Result of the Open Offer (2)

On 1 April 2016 the Board of Scancell announced that it had received subscriptions in respect of 16,048,593 new Ordinary Shares of the 22,495,068 new Ordinary Shares available under the Open Offer.

The Company has now received applications for an additional 558,823 new Ordinary Shares, available but not subscribed for by Qualifying Shareholders in the Open Offer, therefore the revised total subscription under the Open Offer is 16,607,416 new Ordinary Shares, representing 73.8 per cent. the new Ordinary Shares available under the Open Offer. The Company has therefore raised gross proceeds of approximately £2.8 million through the Open Offer and £3.4 million through the Placing being approximately £6.2 million in total.

Application will be made to the London Stock Exchange for the admission to trading on AIM of the 36,607,416 new Ordinary Shares to be issued under the Placing and Open Offer. It is expected that Admission will occur and that dealings will commence at 08:00 a.m. on 5 April 2016. The total number of Ordinary Shares following Admission will be 261,558,099 with each 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.

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 11 March 2016, copies of which are available on the Company's website at www.scancell.co.uk. Capitalised terms not otherwise defined in this announcement have the meanings given in the Circular.

For further information please contact:

Scancell Holdings Plc
Dr Richard Goodfellow, Joint CEO
Professor Lindy Durrant, Joint CEO
+44 (0) 20 3727 1000
   
Panmure Gordon (Nominated Adviser and placing agent)
Robert Naylor/Paul Fincham, Corporate Finance
Maisie Atkinson, Sales
+44 (0) 20 7886 2500
   
Lesmoir-Gordon, Boyle & Co. Limited (Sub placing agent)
Angus Grierson
+44 (0) 20 7518 9892
   
FTI Consulting
Mo Noonan
Simon Conway
+44 (0) 20 3727 1000

 

Result of the Open Offer

On 9 March 2016 the Board of Scancell announced details of a Placing in which it had conditionally raised gross proceeds of £3.4 million by means of a Placing of 20,000,000 Placing shares at 17 pence per share.

In addition, the Company announced that it was providing Qualifying Shareholders with an opportunity to subscribe, at 17 pence per share, for 22,495,068 new Ordinary Shares to raise gross proceeds of up to approximately £3.8 million by way of the Open Offer.

The Company has received subscriptions in respect of 16,048,593 new Ordinary Shares, representing 71.3 per cent. of the new Ordinary Shares available under the Open Offer. All applications made pursuant to the Open Offer including the Excess Shares applied for under the Excess Application Facility have been met in full. The Company has therefore raised gross proceeds of approximately £2.7 million through the Open Offer.

John Chiplin, Non-Executive Chairman of Scancell, said: "We are delighted that, through our Placing and Open Offer, the Company has successfully raised £6.1 million. We would like to thank our existing shareholders for their continued support, as well as welcoming new investors, at this important time in the Company’s evolution. As a result of this fundraising we are now able to accelerate the development of both our ImmunoBody® and Moditope® platform technologies. We will use the money raised to prepare for our SCIB1 ImmunoBody® / checkpoint inhibitor combination study in melanoma, including applying for a US IND later this year, enabling the study to begin in 2017 and also to take our first Moditope® product, Modi-1, into the clinic next year. We will continue to strengthen our Board and management team and increase our focus on the US with the goal of becoming one of the leading cancer immunotherapy companies.”

For further information please contact:

Scancell Holdings Plc
Dr Richard Goodfellow, Joint CEO
Professor Lindy Durrant, Joint CEO
+44 (0) 20 3727 1000
   
Panmure Gordon (Nominated Adviser and placing agent)
Robert Naylor/Paul Fincham, Corporate Finance
Maisie Atkinson, Sales
+44 (0) 20 7886 2500
   
Lesmoir-Gordon, Boyle & Co. Limited (Sub placing agent)
Angus Grierson
+44 (0) 20 7518 9892
   
FTI Consulting
Mo Noonan
Simon Conway
+44 (0) 20 3727 1000

 

Application will be made to the London Stock Exchange for the admission to trading on AIM of the 36,048,593 new Ordinary Shares to be issued under the Placing and Open Offer. It is expected that Admission will occur and that dealings will commence at 08:00 a.m. on 5 April 2015. The total number of Ordinary Shares following Admission will be 260,999,276 with each 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.

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 11 March 2016, copies of which are available on the Company's website at www.scancell.co.uk. Capitalised terms not otherwise defined in this announcement have the meanings given in the Circular.

Scancell’s SCIB1 ImmunoBody® cancer vaccine being presented at the World Vaccine Congress

Scancell’s SCIB1 ImmunoBody® cancer vaccine being presented at the World Vaccine Congress Scancell Holdings plc, (‘Scancell’ or the 'Company’) the developer of novel immunotherapies for the treatment of cancer, announces that Dr Peter Brown, Clinical and Scientific Consultant, Immunotherapeutics, at Scancell, will be presenting an update on the Company’s SCIB1 ImmunoBody® cancer vaccine at the World Vaccine Congress US 2016, 29-31 March 2016, in Washington D.C., US.

The presentation entitled: “SCIB1 ImmunoBody® stimulates a potent T cell response that eradicates tumours and prevents recurrence” will be presented on Wednesday 30 March 2016 at 11:40am EDT.

Scancell’s first ImmunoBody®, SCIB1, is currently being evaluated in a Phase 1/2 clinical trial in patients with Stage III/IV melanoma. The latest data suggests that SCIB1 may have the potential to significantly extend survival times in patients, especially in those with resected disease. The Company is in the process of preparing a final clinical study report. A Phase 2 checkpoint inhibitor combination study of SCIB1 in melanoma is due to commence in 2017.

Richard Goodfellow, Joint CEO of Scancell, commented:

“We are delighted to be presenting an update on SCIB1 at the World Vaccine Congress, alongside some of the most distinguished companies in the immunotherapy field. Funds from the recently announced placing
and the pending open offer will be used to further progress our ImmunoBody® and Moditope® platforms, including helping to fund our expanded SCIB1 clinical trial programme, which will be led by a team of leading US specialists.”


For Further Information:

Dr Richard Goodfellow, Joint CEO

Professor Lindy Durrant, Joint CEO

Scancell Holdings Plc + 44 (0) 20 3727 1000

Robert Naylor (Corporate Finance)

Maisie Atkinson (Sales)

Panmure Gordon & Co

+44 (0) 20 7886 2714

+44 (0) 20 7886 2905

Mo Noonan/Simon Conway FTI Consulting

+ 44 (0) 20 3727 1000

 

SCIB1 mechanism of action

SCIB1 is a DNA ImmunoBody® immunotherapy encoding a human IgG1 antibody, with three epitopes from gp100 and one from TRP-2 engineered into its CDR regions. This immuno-stimulatory antibody targets dendritic cells in vivo via the high affinity Fc receptor, CD64, and stimulates high avidity T cells. Extensive research studies suggest SCIB1 ImmunoBody® has a dual mechanism of action that combines crosspresentation
with direct-presentation. This results in amplification of the immune response to induce high frequency, high avidity T cells which translates into a potent anti-tumour response.

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 and is being evaluated in a Phase 1/2 clinical trial. Data from the 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 Tlymphocyte 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.

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.

Collaboration with Karolinska

Scancell embarks on strategic collaboration with world-leading research team at Karolinska Institutet

Collaboration to further explore the role of citrullination in cancer, a key mechanism underpinning the Moditope® platform

Scancell Holdings plc, (‘Scancell’ or the ‘Company’) the developer of novel immunotherapies for the treatment of cancer, announces that it has embarked on a strategic research collaboration with scientists at the Rheumatology Unit at Karolinska Institutet, Sweden, led by Professors Lars Klareskog and Vivianne Malmström. The collaboration will further explore the scientific and clinical role of citrullinated proteins in the treatment of cancer.

Scancell’s Moditope® platform technology overcomes the immune suppression induced by tumours themselves, allowing activated T cells to seek out and kill tumour cells that would otherwise be hidden from the immune system. This is achieved by stimulating the production of CD4+ T cells using citrullinated tumour-associated peptide epitopes, which overcome self-tolerance and destroy tumour cells.

The teams of Professors Klareskog and Malmström have uncovered a central role for citrullinated proteins in the pathogenesis of the autoimmune disease rheumatoid arthritis. Conversely, Scancell has discovered that citrullinated proteins are also targets on cancer cells and this underpins the use of citrullinated peptides in the Company’s Moditope® cancer immunotherapy platform.

The groups of Professors Klareskog and Malmström perform world-leading research in the area of rheumatology and their work has been published in a number of leading academic journals, including Nature, Lancet, Arthritis & Rheumatism, Nature Medicine, Nature Genetics and Annual Review of Immunology.

Professor Lindy Durrant, Joint CEO of Scancell and Professor of Cancer Immunotherapy at Nottingham University, commented:

“Our research has previously shown that citrullinated proteins are involved in the control of tumour growth, which led us to the development of the Moditope® platform. The teams of professors Klareskog and Malmström have developed an understanding of the role of citrullinated proteins in the pathogenesis of the autoimmune disease, rheumatoid arthritis. We believe that this strategic collaboration with Karolinska will enhance our joint understanding of the role that citrullination plays in both cancer and rheumatoid arthritis, and will help us develop the Moditope® platform to its full potential.”

Professor Lars Klareskog, MD, PhD, at Karolinska Institutet, added:

“Citrullinated proteins have been implicated in the pathogenesis of rheumatoid arthritis. Collaborating with Scancell will allow us to further explore the role of immunity to citrullinated proteins in the control of tumour growth, and we are delighted to be working with Scancell on this exciting project.”

For Further Information:

Dr Richard Goodfellow, Joint CEO

Professor Lindy Durrant, Joint CEO

Scancell Holdings Plc + 44 (0) 20 3727 1000

Robert Naylor (Corporate Finance)

Maisie Atkinson (Sales)

Panmure Gordon & Co

+44 (0) 20 7886 2714

+44 (0) 20 7886 2905

Mo Noonan/Simon Conway FTI Consulting

+ 44 (0) 20 3727 1000

 

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 and is being evaluated in a Phase 1/2 clinical trial. Data from the 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 Tlymphocyte 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.

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.

About Karolinska Institutet

Karolinska Institutet is one of the world's leading medical universities. Its vision is to significantly contribute to the improvement of human health. Karolinska Institutet accounts for over 40 per cent of the medical
academic research conducted in Sweden and offers the country´s broadest range of education in medicine and health sciences. The Nobel Assembly at Karolinska Institutet selects the Nobel laureates in Physiology
or Medicine.

Posting of Circular

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY
IN, OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE RUSSIAN FEDERATION OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF SCANCELL IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION AND IN THE APPENDICES.

Scancell Holdings Plc (LSE:AIM SCLP) ("Scancell" or the "Company"), the developer of novel immunotherapies for the treatment of cancer, further to the announcement on 9 March of the successful Firm Placing to raise £3.4 million, will today publish a circular setting out, amongst other things, details of the Open Offer.

The Open Offer is for up to approximately 22.5 million New Ordinary Shares at 17 pence per New Ordinary Share to raise up to £3.8 million, which will provide Qualifying Shareholders with the opportunity
to subscribe for New Ordinary Shares on the basis of:

1 New Ordinary Share for every 10 Existing Ordinary Shares held

The Firm Placing and Open Offer are within the Company’s existing allotment authorities. The Circular to shareholders will be available shortly on the Company's website at www.scancell.co.uk.

For further information please contact:

Scancell Holdings Plc
Dr Richard Goodfellow, Joint CEO
Professor Lindy Durrant, Joint CEO
+44 (0) 20 3727 1000
   
Panmure Gordon (Nominated Adviser and placing agent)
Robert Naylor/Paul Fincham, Corporate Finance
Maisie Atkinson, Sales
+44 (0) 20 7886 2500
   
Lesmoir-Gordon, Boyle & Co. Limited (Sub placing agent)
Angus Grierson
+44 (0) 20 7518 9892
   
FTI Consulting
Mo Noonan
Simon Conway
+44 (0) 20 3727 1000

 

Panmure Gordon (UK) Limited is acting as Nominated Adviser and placing agent in respect of the Placing. Lesmoir-Gordon, Boyle & Co. Limited is acting as sub placing agent.

Expected Timetable of Principal Events

Announcement of the Firm Placing and Open Offer 9 March
Record Date for the Open Offer 9 March
Publication of the Open Offer and the Application Form 11 March
Ex-entitlement Date 11 March
Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Holders 14 March
Recommended last time and date for requesting withdrawal of Open Offer Entitlements from CREST 4.30 p.m. on 21 March
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 22 March
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims only)
3.00 p.m. on 23 March
Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms 11.00 a.m. on 29 March
Announcement of result of Open Offer 31 March
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 5 April
New Ordinary Shares credited to CREST members’ account 5 April
Despatch of definitive share certificates for New Ordinary Shares in certificated form 19 April


The above time and/or dates are subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

Dealing codes

The ISIN of the Open Offer Entitlement is GB00BDGSNM16
The ISIN of the Excess Application Facility is GB00BDGSNP47
All defined terms used in this announcement are defined, unless otherwise defined here, in the Proposed Placing and Open Offer announcement made on 9 March 2016.

 

Firm Placing Raises £3.4 million

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY ORDINARY SHARES OF SEAL IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION AND IN THE APPENDICES.

Scancell Holdings plc (LSE:AIM SCLP) ("Scancell" or the "Company"), the developer of novel immunotherapies for the treatment of cancer, is pleased to announce the successful completion of the Firm Placing announced earlier today.

The Company has conditionally raised, in aggregate, £3.4 million (before expenses) by way of the placing of 20,000,000 new ordinary shares at the placing price of 17 pence per share. The Placing Price represents a
discount of 16 per cent. to the mid-market closing price on 8 March 2016, being the last practicable date prior to the date of this announcement.
The new ordinary shares will be issued credited as fully paid and will be identical to, and rank pari passu in all respects with, the Existing Ordinary Shares following the date of Admission.

A circular to shareholders, including further details of the Open Offer will be despatched to shareholders on or around 11 March 2016 and will also be available on the Company's website, www.scancell.co.uk., at this
time.

Director Dealings
All of the Directors of the Company have participated in the Firm Placing, as set out in the table below:

    As at the date of this announcement   Following Admission*  
   Ordinary shares percentage of issued Ordinary Share capital Firm Placing Shares Ordinary Shares percentage of issued Ordinary Share capital
Lindy Durrant # 10,480,920 4.66% 58,823 10,539,743 3.94%
Richard Goodfellow # 6,643,840   58,823 6,702,663 2.51%
John Chiplin Nil Nil 58,823 58,823 0.02%
Matthew Frohn Nil Nil 58,823 58,823 0.02%
Kate Cornish-Bowden 45,000 0.02% 58,823 103,823 0.04%
Sally Adams Nil Nil 58,823 58,823 0.02%

# In the table above, the number of Ordinary Shares held by two of the Directors includes their interests in joint ownership shares. Professor Lindy Durrant has an interest in 8,873,960 joint ownership shares and Dr. Richard Goodfellow in 6,443,840 joint ownership shares.

* These numbers and percentages are calculated assuming that the Firm Placing completes and the Offer Shares are fully taken up by Shareholders other than the Directors and that none of the outstanding share options are exercised. It is possible that Directors will take up some or all of their basic and excess entitlements pursuant to the Open Offer and, if this occurs, the Company will make an announcement via a Regulatory Information Service at the appropriate time.

Scancell Holdings Plc
Dr Richard Goodfellow, Joint CEO
Professor Lindy Durrant, Joint CEO
+44 (0) 20 3727 1000
   
Panmure Gordon (Nominated Adviser and placing agent)
Robert Naylor/Paul Fincham, Corporate Finance
Maisie Atkinson, Sales
+44 (0) 20 7886 2500
   
Lesmoir-Gordon, Boyle & Co. Limited (Sub placing agent)
Angus Grierson
+44 (0) 20 7518 9892
   
FTI Consulting
Mo Noonan
Simon Conway
+44 (0) 20 3727 1000

All defined terms used in this announcement are defined, unless otherwise defined here, in the appendix to the Proposed Placing and Open Offer announcement made earlier today.