TIDMIMM
RNS Number : 2521O
Immupharma PLC
05 February 2016
5 FEBRUARY 2016
ImmuPharma PLC
Placing and Subscription Raises GBP8.3 million
ImmuPharma PLC (LSE:IMM) ("ImmuPharma" or the "Company"), the
specialist drug discovery and development company, is pleased to
announce the successful completion of the conditional fund raise,
comprising the Placing and Subscription, announced earlier
today.
The Company has conditionally raised, in aggregate, GBP8.3
million (before expenses) by way of the placing of 14,901,800 new
ordinary shares of 10 pence each in the Company ("Placing Shares")
at the Placing Price of 26 pence per share to raise GBP3.9 million
and the subscription of 17,021,277 Subscription Shares by Lanstead
at the Issue Price of 26 pence per share to raise GBP4.4 million.
The Subscription has been completed pursuant to a related Sharing
Agreement, the terms of which were provided in the announcement
made earlier today. The net proceeds of the Placing and
Subscription receivable by the Company will be used to fund the
pivotal Phase III clinical trial of Lupuzor(TM), the Company's lead
programme for the potential breakthrough compound for Lupus.
In total, the 32,774,141 new Ordinary Shares to be issued, in
respect of the Placing Shares, Subscription Shares and the 851,064
Value Payment Shares (the "New Ordinary Shares"), represent
approximately 37.0 per cent. of the existing issued share capital
of the Company prior to the Placing and Subscription. The Placing
Price and Issue Price represent a discount of 10.3 per cent. to the
average mid-market closing price on 4 February 2016, being the last
practicable date prior to the date of this announcement.
Completion of the Placing, Subscription and the Sharing
Agreement remains subject, inter alia, to the approval of the
Resolutions at the General Meeting to be held on or around 10 a.m.
on 22 February 2016, and on the Admission of the New Ordinary
Shares to trading on AIM. Admission is expected to take place at 8
a.m. on 25 February 2016 (or such later date as Panmure Gordon and
the Company may agree, being not later than 8 a.m. on 24 March
2016) at which time the Placing and Subscription will become
unconditional, and that dealings in the New Ordinary Shares on AIM
will commence at the same time.
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, including the right to all dividends
and other distributions declared, made or paid in respect of the
Existing Ordinary Shares following the date of Admission.
The Company has applied to HM Revenue and Customs to receive VCT
Advance Assurance and / or EIS Advance Assurance. The issue of any
EIS Shares and the VCT Shares within the Placing is conditional
upon EIS Advance Assurance and VCT Advance Assurance respectively
being obtained prior to 22 February 2016 (or such later date as
Panmure Gordon and the Company may agree, being not later than 23
March 2016). However, despite EIS Advance Assurance having
previously been obtained by the Company, there can be no certainty
that either VCT Advance Assurance or EIS Advance Assurance will be
granted by HM Revenue and Customs, or that either VCT Advance
Assurance or EIS Advance Assurance will be forthcoming in advance
of the dates given above. The Placing will nonetheless proceed
(subject to the other conditions of the Placing Agreement) for the
Placing Shares which are not EIS Shares or VCT Shares even if
Advance Assurances are not obtained.
A Circular to Shareholders, including a notice convening the
General Meeting, will be despatched today and will also be
available on the Company's website shortly at
http://www.immupharma.org/. The Directors have irrevocably
undertaken to vote in favour, or procure the vote in favour, of the
Resolutions, amounting to, in aggregate, 26,648,779 Ordinary
Shares, representing approximately 30.07 per cent. of the Existing
Ordinary Shares.
Director Dealings and Related Party Transaction
In addition to the participation by Simbec-Orion Limited, the
international CRO conducting the Lupuzor(TM) Phase III trial, in
the Placing, all of the Directors of the Company have participated
in the Placing, as set out in the table below:
Director Number % of Existing Placing Resulting % of enlarged
of Ordinary Ordinary Shares number share
Shares Shares acquired of Ordinary capital
currently Shares
held held
--------------- ------------- -------------- ---------- ------------- --------------
Robert Zimmer 23,056,602 26.02% 1,230,769 24,287,371 20.01%
--------------- ------------- -------------- ---------- ------------- --------------
Tim McCarthy - - 38,462 38,462 0.03%
--------------- ------------- -------------- ---------- ------------- --------------
Dimitri
Dimitriou 3,528,968 3.98% 38,462 3,567,430 2.94%
--------------- ------------- -------------- ---------- ------------- --------------
Franco Di
Muzio 60,950 0.07% 38,462 99,412 0.08%
--------------- ------------- -------------- ---------- ------------- --------------
Stephane
Mery 2,259 0.0025% 19,231 21,490 0.02%
--------------- ------------- -------------- ---------- ------------- --------------
Immediately following Admission, the Directors will together
hold 28,014,165 Ordinary Shares, representing 23.1 per cent. of the
Company's share capital enlarged by the New Ordinary Shares.
Where a company enters into a related party transaction, under
the AIM Rules the independent directors of the company are
required, after consulting with the company's nominated adviser, to
state whether, in their opinion, the transaction is fair and
reasonable in so far as its shareholders are concerned.
As detailed above, Robert Zimmer has an interest in
approximately 23,056,602 Ordinary Shares (representing an interest
of approximately 26.0 per cent. of the Existing Ordinary Shares).
By virtue of Robert Zimmer's current interests in the Company, he
is considered to be a "related party" as defined under the AIM
Rules, and accordingly his participation in the Placing constitutes
a related party transaction for the purposes of Rule 13 of the AIM
Rules.
The independent Directors, consider, having consulted with the
Company's nominated adviser, Panmure Gordon, that the terms of
Robert Zimmer's participation in the Placing are fair and
reasonable insofar as the Company's Shareholders are concerned.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
Financial Adviser, Nominated Adviser and Corporate Broker.
For further information please contact:
ImmuPharma plc + 44 (0) 20 7152
Tim McCarthy, Chairman 4080
Lisa Baderoon, Head of Investor + 44 (0) 7721 413496
Relations lisa.baderoon@immupharma.com
www.immupharma.org
---------------------------------- ------------------------------
Panmure Gordon (Financial
Adviser, Nominated Adviser
& Broker)
Fred Walsh, Duncan Monteith,
Corporate Finance
Charles Leigh-Pemberton,
Corporate Broking +44 (0) 20 7886 2500
---------------------------------- ------------------------------
Capital Access Group (Investor
Relations)
Simon Courtney
Elliott Berstock +44(0)20 3763 3400
---------------------------------- ------------------------------
All defined terms used in this announcement are defined, unless
otherwise defined here, in the appendix to the Proposed Placing and
Subscription and Notice of General Meeting announcement made
earlier today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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