TIDMC4XD
RNS Number : 7483V
C4X Discovery Holdings PLC
11 August 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, NEW ZEALAND OR IN ANY OTHER STATE OR JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER
TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA AND NEW ZEALAND. 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.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").
C4X Discovery Holdings plc
("C4XD", "C4X Discovery" or the "Company")
Result of Placing to Raise GBP5.7 million
Further strengthened balance sheet supports pipeline of high
value out-licensing opportunities
11 August 2022 - C4X Discovery Holdings plc (AIM: C4XD), a
pioneering Drug Discovery company, is pleased to announce the
completion of the Placing, announced earlier today (the "Launch
Announcement"). The Placing was oversubscribed. An aggregate of
22,781,200 Placing Shares have been successfully placed by Panmure
Gordon with institutional investors at an Issue Price of 25 pence
per ordinary share to raise a total of GBP5.7 million for the
Company (before expenses). The Placing Shares represent
approximately 9.9 per cent. of the existing ordinary share capital
of the Company prior to the Placing.
The net proceeds from the Placing will be used to strengthen the
Company's balance sheet as partnering discussions progress and
provide working capital to continue to develop the Company's
portfolio of early-stage, high-value small molecule programmes .
The net proceeds of the Placing are expected to provide the Company
with at least twelve months working capital.
Commenting on the placing, Clive Dix, CEO of C4X Discovery,
said: "We thank our shareholders for their continued support. This
funding round, led by long-term investor, Polar Capital, further
strengthens C4XD's balance sheet and is an endorsement of the great
work we are doing across our pipeline of early-stage, high value
small molecules intended for out-licensing to the pharmaceutical
industry ."
Admission and settlement
Completion of the Placing remains subject to, inter alia, the
Admission of the Placing Shares to trading on AIM. Application will
be made to the London Stock Exchange for admission of the Placing
Shares to trading on AIM. The Placing Shares will be issued
pursuant to the existing authorities approved at the Company's
annual general meeting held on 18 January 2022. It is expected
that: (i) First Admission will occur, and that dealings in the
EIS/VCT Placing Shares subscribed for pursuant to the EIS/VCT
Placing of 3,000,000 Ordinary Shares will commence, at 8.00 a.m. on
15 August 2022; and (ii) General Admission will occur, and that
dealings in the General Placing Shares of 19,781,200 Ordinary
Shares will commence, at 8.00 a.m. on 16 August 2022. Upon
Admission, the Enlarged Share Capital is expected to be 252,013,172
Ordinary Shares. On this basis, the Placing Shares will represent
approximately 9.0 per cent. of the Enlarged Share Capital.
Related Party Transaction
As part of the Placing, Polar Capital Biotechnology Fund]
("Polar"), a substantial shareholder of the Company, and therefore
a Related Party as defined by the AIM Rules, has subscribed for a
total of 12,000,000 Placing Share at the Issue Price of 25 pence.
Following completion of the Placing, Polar will have an aggregate
interest in 42,000,000 Ordinary Shares, representing approximately
16.7 per cent. of the Enlarged Share Capital.
The independent Directors for the purpose of the Placing, being
all of the Directors of the Company, having consulted with the
Company's nominated adviser, Panmure Gordon, consider that the
terms of the related party transaction are fair and reasonable
insofar as the Shareholders are concerned.
The capitalised terms used in this announcement have the same
meanings as in the Launch Announcement published by the Company at
7.00 a.m. today unless otherwise stated.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Bradley Richard Hoy, a
director of the Company.
For further information, please contact:
C4X Discovery Holdings
Mo Noonan, Communications +44 (0)787 6444977
Panmure Gordon (UK) Limited (NOMAD and
Broker)
Freddy Crossley, Emma Earl, Mark Rogers
(Corporate Finance) +44 (0)20 7886 2500
Rupert Dearden (Corporate Broking)
C4X Discovery Media - Consilium Strategic
Communications
Mary-Jane Elliott, Chris Gardner, Matthew
Neal +44 (0)203 709 5700
About C4X Discovery
C4X Discovery ("C4XD") is a pioneering Drug Discovery company
combining scientific expertise with cutting-edge Drug Discovery
technologies to efficiently deliver world leading medicines, which
are developed by our partners for the benefit of patients. We have
a highly valuable and differentiated approach to Drug Discovery
through our enhanced DNA-based target identification and candidate
molecule design capabilities, generating small molecule drug
candidates across multiple disease areas including inflammation,
oncology, neurodegeneration and addictive disorders. Our
commercially attractive portfolio ranges from early-stage novel
target opportunities to late-stage Drug Discovery programmes ready
for out-licensing to partners and we have two commercially
partnered programmes with one candidate in clinical
development.
We collaborate with leading pharmaceutical and life sciences
companies to enrich our expertise and take our assets through
pre-clinical and clinical development. Through early-stage
revenue-generating licensing deals, we realise returns from our
high value pre-clinical assets which are reinvested to maximise the
value of our Drug Discovery portfolio.
For additional information please go to:
www.c4xdiscovery.com
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole
responsibility of, the Company. The distribution of this
announcement or any information contained in it, and the offering
or sale of securities in jurisdictions other than the United
Kingdom may be restricted by law, and therefore persons coming into
possession of this announcement and/or any related communications
should inform themselves about and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129) to be published.
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 nor any of its affiliates
or agents (or any of their respective directors, officers,
employees or advisers) for the contents of the information
contained in this announcement, or any other written or oral
information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of Panmure Gordon or any of
its affiliates in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefore is expressly disclaimed.
Panmure Gordon and its affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this announcement and no representation or
warranty, express or implied, is made by Panmure Gordon or any of
its affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
announcement and nothing in this announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in connection with the Placing must
be made solely on the basis of publicly available information,
which has not been independently verified by Panmure Gordon.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire the Placing
Shares will be deemed to have read and understood this Announcement
in its entirety (including the appendices) and to be making such
offer on the terms and subject to the conditions herein, and to be
providing the representations, warranties and acknowledgements
contained in the appendices.
Members of the public are not eligible to take part in the
Placing and no public offering of securities will be made.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended).
This Announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area who are qualified investors ("qualified investors")
as defined in Article (2)(e) of Regulation EU/2017/1129 (the
"Prospectus Regulation"); and (b) in the United Kingdom, qualified
investors who are persons (1) who have professional experience in
matters relating to investments falling within Article 19(1)
(Investment Professionals) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); (2) falling within Article 49(2)(a) to (d) (High net
worth companies, unincorporated associations, etc.) of the Order;
or (3) other persons to whom it may otherwise lawfully be
communicated without being accompanied by any further statements
and/or warnings required by the Order and not included in this
Announcement (all such persons together being referred to as
"Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the
"FCA"), is acting as Nominated Adviser and broker to the Company
and no one else for the purposes of the AIM Rules for Companies and
the AIM Rules for Nominated Advisers in connection with the
Placing. Accordingly, it will not be responsible to any person
other than the Company for providing the regulatory and legal
protections afforded to customers of Panmure Gordon (UK) Limited or
for advising any other person on the contents of this Announcement
or any matter, transaction or arrangement referred to in it.
This Announcement may not be published, distributed, forwarded
or transmitted directly or indirectly, in whole or in part, in or
into the United States. These materials do not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States.
This Announcement and the information contained herein are not
for publication or distribution in the United States or to any U.S.
person ("US Person") within the meaning of Regulation S
("Regulation S") under the United States Securities Act of 1933, as
amended (the "Securities Act"). Any failure to comply with this
restriction may constitute a violation of United States securities
laws.
The Placing Shares (or any part thereof) described in this
Announcement have not been, and will not be, registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, within,
in or into the United States or to any US Person, unless registered
under the Securities Act or conducted pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. The Placing Shares are being offered and sold
solely outside of the United States in offshore transactions in
accordance with Regulation S to investors who are not US Persons.
There will be no public offering of the Placing Shares in the
United States, the United Kingdom or elsewhere.
Furthermore, the Placing Shares (or any part thereof) have not
been and will not be registered under the applicable laws of any of
Canada, Australia, Japan, the Republic of South Africa, New Zealand
or of any other jurisdiction where to do so would be unlawful and,
consequently, may not be offered or sold to any national, resident
or citizen thereof. The distribution of this Announcement and the
Placing of the Placing Shares as set out in this Announcement in
certain jurisdictions may be restricted by law. No action has been
taken that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such securities in any jurisdictions
where action for that purpose is required. Persons into whose
possession this Announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.
FORWARD-LOOKING STATEMENTS
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results (including the outcome of collaborations and
commercial discussions) could differ materially from those
contained in the forward-looking statements. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe",
"predict" or other words of similar meaning. Examples of
forward-looking statements include, amongst others, statements
regarding or which make assumptions in respect of the planned use
of the proceeds of the Placing, the liquidity position of the
Company and its subsidiaries ("the Group"), the future performance
of the Group, future foreign exchange rates, interest rates and
currency controls, the future political and fiscal regimes in the
overseas markets in which the Group operates, the Group's future
financial position, plans and objectives for future operations and
any other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not
limited to, economic and business conditions, the effects of
continued volatility in credit markets, market-related risks such
as changes in interest rates and foreign exchange rates, the
policies and actions of governmental and regulatory authorities,
changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of future acquisitions
and other strategic transactions and the impact of competition. A
number of these factors are beyond the Company's control. As a
result, the Company's actual future results may differ materially
from the plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. These forward-looking statements reflect
the Company's judgement at the date of this Announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims, and none of the
Company, Panmure or any of their respective directors, officers,
employees, agents, affiliates or advisers assumes, any
responsibility or obligation or undertaking to update, amend,
revise, release publicly any updates or revisions to any forward
looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such
statement is based. 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 years will necessarily match or exceed the historical or
published earnings of the Company. Past performance of the Company
cannot be relied on as a guide to future performance and persons
reading this announcement are cautioned not to place undue reliance
on such forward-looking statements.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
IOEBKDBNDBKDCFD
(END) Dow Jones Newswires
August 11, 2022 07:43 ET (11:43 GMT)
C4x Discovery (LSE:C4XD)
Historical Stock Chart
From Apr 2024 to May 2024
C4x Discovery (LSE:C4XD)
Historical Stock Chart
From May 2023 to May 2024