expected that Second Admission will become effective and dealings will commence in the New Open Offer Shares at 8.00 a.m. on 20 December 2023.
This announcement should be read in conjunction with the full text of the circular published on 4 December 2023 (the "Circular"). The Circular is also available on the Company's website at www.Scancell.co.uk.
Total Voting Rights
Following Second Admission, the Company's enlarged issued ordinary share capital will be 927,819,977. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Confirmation of Gross Proceeds Raised
The Company has raised gross proceeds of approximately £11.9 million in aggregate (before expenses) through the Capital Raise (as first announced by the Company in the Launch Announcement). This is comprised of (i) gross proceeds of approximately £10.7 million in aggregate through the Placing and the Subscription with significant participation from both existing and new healthcare specialist investors and (ii) gross proceeds of approximately £1.2 million through the Open Offer reflecting renewed support from existing shareholders.
Capitalised terms used in this announcement have the meaning as defined in the Launch Announcement unless otherwise stated.
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Professor Lindy Durrant, Chief Executive Officer.
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About Scancell
Scancell is a clinical stage biopharmaceutical company that is leveraging its proprietary research, built up over many years of studying the human adaptive immune system, to generate novel medicines to treat significant unmet needs in cancer and infectious disease. The Company is building a pipeline of innovative products by utilising its four technology platforms: Moditope® and ImmunoBody® for vaccines and GlyMab® and AvidiMab® for antibodies.
Adaptive immune responses include antibodies and T cells (CD4 and CD8), both of which can recognise damaged or infected cells. In order to destroy such cancerous or infected cells, Scancell uses either vaccines to induce immune responses or monoclonal antibodies (mAbs) to redirect immune cells or drugs. The Company's unique approach is that its innovative products target modifications of proteins and lipids. For the vaccines (Moditope® and ImmunoBody®) this includes citrullination and homocitrullination of proteins, whereas its mAb portfolio targets glycans or sugars that are added onto proteins and / or lipids (GlyMab®) or enhances the potency of antibodies and their ability to directly kill tumour cells (AvidiMab®).
For further details, please see the Company's website: www.Scancell.co.uk
Important Notice
This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction (each, a "Restricted Jurisdiction"). The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The New Open Offer Shares may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has been no public offer of securities of the Company in the United States.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel, WG Partners or by any of their respective affiliates, directors, officers, employees, advisers or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Neither Stifel nor WG Partners has authorised the contents of, or any part of, this announcement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Capital Raise and will not regard any other person as
a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raise
or any other matter referred to herein. Its responsibilities as nominated advisor and joint broker to the Company are owed to the London Stock Exchange and the Company and its responsibilities as Joint Bookrunner are owed to the Company, respectively, and not to any other person including, without limitation, in respect of any decision to acquire New Open Offer Shares in reliance on any part of this announcement.
WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Capital Raise and will not regard any other person as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raise or any other matter referred to herein. Its responsibilities as Joint Bookrunner are owed to the Company and not to any other person including, without limitation, in respect of any decision to acquire New Open Offer Shares in reliance on any part of this announcement.
No public offering of New Open Offer Shares has been made in the United Kingdom, any Restricted Jurisdiction or elsewhere. The distribution of this announcement and the offering of the New Open Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Stifel or WG Partners that would have permitted an offering of such New Open Offer Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Open Offer Shares in any jurisdiction where action for that purpose is required.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
It is expected that the New Open Offer Shares in the Company to be issued pursuant to the Open Offer will not be admitted to trading on any stock exchange other than to trading on AIM, a market operated by the London Stock Exchange. This announcement is not an offering document, prospectus, prospectus equivalent document or AIM admission document. No offering document, prospectus, prospectus equivalent document or AIM admission document was required in connection with the Open Offer and no such document has been or was prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Open Offer.
Neither the content of the Company's website nor any links on the Company's website is incorporated
in, or forms part of, this announcement.
As a result of Dr Sally Adams' participation in the Open Offer, the following notification is included below as required under UK MAR.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Dr Sally Adams |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Development Officer and PDMR |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Scancell Holdings plc |
| b) | LEI | 2138008RXEG856SNP666 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 0.1 pence each in the capital of the Company |
| b) | Identification Code | GB00B63D3314 |
| c) | Nature of the transaction | Participation in the open offer of ordinary shares of 0.1 pence each in the capital of the Company |
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| d) | Price(s) and volume(s) | 9,091 ordinary shares at £0.11 per share |
| e) | Aggregated information - Aggregated volume - Price |
N/A (single transaction)
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| f) | Date of the transaction | 19 December 2023 |
| g) | Place of the transaction | Outside a trading venue |
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