TIDM3LEG
3Legs Resources plc
21 March 2016
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, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy securities in any jurisdiction in
which such offer or solicitation is unlawful. Investors should not
purchase any transferable securities referred to in this
announcement except on the basis of the information in the
admission document (the "Admission Document") published by SalvaRx
Group plc (the "Company") in connection with the proposed admission
of its ordinary shares ("Ordinary Shares") to trading on the AIM
Market of the London Stock Exchange plc ("Admission"). Copies of
the Admission Document are available at the registered office of
the Company, subject to applicable securities laws or
regulations.
Press Release 21 March 2016
SalvaRx Group plc
("SalvaRx" or the "Company")
Intention to Float on AIM
SalvaRx, a biotech company focused on therapies that leverage
the immune system to fight cancer, is pleased to announce its
proposed application for admission of its Ordinary Shares to
trading on the AIM of the London Stock Exchange. Dealings are
expected to commence on AIM on 22 March 2016 following the
completion of a reverse takeover of 3Legs Resources plc. Northland
Capital Partners acts as Nominated Adviser and Broker to the
Company, with Peterhouse Corporate Finance acting as Joint
Broker.
Highlights:
-- SalvaRx's strategy is to acquire, invest in and operate a
portfolio of companies involved in the fast-growing cancer
immunotherapy market, providing a significant potential upside and
managed risk;
-- SalvaRx, via its ownership of iOx Therapeutics Limited
("iOx"), is currently developing a series of compounds, with the
lead compound funded through to the end of phase II development via
a collaboration agreement with the University of Oxford;
-- iOx's technology was discovered at the University of Oxford
in conjunction with the Ludwig Institute for Cancer Research
("Ludwig Institute");
-- SalvaRx's team has a proven track record of technical drug
development in the area of immunotherapy including corporate
commercial experience most recently at Bristol-Myers Squibb and
Johnson & Johnson;
-- Immunotherapy is a fast-growing and new therapeutic area
within oncology, the immuno-oncology market is expected to grow to
$80 billion worldwide by 2020; and
-- SalvaRx is actively screening complementary additional
acquisitions and investments in cancer immunotherapy.
Ian Walters, proposed CEO of SalvaRx, commented:
"The listing of SalvaRx on AIM is the next step in growing our
business, helping us as we seek to assemble a diverse portfolio of
immunotherapy assets. Our strategy allows the Company's funds to be
used directly in developing compounds to a value inflection point,
whilst also building a wider pipeline through select acquisitions.
It is low cost and flexible, but still gives us access when needed
to a significant pool of talent that is at the forefront of
developing immune-oncological therapies. It is only through truly
collaborative efforts such as iOx that we will be able effectively
to better the lives of people through suitable therapeutic
alternatives to traditional cancer medication."
Background
SalvaRx was founded in 2014 and incorporated in 2015, to develop
therapies within the rapidly growing immuno-oncology space, which
uses treatments designed to boost the body's natural defences to
fight the cancer.
Historically, standard chemotherapy seeks to eradicate tumours
through treatments which are toxic to all cells they come into
contact with. This approach does not target the underlying biology
of the disease and, through targeting healthy as well as cancerous
cells, is characterised by significant and damaging side
effects.
Instead, cancer immunotherapies use the patient's own immune
system to fight cancer. This is done by enabling the host immune
system to recognise and destroy cancer cells. Immunotherapies can
either induce, enhance, or suppress an immune response as
required.
Market
Immuno-oncology therapy is a fast growing and new therapeutic
area, which is expected to grow to $80 billion worldwide by 2020
(Global & USA Cancer Immunotherapy Market Analysis 2020).
Immuno-oncology seeks to use a patient's own immune system to fight
cancer, either by stimulating the existing immune system or by the
administration of man-made immune system proteins. It is expected
that 60% of all cancers in the developed world will receive some
form of this therapy.
Strategy
There is high clinical demand for immuno-oncology therapeutics
that stimulate the immune system to fight cancer, and such
therapeutics are in high demand from large pharmaceutical companies
affording increased opportunity to license or sell compounds.
Therefore, SalvaRx's strategy is to invest in a portfolio of
companies involved in novel cancer immunotherapies and develop them
through clinical proof of concept. SalvaRx provides portfolio
companies with operational support in addition to capital, either
by managing its portfolio companies directly or augmenting an
existing team. This model of partnership is generally attractive to
early stage companies or academic collaborators. SalvaRx's strategy
uses a low-cost, virtual drug development model, utilising existing
R&D resources within its portfolio companies and calling on the
services as needed of the wide range of experience and talent it
has built up from within the immunotherapeutic sector.
iOx
In 2015 SalvaRx acquired a 60.5% interest in iOx. iOx is
developing, under licence from the Ludwig Institute, a series of
small molecules for cancer immunotherapy. These compounds activate
iNKT cells which preclinical testing in several cancer models
suggests can inhibit the growth of tumours. These compounds are
supported by three different patent families.
iOx has a clinical trial sponsorship agreement with the
University of Oxford to fund the first in human Phase I/II clinical
trial for its lead compound. This agreement is expected to
significantly reduce the costs to SalvaRx as the drug moves through
the clinical trial process and towards commercialisation. iOx aims
to test the lead compound as both a monotherapy and in combination
with backbone immunotherapies, allowing for more profound clinical
benefit and a wider potential market.
Management
SalvaRx has a strong management team with a proven track record
of discovering and commercialising drugs in the area of cancer
immunotherapy.
Dr. Ian Walters (CEO) and Dr. Robert Kramer (CSO) held senior
roles within the oncology department of Bristol-Myers Squibb, where
they were heavily involved in the development of more than eight
oncology compounds, including OPDIVO(R) (nivolumab), YERVOY(R)
(ipilimumab), and EMPLICITI(TM) (elotuzumab). OPDIVO(R) and
YERVOY(R) are the backbone therapies for the management of cancer
through the modulation of the immune system.
Ian Walters and Rob Kramer have assisted iOx in identifying
appropriate individuals to form a scientific advisory board and
join the board of directors. The board of directors of iOx
comprises Ian Walters and:
Vincenzo Cerundolo MD PhD, who is the Professor of Immunology at
the Weatherall Institute of Molecular Medicine, University of
Oxford. Professor Cerundolo's work in immunotherapy has led to the
development of the iNKT agonists on which SalvaRx's compounds are
based;
Declan Doogan MD, previously Senior Vice President and Head of
Worldwide Development at Pfizer at the time of multi-billion dollar
programmes such as Viagra and Lipitor;
Jonathan Skipper PhD, who is Executive Director of Technology
Development at the Ludwig Institute; and
Annalisa Jenkins MBBS, MRCP, who is currently CEO at gene
therapy company Dimension Therapeutics, Inc., which floated on
NASDAQ in October 2015.
SalvaRx is further supported by an extended network of senior
academic and industry executives. The Company will leverage this
network to help develop robust strategies to rapidly de-risk
development programs, seek commercial and scientific inputs to
enable licensing and partnering discussions with suitable pharma
and biotech companies.
SalvaRx benefits from an investment by Jim Mellon who, with his
experience of investing in the life sciences sector, and as
Non-Executive Chairman will bring further commercial understanding
to the Company and the Board as a whole.
-Ends-
Northland Capital Partners Limited Tel: +44 (0) 20
Nominated Adviser and Broker 3861 6625
Matthew Johnson / Edward Hutton
(Corporate Finance)
John Howes / Abigail Wayne (Corporate
Broking)
Peterhouse Corporate Finance Limited Tel: +44 (0) 20
Joint Broker 7469 0932
Lucy Williams / Duncan Vasey
Media enquiries:
Abchurch Communications Limited
Jamie Hooper / Alex Shaw Tel: +44 (0) 20
7398 7712
salvaRx@abchurch-group.com www.abchurch-group.com
Directors
Richard Armstrong, Non-Executive Chairman, aged 68
Richard Armstrong is a former equity analyst and corporate
broker. He has extensive experience in reconstructing and raising
capital for turnaround situations, especially in the quoted
microcap sector, for example Weatherly International plc, K P
Renewables plc (now IGas Energy plc), Future Internet Technologies
plc (now Artilium plc) and Mobilefuture plc. In most cases, he has
joined the board of these companies and has played a major role in
helping them to acquire or establish operating businesses.
Jim Mellon, Non-Executive Director, aged 59
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March 21, 2016 03:01 ET (07:01 GMT)
Jim Mellon is an investor with interests in several industries.
After leaving Oxford University, where he studied PPE, he worked in
Asia and the United States in two fund management companies, GT and
Thornton, before establishing his own business in 1991. This now
has two components: a listed fund management company, Charlemagne
Capital Limited and an Asian investment group, Regent Pacific Group
Limited. In addition, Jim is a controlling shareholder and a
director of Manx Financial Group, an Isle of Man based bank and a
controlling shareholder of Webis Holdings plc. He is also a
co-founder of Uramin and Red Dragon Resources, both mining groups.
Burnbrae, his private company, is a substantial landlord in Germany
and in the Isle of Man, and it owns outright the hotel chain,
Sleepwell Hotels Limited. Jim is the co-chairman of FastForward
Innovations Limited and a director of Portage Biotech Inc.. His
book 'Cracking the Code', which was published in 2012, focused on
investment opportunities in the life sciences sector. Jim is an
honorary fellow of Oriel College, Oxford University.
Dr Greg Bailey, Non-Executive Director, aged 60
Greg Bailey, M.D., is chairman of Portage Biotech, Inc. a
publicly traded drug development company and was previously
managing partner of Palantir Group, Inc., a merchant bank
specialising in biotech and intellectual property. He has over 15
years' experience in investment banking and has founded several
companies. Along with comprehensive experience in healthcare,
finance and medicine, Greg brings to the Board an extensive
involvement in corporate governance. He has served on multiple
public company boards of directors, was a practicing physician for
ten years and holds a M.D. degree from the University of Western
Ontario.
Colin Weinberg, Non-Executive Director, aged 66
Colin Weinberg is a former stockbroker with some 40 years'
experience with a range of firms including Durlacher plc and Walker
Crips Weddle Beck plc. He is a former director of Peckham Building
Society and is currently a director of Associated British
Engineering plc, a listed company.
Proposed Directors
On Admission, it is proposed that Jim Mellon replaces Richard
Armstrong as Non-Executive Chairman (with Richard Armstrong
continuing as a non-executive director of the Company) and that the
following will be appointed as directors of the Company:
Dr Ian Walters, Chief Executive Officer, aged 48
Ian Walters, M.D., M.B.A., is the Entrepreneur in Residence at
Mediqventures and is part-time CMO of Intensity Therapeutics, Inc.
Over his 16 year career, he has demonstrated both leadership and
expertise in drug development, including the advancement of
multiple cancer compounds from research stages through
approval.
Ian specialises in the evaluation, prioritization, and the
innovative development of new therapies for the treatment of severe
diseases. He has worked at PDL BioPharma, Inc., Millenium
Pharmaceuticals, Inc., and Sorrento Therapeutics, Inc., leading
corporate development, translational medicine, clinical development
and medical affairs.
Ian spent seven years at Bristol-Myers Squibb between 2007 and
2014, where he managed physicians overseeing the international
development of more than eight oncology compounds (including
Nivolimab (anti-PD-1), Ipilimumab (anti-CTLA-4), brivanib (anti
VEGF/FGF), anti-IGF/IR, VEGFR2 biologic, Elotuzimab (antiCS1), as
well as biomarker and companion diagnostic work. He was a core
member of Bristol-Myers Squibb's Strategic Transactions Group
evaluating and executing licensing agreements, mergers and
acquisitions, clinical collaborations, and the company's
immuno-oncology strategy.
Before entering the private sector, Ian was a lead investigator
at the Rockefeller University and initiated advanced immunology
research to understand the mechanism of action of several
compounds. Ian received his MD from the Albert Einstein College of
Medicine and an MBA from the Wharton School of The University of
Pennsylvania.
Kam Shah CA, CPA (Canada), CPA (US), CGMA(US), Chief Financial
Officer, aged 65
Kam Shah is a senior finance executive with over 25 years of
financial and management experience across a range of industries
and companies with significant operating scale and complexity. Kam
is a Certified Public Accountant and Chartered Global Management
Accountant of the American Institute of CPAs and a Chartered
Professional Accountant of the Canadian Institute of CPAs. He has
experience in all aspects of corporate finance, including audits,
SEC/OSC reporting, forecasting, and business plan development.
Over the past 15 years, Kam has served as the Chief Financial
Officer and Corporate Secretary of Portage Biotech, Inc., a
publicly listed group of companies engaged in biotechnology and oil
and gas exploration.
Senior Management
Dr Robert (Rob) Kramer, Chief Scientific Officer to SalvaRx
Rob has 24 years' experience in the pharmaceutical industry and
is the former Head of Oncology Discovery Research at both
Bristol-Myers Squibb and Janssen Pharmaceuticals, part of the
Johnson & Johnson group of companies. He has been responsible
for enabling the transition of 35 drugs from discovery into the
clinic. Rob championed immunotherapy at Bristol-Myers Squibb,
resulting in the acquisition of Medarex, Inc. in 2009 and its
portfolio of immune therapeutics that included Ipilimumab and
Nivolumab. He received his PhD in pharmacology from the University
of Vermont and undertook his post doctorate studies at the US
National Cancer Institute. Rob held an Assistant Professorship at
the Harvard Medical School.
FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements. These
statements relate to, among other things, analyses and other
information that are based on forecasts of future results and
estimates of amounts not yet determinable. These statements also
relate to the Enlarged Group's future prospects, developments and
business strategies.
These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict",
"project", "will" or the negative of those variations, or
comparable expressions, including references to assumptions. These
statements are contained in all sections of this document. The
forward-looking statements in this document, including statements
concerning projections of the Enlarged Group's future results,
operating profits and earnings, are based on current expectations
and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
those statements but do not extend to the statement by the
Directors and the Proposed Directors in paragraph 15 of Part VIII
of this document in relation to sufficiency of working capital.
Certain risks relating to the Enlarged Group are specifically
described in Part III of this document. If one or more of these
risks or uncertainties arises, or if underlying assumptions prove
incorrect, the Enlarged Group's actual results may vary materially
from those expected, estimated or projected. Given these
uncertainties, potential Shareholders should not place
over-reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this document. The Company undertakes no obligation to update
forward-looking statements or risk factors other than as required
by the AIM Rules or applicable law, whether as a result of new
information, future events or otherwise.
Important Notices
The contents of this announcement is for general guidance only
and it is the responsibility of any person or persons in possession
of this document to inform themselves of, and to observe, all
applicable laws and regulations of any relevant jurisdiction. No
person has been authorised by the Company to issue any
advertisement or to give any information or to make any
representation in connection with the contents of this document
and, if issued, given or made, such advertisement, information or
representation must not be relied upon as having been authorised by
the Company. This document should not be forwarded or transmitted
to or into the Prohibited Territories or to any resident, national,
citizen or corporation, partnership or other entity created or
organised under the laws thereof or in any other country outside
the United Kingdom where such distribution may lead to a breach of
any legal or regulatory requirement. The distribution of this
document may be restricted and accordingly persons into whose
possession this document comes are required to inform themselves
about and to observe such restrictions.
Prospective investors should inform themselves as to: (a) the
legal requirements of their own countries for the purchase,
holding, transfer or other disposal of the New Ordinary Shares; (b)
any foreign exchange restrictions applicable to the purchase,
holding, transfer or other disposal of the New Ordinary Shares
which they might encounter; and (c) the income and other tax
consequences which may apply in their own countries as a result of
the purchase, holding, transfer or other disposal of the New
Ordinary Shares. Prospective investors must rely upon their own
representatives, including their own legal advisers and
accountants, as to legal, tax, investment or any other related
matters concerning the Company and an investment therein.
Statements made in this document are based on the law and practice
currently in force in the UK and are subject to change. This
document should be read in its entirety. All holders of Existing
and New Ordinary Shares are entitled to the benefit of, and are
bound by and are deemed to have notice of, the provisions of the
Articles.
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