THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Scancell Holdings plc
(“Scancell” or the “Company”)
Placing raises £5.0 million,
Issue of Equity
and
PDMR shareholding
Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer, is pleased to announce the completion of the Placing announced earlier today (the “Placing Launch Announcement”).
A total of 50,499,999 Placing Shares have been conditionally placed by Panmure Gordon at a Placing Price of 10.0 pence per Placing Share to raise a total of approximately £5.0 million for the Company (before expenses). The Placing Shares represent approximately 19.3 per cent. of the existing Ordinary Shares of the Company. The Placing Price represents a discount of approximately 12.1 per cent. to the middle market closing price of an Ordinary Share as at 10 May 2017, being the last practicable date prior to the publication of the Placing Launch Announcement. The Placing, which was oversubscribed, has received support from both new and existing shareholders.
The net proceeds of the Placing of approximately £4.7 million (after fees and expenses) will be used to support the Company’s clinical development pipeline of novel cancer immunotherapies, in particular to initiate clinical development of the first product from the Moditope® platform, Modi-1, and to continue to support the pipeline arising from the ImmunoBody® platform.
Panmure Gordon (UK) Limited is acting as Financial Adviser, Nominated Adviser and sole Bookrunner to the Company in relation to the Placing.
Issue of Equity
The Placing Shares will be issued credited as fully paid and will, on issue, be identical to and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid following the date of Admission.
Completion of the Placing remains conditional upon the Placing Agreement having become unconditional in all respects and on Admission. Application will be made to the London Stock Exchange for the admission to trading on AIM of the 50,499,999 new Ordinary Shares to be issued under the Placing. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence at 8.00 a.m. on 16 May 2017.
The total number of Ordinary Shares following Admission will be 312,058,098 with each Ordinary Share carrying the right to one vote. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in Scancell under the FCA's Disclosure and Transparency Rules.
PDMR shareholding
Dr John Chiplin, a PDMR of the Company, has today subscribed for Placing Shares pursuant to the Placing at the Placing Price. The number of Placing Shares subscribed for by Dr Chiplin, and his resulting shareholding on Admission, is set out below:
| Name |
Number of Ordinary Shares currently held |
Percentage of existing Ordinary Shares |
Number of Placing Shares subscribed for |
Number of Ordinary Shares held on Admission |
Percentage of Ordinary Shares on Admission |
| Dr John Chiplin |
58,823 |
0.02% |
1,041,177 |
1,100,000 |
0.35% |
Capitalised terms used in this announcement have the meaning as defined in the Placing Launch Announcement unless otherwise stated.
The information contained within this announcement constitutes inside information stipulated under MAR. The person responsible for arranging the release of this announcement on behalf of the Company is Dr Richard Goodfellow, a director of the Company.
- ENDS -
For more information, please contact:
| Dr John Chiplin, Executive Chairman |
Scancell Holdings Plc |
+1 858 900 2646 |
| Dr Richard Goodfellow, CEO |
|
+44 (0) 20 3727 1000 |
| Freddy Crossley/Duncan Monteith (Corporate Finance) |
Panmure Gordon |
+44 (0) 20 7886 2500 |
| Tom Salvesen (Corporate Broking) |
|
|
| Mo Noonan/Simon Conway |
FTI Consulting |
+44 (0) 20 3727 1000 |
Notes for Editors
About Scancell
Scancell is developing novel immunotherapies for the treatment of cancer based on its ImmunoBody® and Moditope® technology platforms.
Scancell's first ImmunoBody®, SCIB1, is being developed for the treatment of melanoma. Data from the Phase 1/2 clinical trial demonstrate that SCIB1, when used as monotherapy, has a marked effect on tumour load, produces a melanoma-specific immune response and highly encouraging survival trend without serious side effects. In patients with resected disease there is increasing evidence to suggest that SCIB1 may delay or prevent disease recurrence.
Scancell's ImmunoBody® vaccines target dendritic cells and stimulate both parts of the cellular immune system: the helper cell system where inflammation is stimulated at the tumour site and the cytotoxic T-lymphocyte or CTL response where immune system cells are primed to recognise and kill specific cells.
Pre-clinical data on a combination of SCIB1 or SCIB2 and checkpoint inhibition (blockade of the PD-1 or CTLA-4 immune checkpoint pathways) have shown enhanced tumour destruction and significantly longer survival times than when either treatment was used alone. Experimental data suggests that the high avidity T cells induced by ImmunoBody® vaccines increase expression of PDL-1 on the tumour cell surface, thereby making the tumours more sensitive to checkpoint inhibitor drugs. Re-challenging animals with tumour cells after SCIB1 treatment resulted in 100% survival suggesting that ImmunoBody® induces a powerful memory response. Such an effect has not been observed with checkpoint inhibitors.
Scancell has also identified and patented a series of modified epitopes that stimulate the production of killer CD4+ T cells that destroy tumours without toxicity. The Directors believe that the Moditope® platform could play a major role in the development of safe and effective cancer immunotherapies in the future.
Important Notice
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 Panmure Gordon or by any of its 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. Panmure Gordon has not authorised the contents of, or any part of, this Announcement.
Panmure Gordon, which is authorised by the FCA, is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person as a client in relation to the Placing 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 Placing or any other matter referred to herein. Its responsibilities as nominated adviser and broker to the Company are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire Placing Shares in reliance on any part of this Announcement.
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 2016. Neither the Company nor Panmure Gordon undertakes 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 profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial periods will necessarily match or exceed the historical or published earnings of the Company. The price of 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 shares.