Circassia Pharmaceuticals Plc Issue of Equity - AstraZeneca (8544L)
24 April 2018 - 4:00PM
UK Regulatory
TIDMCIR TIDMAZN
RNS Number : 8544L
Circassia Pharmaceuticals Plc
24 April 2018
24 April 2018
CIRCASSIA PHARMACEUTICALS PLC
ASTRAZENECA TO SUBSCRIBE FOR ADDITIONAL SHARES IN CIRCASSIA;
AMENDMENT OF DEVELOPMENT AND COMMERCIALISATION AGREEMENT
On 17 March 2017, Circassia Pharmaceuticals plc (Circassia)
entered into a development and commercialisation agreement (the
DCA) with AstraZeneca, which resulted in AstraZeneca becoming a
substantial shareholder of Circassia. AstraZeneca currently holds
14.2% of Circassia's issued share capital. Circassia today
announces that Circassia and AstraZeneca have agreed to amend
certain terms of the DCA, including the points set out below.
In addition to the amendments to the DCA, AstraZeneca has agreed
to subscribe in cash for further shares in Circassia (the New
Shares). The number of New Shares will result in AstraZeneca
holding up to 19.9% in number of the aggregate of Circassia shares,
including the New Shares (the Equity Threshold).
It is anticipated that AstraZeneca will subscribe for the New
Shares shortly after Shareholder Approval is obtained (the Issue
Date). The subscription amount received by Circassia will be
applied towards the outstanding deferred R&D activity costs
payable by Circassia to AstraZeneca under the DCA at the end of
2018 and 2019, which total US$45 million. Additionally, any
outstanding R&D activity costs not satisfied by the
subscription amount and not settled by 31 December 2019 will be
addressed via the previously agreed DCA vendor loan facility, in
the event other sources of funding are unavailable.
The number of New Shares to be allotted and issued by Circassia
to AstraZeneca will be calculated by dividing the aggregate
subscription amount by the relevant share price of Ordinary Shares.
The aggregate subscription amount to be paid by AstraZeneca for the
New Shares will be capped to ensure that its maximum amount shall
be such that AstraZeneca and its affiliates do not hold Circassia
Shares above the Equity Threshold, or that the aggregate amount
totals US$45 million, whichever is lower. The price per share that
AstraZeneca will pay will be the lower of (i) US$1.2414, being the
US$ denominated volume-weighted average share price for the trading
of Circassia shares over the 20 (twenty) trading days up to and
including the trading day immediately prior to the date of this
announcement and (ii) the US$ denominated volume-weighted average
share price for the trading of Circassia shares over the 20
(twenty) trading days up to (and including) the trading day
immediately prior to the Issue Date (the latter price being itself
subject to a floor price of US$1.05).
The subscription of the New Shares by AstraZeneca is conditional
on a number of conditions being satisfied including, among others,
Circassia obtaining the relevant shareholder approval (the
Shareholder Approval) and Circassia not being in an Offer Period as
defined in the City Code on Takeovers and Mergers.
Circassia and AstraZeneca have agreed to amend the terms of the
loan amount under the DCA (including extending the repayment period
from 3 years to 5 years). The loan will remain on customary terms
assuming the amendments are approved by shareholders.
Circassia and AstraZeneca have agreed to amend certain
provisions relating to Circassia's option to secure the exclusive
commercial rights to Tudorza(R) in the inhaled administration for
all respiratory indications in the United States (the Tudorza(R)
Option) to give Circassia further flexibility in relation to the
exercise of the Tudorza(R) Option.
Circassia will announce the date of the shareholder general
meeting to seek the Shareholder Approval in due course.
For further information, please contact:
Circassia
Steve Harris, Chief Executive Tel: +44 (0) 1865 405
Officer 560
Julien Cotta, Chief Financial
Officer
Rob Budge, Corporate Communications
JP Morgan Cazenove
James Mitford / James Deal Tel: +44 (0) 20 7742
4000
Numis Securities
Clare Terlouw / Freddie Tel: +44 (0) 20 7260
Barnfield 1000
FTI Consulting
Simon Conway / Mo Noonan Tel: +44 (0) 20 3727
1000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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