TIDMMXCT
RNS Number : 0996B
MaxCyte, Inc.
31 March 2017
THIS ANNOUNCEMENT (INCLUDING ITS APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US
PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT")), OR IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Proposed Placing to raise up to approximately GBP20.0
million
Net proceeds of the placing will support the expansion of the
Company's CARMA platform and accelerate the Company's growth
strategy
Maryland, US - 7.00 a.m., 31 March 2017: MaxCyte (LSE: MXCT), a
US-based global company dedicated to driving the acceleration of
the discovery, development, manufacturing and commercialisation of
next-generation, cell-based medicines, announces today a proposed
conditional placing to raise up to approximately GBP20.0 million
before expenses (the "Placing") via a placing of up to 7,275,000
new shares of Common Stock of the Company (the "New Common Stock"),
representing approximately 16.7 per cent. of the Company's existing
Common Stock, to current and new institutional and other investors.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
Finanical Adviser, Nominated Adviser and sole Broker to the
Company.
The Company is developing CARMA, its breakthrough, proprietary
platform in immuno-oncology, designed to rapidly manufacture
chimeric antigen receptor (CAR) therapies for solid tumour and
blood cancers, and a related pipeline of next-generation cell
therapies. The Company is currently generating pre-clinical data,
through its strategic research collaborations with the Johns
Hopkins Kimmel Cancer Center and with the Washington University in
St. Louis, to validate its CARMA platform in solid tumours and
haematological malignancies and plans to generate human
proof-of-concept data which will enable potential high-value
licensing deals for CARMA, with the first program in ovarian cancer
targeting the Mesothelin antigen.
The Directors intend to use the net proceeds of the Placing
receivable by the Company from the issue of the New Common Stock to
accelerate the Company's growth strategy and execute on the
significant commercial opportunities available, including to:
-- Advance and expand the development of the CARMA platform
through investment in pre-clinical and clinical studies in targeted
indications. Investment in the CARMA pipeline will include:
o Furthering its program for Acute Myeloid Leukemia through its
IND application and into clinical studies; and
o Expanding into new indications, financing pre-clinical and IND
enabling studies in advance of possible clinical studies.
-- Increased engagement in high-value research, clinical and
commercial licenses in a diverse range of fields, including
immuno-oncology, gene editing and regenerative medicine, through
expansion of business development for the cell therapy market.
-- Continue collaboration and licensing agreements with leaders
in the CAR-based immuno-oncology field in both solid tumours and
haematological malignancies through targeted R&D investment to
develop next-generation therapies.
-- Investment in sales and marketing efforts, including further
expansion of the Company's direct sales and field science teams in
the US and Europe to continue to broaden its customer base of
leading pharmaceutical and biotechnology companies.
-- Expanding the use of MaxCyte's platform in large-scale
biopharmaceutical transient protein manufacturing, including viral
vectors where the Company has patent rights (including for
lentiviruses), antibodies and vaccines.
-- Leveraging the Company's Asian distribution network to meet
growing market demand for the Company's products and
technology.
Doug Doerfler, President & Chief Executive Officer, said:
"Following our successful listing on AIM in 2016 we have made
significant progress across our business including in the
development of our high-value CARMA immuno-oncology platform. The
funds raised during this proposed placing will enable us to
accelerate the development of this promising technology, which we
believe has potential in solid tumors and haematological
malignancies which have been difficult to address with current CAR
approaches. At the same time, our work with new and existing
partners on programs across a diverse range of fields, including
immuno-oncology, gene editing and regenerative medicine, continues
to progress well as our customer base expands. We would like to
thank our new and existing investors for their continued interest
and commitment to our work."
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement in accordance with the
terms and conditions set out in Appendix II. The New Common Stock
are not being made available to the public. It is envisaged that
the Bookbuild will be closed no later than 4.30 p.m. today, 31
March 2017. Details of the number of New Common Stock, the price
per share of New Common Stock (the "Placing Price") and the
approximate gross proceeds of the Placing will be announced as soon
as practicable after the closing of the Bookbuild. The Placing will
not be underwritten.
The Placing is conditional upon, inter alia, the approval of the
relevant Resolutions by Stockholders at the Special Meeting to be
held at 11.00 a.m. (EDT) / 4.00 p.m. (BST) on 20 April 2017 at 22
Firstfield Road, Suite 110, Gaithersburg, Maryland 20878, United
States, admission of the New Common Stock to trading on AIM
becoming effective ("Admission") and the Placing Agreement between
the Company and Panmure Gordon not having been terminated prior to
Admission. It is expected that Admission will become effective and
that dealings in the New Common Stock will commence at 8.00 a.m. on
or around 24 April 2017. A circular to Stockholders convening the
requisite Special Meeting is expected to be posted later today.
Further details of the Placing are set out in Appendix I to this
announcement. The capitalised terms used in this announcement have
the meaning set out in the Appendix III to this announcement.
All references to times and dates in this announcement are to
times and dates in London, United Kingdom, unless otherwise
stated.
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the proposed Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities.
About MaxCyte
MaxCyte (LSE: MXCT), is a US-based global company dedicated to
driving the acceleration of the discovery, development,
manufacturing and commercialisation of next-generation, cell-based
medicines. The Company provides its patented, high-performance cell
engineering platform to biopharmaceutical partners engaged in drug
discovery and development, biomanufacturing, and cell therapy,
including gene editing and immuno-oncology. With its robust
delivery platform, MaxCyte's team of scientific experts helps its
partners to unlock their product potential and solve problems. This
platform allows for the engineering of nearly all cell types,
including human primary cells, with any molecule, at any scale. It
also provides a high degree of consistency and minimal cell
disturbance, thereby facilitating rapid, large-scale, clinical and
commercial grade cell engineering in a non-viral system and with
low-toxicity concerns. The Company's cell-engineering platform is
FDA-accredited, providing MaxCyte's customers and partners with an
established regulatory path to commercialise cell-based
medicines.
For more information, visit http://www.maxcyte.com/
MaxCyte +1 301 944 1660
Doug Doerfler, Chief Executive
Officer
Ron Holtz, Chief Financial
Officer
Nominated Adviser and Broker
Panmure Gordon (UK) Limited
Freddy Crossley (Corporate
Finance)
Duncan Monteith
Ryan McCarthy
Tom Salvesen (Corporate Broking) +44 (0) 20 7886 2500
Financial PR Adviser +44 (0)203 709 5700
Consilium Strategic Communications maxcyte@consilium-comms.com
Mary-Jane Elliott
Chris Welsh
Lindsey Neville
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING ITS APPICES) (TOGETHER, 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, TO US PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) ("US PERSONS") OR IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A) AND (B), TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE NEW COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO BE,
REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY
PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN
ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF
APPLICABLE SECURITIES LEGISLATION. ACCORDINGLY, SUBJECT TO CERTAIN
EXCEPTIONS, THE NEW COMMON STOCK MAY NOT, DIRECTLY OR INDIRECTLY,
BE OFFERED OR SOLD WITHIN JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA,
THE REPUBLIC OF SOUTH AFRICA OR A NATIONAL, CITIZEN OR RESIDENT OF
JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR REPUBLIC OF SOUTH
AFRICA.
FURTHERMORE, THE NEW COMMON STOCK MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US
PERSONS ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NEW COMMON
STOCK ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO
NON-US PERSONS IN "OFFSHORE TRANSACTIONS" (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN RELIANCE ON
THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION 903(B)(3),
OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES ACT.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Japan, any province of Canada, Australia, the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The distribution of this Announcement and/or the Placing and/or
issue of the New Common Stock in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Panmure
Gordon or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the New Common
Stock or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Common
Stock in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Panmure Gordon to inform themselves
about and to observe any such restrictions.
The New Common Stock have not been approved or disapproved by
the US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United States domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
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. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish 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.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Panmure Gordon will not be responsible to anyone
(including any placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
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 or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
Appendix I
Proposed Placing and Notice of Special Meeting
Background to and Reasons for the Placing
Company overview
MaxCyte (LSE: MXCT), is a US-based global company dedicated to
driving the acceleration the discovery, development, manufacturing
and commercialisation of next-generation, cell-based medicines. The
Company provides its patented, high-performance cell engineering
platform to biopharmaceutical partners engaged in drug discovery
and development, biomanufacturing, and cell therapy, including gene
editing and immuno-oncology. The Company's patented Flow
Electroporation(TM) Technology enables its products to deliver for
its customers and its partners fast, reliable and scalable cell
engineering to drive the research and clinical development of next
generation medicines. This platform allows for the engineering of
nearly all cell types, including hard-to-transfect human primary
cells, with any molecule, at any scale. It also provides a high
degree of consistency and minimal cell disturbance, thereby
facilitating rapid, large-scale, clinical and commercial grade
high-performance cell engineering in a non-viral system and with
low-toxicity concerns. The Company's cell-engineering platform is
FDA-accredited, providing MaxCyte's customers and partners with an
established regulatory path to commercialise cell-based
medicines.
MaxCyte is also developing CARMA, its proprietary, breakthrough
platform in immuno-oncology, to rapidly manufacture chimeric
antigen receptor (CAR) therapies for a broad range of cancer
indications, including solid tumours where existing CAR-T
approaches face significant challenges.
Leading the Future of Cell-Based Medicines Through Investments
in MaxCyte's Discovery Platform & Infrastructure
In 2016, its first year as a publicly traded company, MaxCyte
made significant progress across its business: increasing the
number of its licensees for its unique cell engineering platform
for use in drug discovery and cell therapy, including
immuno-oncology and gene editing; expanding its Asia distributor
network; investing in global sales, marketing and scientific
applications support for its customers and partners; filling a key
strategic business development position in support of its CARMA
program; and, continuing to enable the development of a new
generation of cell-based medicines for treatment of patients.
The Company's proprietary Flow Electroporation(TM) Technology, a
cell-engineering technology designed to safely and reproducibly
modify a broad range of cell types (including hard-to-transfect
cells) with high efficiency, low cytotoxicity, and at the scale
required to treat patients, continues to advance its position as an
industry standard for creating therapeutics from cells as
demonstrated through its use in more than 40 partnered programmes,
including over 15 programmes licensed for clinical development and
two programmes for commercial use. The Company's technology is
licensed to partners to enable the development of new generation
cell therapies, providing the Company with high-value recurring
annual fees, which are complemented by an attractive recurring
revenue stream from the sale of its proprietary single-use
disposable processing assemblies. As cell-based therapeutic
products progress through clinical development towards therapeutic
product approval and commercialisation, the Directors believe that
the Company has the opportunity to enter into higher value deals to
provide commercial use rights to the developer, such as the license
deal with CRISPR Therapeutics (NASDAQ:CRSP) and its partners
announced on 14 March 2017. Such deals can include up front license
fees, milestones and sales-based payments, as well as further
instrument license fees and processing assembly sales.
In addition, the Company has made many advances in developing
CARMA, its breakthrough, proprietary platform in immuno-oncology,
designed to rapidly manufacture CAR therapies. CARMA allows simple
and rapid manufacture of advanced CAR-based cancer treatments that
utilize a patient's own immune system and is differentiated from
traditional CAR therapy due to its use of mRNA to engineer the
immune cells that are delivered back into a patient. By utilizing
transient expression via mRNA delivery, CARMA has been to show in
pre-clinical studies to control severe adverse side-effects seen in
first-generation, viral-based CAR therapies, opening the high
potency of CAR immunotherapies to a broader range of cancers than
traditional CAR approaches, and offers the potential to deliver
precise therapies for patients significantly faster and without the
cost and complexity of virus-based CAR therapies that involve
longer manufacturing time and require centralized manufacturing.
MaxCyte is advancing the clinical development of CARMA via a
strategic collaboration with the Johns Hopkins Kimmel Cancer Center
in Baltimore, Maryland. In addition, in 2016, MaxCyte entered into
a second collaboration for CARMA, with the Siteman Cancer Center at
Washington University in St. Louis, Missouri, to develop CAR
therapy drug candidates for blood cancers based on CARMA.
MaxCyte is also enabling a new generation of therapies growing
out of the convergence of technological advances, such as various
immunotherapy approaches and gene editing, which allows precise
deletion, addition or alteration at specific sites in a gene,
enabling precise control over gene function. Proof of concept for
the potential of the Company's technology in gene editing was
evidenced by publication of results in the peer-reviewed journal
Science Translational Medicine from a collaborative study between
MaxCyte and the U.S. NIH's NIAID in January 2017 demonstrating
clinically-relevant levels of CRISPR-Cas9 repair in stem cells from
patients with a rare immunodeficiency disorder. The data published
in this study of a potential treatment for X-linked chronic
granulomatous disease (CGD) demonstrated proof of concept for the
effectiveness of MaxCyte technology for enabling CRISPR based gene
repair, thereby significantly enhancing the Company's potential
addressable market.
Further significant accomplishments achieved in 2016 and early
2017 have included:
-- Generation of revenues for fiscal year 2016 of $12.3 million,
from sales of instruments and disposables for drug discovery and
development and biomanufacturing, as well as from licensing of
instruments and disposable sales for cell therapy development. This
32% increase over 2015 extends for a second consecutive year the
Company's revenue growth of 30% or more.
-- Expansion of the Company's customer base of leading
pharmaceutical and biotechnology companies, including nine of the
top ten global biopharmaceutical companies by revenue with more
than 170 instruments placed. In addition, the Company grew its cell
therapy partnered programmes with new and existing customers to
more than 40 covering a diverse range of fields, including
immuno-oncology, CAR-based immuno-oncology, gene editing and
regenerative medicine. More than 15 of these programmes are
licensed for clinical-stage use.
-- Secured the Company's first commercial phase gene editing
license agreement for non-exclusive rights to its cell engineering
platform with CRISPR Therapeutics (NASDAQ:CRSP), a
biopharmaceutical company focused on creating transformative
gene-based medicines for serious diseases, and with Casebia
Therapeutics, a joint-venture established by CRISPR Therapeutics
and Bayer AG for the development of CRISPR/Cas9 therapies targeting
hemoglobin-related diseases and severe combined immunodeficiency
(SCID). This agreement is a key milestone in the validation of the
Company's cell therapy business strategy of achieving higher value
agreements as partners move through development towards partnering
and commercialisation.
-- Continued collaboration with world leaders in the CAR field
in both solid cancers and haematological malignancies. These
collaborations include eight academic-initiated clinical trials
that use MaxCyte's technology, some of which have shown early
indications of anti-tumour activity with no overt evidence of
on-target, off-tumour toxicity.
-- Continued advancement of CARMA collaboration with Johns
Hopkins Kimmel Cancer Center and initiation of strategic research
collaboration with the Washington University in St. Louis to
develop CARMA platform in blood cancers.
-- Expansion of the Company's Asia distribution network by
appointing distributor partners in Japan and Singapore and
advancing existing distributor relationships in India, South Korea
and China to serve growing demand for the Company's products. The
Company also invested in expanding its field applications and sales
teams in the US and Europe and invested in its global marketing
efforts to take advantage of momentum in demand for its
offerings.
-- Appointment of Debra K. Bowes as Executive Vice President,
Business and Strategic Development, to lead alliance-building
efforts for CARMA. Ms. Bowes has more than 25 years' experience in
corporate strategy, licensing and in the creation of partnerships
to advance the development and commercialisation of
biopharmaceutical products.
-- Continued validation from and engagement with the wider
scientific community by publishing the Company's scientific
findings in a peer-reviewed article in Science Translational
Medicine, and presenting additional findings at conferences
worldwide, including the American Society of Gene and Cell Therapy
Annual Meeting, the Keystone Symposia on Precision Genome
Engineering, the Annual Biophysical Society Meeting, the BioProcess
International Conference & Exposition, and CHI's Cancer
Biotherapeutics Conference.
Growth strategy
MaxCyte leverages its proprietary, high performance cell
engineering platform to create high value relationships across the
pharma and biotech industry. The consistency, scalability, ease of
use and broad applicability of its technology enables users to
solve unique challenges, accelerate timelines and achieve reliable
and consistent results. The Company has successfully executed a
growth strategy focused on developing compelling evidence of the
effectiveness of its platform in specific applications and then
driving adoption globally among biotech and pharma users through
worldwide licensing for cell therapy development and related
processing assembly sales, and through flow electroporation
instrument and related processing assemblies sales via direct
marketing in the US and Europe and via distributors in Asia.
MaxCyte licenses its platform to developers of cell based
therapeutics for research, clinical and commercial use, generating
through those relationships more than 40 programmes licensed for
research, clinical and/or commercial development. The Directors
believe that the Company will have significant revenue
opportunities in the future through additional high-value
commercial agreements arising from its cell therapy partnered
programmes.
MaxCyte sells its flow electroporation instruments and
processing assemblies for Drug Discovery and Development in
applications including cell based assays for drug screening, rapid
scalable protein production, biomanufacturing and stable cell line
development. The Directors believe that instrument and related
processing sales represent a continuing growth opportunity for
MaxCyte.
MaxCyte's growth strategy has also focused on developing data to
validate its CARMA platform in solid tumours and haematological
malignancies and plans to generate human proof-of-concept data
which will enable high-value licensing deals for CARMA, its
proprietary mRNA CAR therapeutic platform. Through its strategic
research collaborations with the Johns Hopkins Kimmel Cancer Center
and with the Washington University in St. Louis, the Company is
developing the CARMA platform in solid tumour and blood cancers and
a related pipeline of next generation cell therapies.
Examples of recent third party commercial partnering deals
reflective of those possible for CARMA include:
-- Amgen and Kite: Ph I/II-ready oncology license, $525m
milestones per product with $60m upfront payment
-- Pfizer and Cellectis: research oncology allogeneic license,
10% equity, milestones of $185m per target and $80m upfront
payment
-- Baxalta and Precision Biosciences: research haematological
oncology allogeneic license, deal total of $1.6bn with $105m
upfront payment
Use of Proceeds
The Directors intend to use the net proceeds of the Placing
receivable by the Company from the issue of the New Common Stock to
accelerate the Company's growth strategy and execute on the
significant commercial opportunities available, including to:
-- Advance and expand the development of the CARMA platform
through investment in pre-clinical and clinical studies in targeted
indications. Investment in the CARMA pipeline will include:
o Furthering its program for Acute Myeloid Leukemia through its
IND application and into clinical studies; and
o Expanding into new indications, financing pre-clinical and IND
enabling studies in advance of possible clinical studies.
-- Increase engagement in high-value research, clinical and
commercial licenses in a diverse range of fields, including
immuno-oncology, gene editing and regenerative medicine, through
expansion of business development for the cell therapy market.
-- Continue collaboration and licensing with leaders in the
CAR-based immuno-oncology field in both solid tumours and
haematological malignancies through targeted R&D investment to
develop next-generation therapies.
-- Invest in sales and marketing efforts (including further
expansion of the Company's direct sales and field science teams in
the US and Europe) to continue to broaden its customer base of
leading pharmaceutical and biotechnology companies.
-- Expand the use of its platform in large-scale
biopharmaceutical transient protein manufacturing, including viral
vectors where MaxCyte has patent rights (including for
lentiviruses), antibodies and vaccines.
-- Leverage the Company's Asia distribution network to meet
growing market demand for the Company's products and
technology.
Recent Financial Results
The Company announced its financial results on 20 March 2017.
Financial highlights for the year include:
-- Successful initial public offering (IPO) on the AIM market of
the London Stock Exchange on 29 March 2016 raising GBP10.0 million
(before expenses);
-- Revenues of $12.3 million, a 32% increase over $9.3 million in 2015;
-- Gross margins remained stable at 89%;
-- Operating expenses increased to $12.4 million before CARMA
expenses in 2016, compared to $8.7 million in 2015;
-- CARMA investment totaled $1.3 million for 2016, compared to $0.3 million for 2015;
-- Net loss before CARMA investment was $2.0 million including
$0.9 million in PLC expenses post-IPO (net loss before CARMA
expenses of $1.1 million in 2015);
-- Total assets were $16.1 million at the end of 2016, compared
to $6.4 million at the end of 2015; and
-- Cash and cash equivalents totaled $11.7 million at the end of
2016, compared to $2.4 million at the end of 2015.
Current Trading and Outlook
The Company remains focused on progressing its CARMA program and
driving both adoption of its technology and top-line growth from
expanding licensing and sales with new and existing customers.
MaxCyte anticipates its technology becoming more widely adopted in
drug discovery/development and in cell therapy because of the
unique power of its proprietary cell-engineering platform to
advance drug discovery and cell-based therapeutics, including
through expansion of the geographies it serves and advances into
new therapeutic areas to broaden the overall addressable market.
The MaxCyte team remains firmly dedicated to making possible key
advancements for human health in the revolutionary fields of
immuno-oncology and gene editing based on the Company's technology,
and the Board is confident for 2017 in delivering continued strong
growth for the year.
The Placing Agreement
On 31 March 2017, the Company and Panmure Gordon entered into
the Placing Agreement, pursuant to which the Company appointed
Panmure Gordon as the Company's agent to use its reasonable
endeavours to procure Placees. The Placing will be conducted by way
of the Bookbuild which will be launched immediately following this
announcement in accordance with the terms and conditions set out in
Appendix II. The New Common Stock are not being made available to
the public. It is envisaged that the Bookbuild will be closed no
later than 4.30 p.m. today, 31 March 2017. Details of the number of
New Common Stock, the Placing Price of New Common Stock and the
approximate gross proceeds of the Placing will be announced as soon
as practicable after the closing of the Bookbuild. The Placing is
not being underwritten by Panmure Gordon. The Company has agreed to
pay Panmure Gordon certain commissions and fees together with
reimbursement of certain costs and expenses in connection with its
appointment.
The Placing is conditional, amongst other things, on:
(a) the warranties contained in the Placing Agreement being
true, accurate and not misleading in any material respect as at the
date of the Placing Agreement and at all times up to and including
Admission by reference to the facts and circumstances existing from
time to time;
(b) the passing of the Resolutions (without amendment) at the
Special Meeting of Stockholders on 20 April 2017 (or such later
time and/or date as Panmure Gordon may in writing agree);
(c) the Company having complied with all of its obligations
under the Placing Agreement (to the extent such obligations fail to
be performed prior to Admission); and
(d) Admission taking place by 8.00 a.m. on 24 April 2017 (or
such other later date as may be agreed between the parties).
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of information given
in this announcement and the Circular made by the Company in
respect of the Placing as well as other matters relating to the
Company and its business. The Placing Agreement is terminable by
Panmure Gordon in certain circumstances prior to Admission,
including for force majeure or in the event of a material adverse
change to the business of the Company. If this right is exercised
or if the conditionality in the Placing Agreement is not satisfied,
the Placing will not proceed. The Company has also agreed to
indemnify Panmure Gordon against all losses, costs, charges and
expenses which it may suffer or incur as a result of, occasioned by
or attributable to the carrying out of its duties under the Placing
Agreement in respect of the New Common Stock.
The New Common Stock will be allotted and credited as fully paid
and will be identical in all respects with the Existing Common
Stock although the New Common Stock will be subject to the
conditions listed under section 903(b)(3), or Category 3, of
Regulation S.
Admission
Application will be made to the London Stock Exchange for the
New Common Stock to be admitted to trading on AIM. It is expected
that, subject to the passing of the Resolutions at the Special
Meeting, Admission will occur and dealings will commence in such
shares of New Common Stock on 24 April 2017 at 8.00 a.m. (or such
later date as Panmure Gordon and the Company may agree, being not
later than 8.00 a.m. on 15 May 2017).
As noted below in "Dealing and Settlement", upon Admission, the
New Common Stock will trade in the Company's new restricted line of
Common Stock under the symbol MXCR, and the New Common Stock (as
represented by Depository Interests) will be held in the CREST
system and will be segregated into a separate trading system within
CREST identified with the marker "REG S" and ISIN USU575801092.
US Securities Law Restrictions
The New Common Stock have not been, and will not be, registered
under the Securities Act or under any securities laws of any state
or other jurisdiction of the United States. The New Common Stock
will be offered or sold only to non-US Persons in "offshore
transactions" as defined in and pursuant to Regulation S or
otherwise in transactions that are exempt from, or not subject to,
the registration requirements of the Securities Act.
The New Common Stock offered to non-US Persons in the Placing
will be subject to the conditions listed under Section 903(b)(3),
or Category 3, of Regulation S. Under Category 3, Offering
Restrictions (as defined under Regulation S) must be in place in
connection with the Placing and additional restrictions are imposed
on resales of the New Common Stock. The New Common Stock will be
"restricted securities" as defined in Rule 144. Purchasers of the
New Common Stock may not offer, sell, pledge or otherwise transfer
New Common Stock, directly or indirectly, in or into the United
States or to, or for the account or benefit of, any US Person,
except pursuant to a transaction meeting the requirements of Rules
901 to 905 (including the Preliminary Notes) of Regulation S,
pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. All New Common Stock will be
subject to these restrictions until the expiration of the
Distribution Compliance Period. Hedging
transactions in the New Common Stock may not be conducted,
directly or indirectly, unless in compliance with the Securities
Act.
Dealing and Settlement
The New Common Stock will be allotted and issued fully paid and
will, on issue, be identical in all respects to the Company's
Existing Common Stock, free from all liens, charges and
encumbrances of any kind although the New Common Stock will be
subject to the conditions listed under section 903(b)(3), or
Category 3, of Regulation S. Application will be made to the London
Stock Exchange for the New Common Stock to be admitted to trading
on AIM, which is expected to occur on or around 24 April 2017.
Prior to Admission, the Company intends to remove the CREST
restrictions attached to the Existing Common Stock held by
non-affiliates (including those holders who are affiliates only by
virtue of their position as an officer or director of the Company)
of the Company, which will constitute the Company's unrestricted
line of Common Stock trading under the existing symbol MXCT.
Upon Admission, the New Common Stock will trade in the Company's
new restricted line of Common Stock under the symbol MXCR, and the
New Common Stock (as represented by Depository Interests) will be
held in the CREST system and will be segregated into a separate
trading system within CREST identified with the marker "REG S" and
ISIN USU575801092. Following Admission, the Company also intends to
transfer the existing Common Stock held by affiliates (other than
those who are affiliates only by virtue of their position as an
officer or director of the Company) to the new restricted line of
Common Stock, with such stock to continue to be held by such
affiliates in certificated form.
The New Common Stock held in CREST and the Common Stock of
affiliates held in certificated form will bear a legend
(electronically in the case of the former) stating, inter alia,
that the New Common Stock and such Common Stock may not be offered
or sold or otherwise transferred in the absence of registration
under the Securities Act, unless the transaction is exempt from, or
not subject, to the registration requirements of the Securities Act
and that resales or reoffers of the New Common Stock or such Common
Stock made offshore in reliance on Regulation S may not be offered
or sold to, or for the account or benefit of, US Persons during the
Distribution Compliance Period.
Upon expiration of the Distribution Compliance Period, the
Company intends to transfer the New Common Stock held by
non-Affiliates of the Company (including those holders who are
affiliates only by virtue of their position as an officer or
director of the Company) to the unrestricted line of Common
Stock.
Action to be taken in respect of the Special Meeting
Stockholders who hold physical certificates can vote in respect
of their shareholding by attending the Special Meeting or by
appointing one or more proxies to attend the meeting and vote on
their behalf.
Stockholders who hold Depository Interests can vote in respect
of their shareholding online through the CREST Proxy Voting Service
in accordance with the procedures set out in the CREST manual. In
addition, Stockholders who hold Depository Interests can direct the
Depository, Capita IRG Trustees Limited, to vote, or abstain from
voting, as per their instructions given to the Depository on the
Form of Direction enclosed.
Stockholders who hold physical certificates will find enclosed
with the Circular a Form of Proxy for use in connection with the
Special Meeting by Stockholders. To be valid, the Form of Proxy
must be signed and returned in accordance with the instructions
printed thereon as soon as possible to the Company's registrars,
Capita Asset Services at: PXS, 34 Beckenham Road, Beckenham BR3
4TU, UK, as soon as possible and, in any event, not later than 4.00
p.m. on 18 April 2017, or in the event of an adjournment 48 hours
(excluding non-business days) before the adjournment of the Special
Meeting. Completion and posting of the Form of Proxy will not
prevent a Stockholder from attending and voting in person at the
Special Meeting.
Stockholders who hold Depository Interests will find enclosed a
Form of Direction for use in connection with the Special Meeting.
The enclosed Form of Direction should be completed and returned to
the Company's registrars Capita Asset Services at: PXS, 34
Beckenham Road, Beckenham BR3 4TU, UK as soon as possible and, in
any event, not later than 4.00 p.m. on 13 April 2017, or in the
event of an adjournment 72 hours (excluding non-business days)
before the adjournment of the Special Meeting.
Stockholders holding either a physical certificate or a
Depository Interest may also cast their proxy vote at
www.capitashareportal.com by following the instructions found
there, or send their voting instructions via facsimile by sending
their duly completed and signed Form of Proxy or Form of Direction
to Ron Holtz, U.S. facsimile number 1-301-944-1703, to be received
no later than 5.00 p.m. (EDT) / 10.00 p.m. (BST) on 13 April
2017.
Recommendation
The Directors believe that the Placing will promote the success
of the Company for the benefit of its Stockholders as a whole.
Accordingly, they unanimously recommend that you vote in favour of
the Resolutions to be proposed at the Special Meeting, as they
intend to do in respect of their own beneficial shareholdings,
amounting to (in aggregate) 1,441,903 Common Stock, representing
approximately 3.31 per cent. of the Existing Common Stock at the
date of the Circular.
Appendix II
Terms & Conditions Of The Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED
TO IN (A) AND (B), TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE PLACING COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMED, (THE "SECURITIES ACT"), OR UNDER ANY OTHER SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OF AMERICA (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT (THE "UNITED
STATES")) OR UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY
PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN
ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF
APPLICABLE SECURITIES LEGISLATION. ACCORDINGLY, SUBJECT TO CERTAIN
EXCEPTIONS, THE PLACING COMMON STOCK MAY NOT, DIRECTLY OR
INDIRECTLY, BE OFFERED OR SOLD WITHIN THE UNITED STATES, JAPAN, ANY
PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR
OFFERED OR SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S OF THE SECURITIES ACT ("US PERSON")) OR
A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA,
AUSTRALIA OR REPUBLIC OF SOUTH AFRICA. THE PLACING COMMON STOCK ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-US
PERSONS IN "OFFSHORE TRANSACTIONS" (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN RELIANCE ON THE
SAFE HARBOUR FROM REGISTRATION PROVIDED BY CATEGORY 3 OF REGULATION
S UNDER THE SECURITIES ACT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
COMMON STOCK. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT
OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
Placees will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges to the Company and Panmure
Gordon that:
a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any New Common
Stock that are allocated to it for the purposes of its
business;
b) it is acquiring the New Common Stock for its own account or
for an account with respect to which it exercises sole investment
discretion, and has the authority to make and does make the
representations, warranties, indemnities, acknowledgments and
undertakings contained in this Appendix, and that it (and any such
account) is outside the United States, is not a US Person and is
acquiring the New Common Stock in an "offshore transaction" in
accordance with Regulation S under the Securities Act;
c) the New Common Stock will be subject to the conditions listed
under Section 903(b)(3), or Category 3, of Regulation S. The New
Common Stock are "restricted securities" as defined in Rule 144
under the Securities Act;
d) once the New Common Stock are admitted to trading on AIM, the
New Common Stock will trade in the Company's restricted line of
Common Stock under the symbol MXCR, and the New Common Stock
(represented by the Depository Interests) subscribed for and held
by non-Affiliates (as defined in Rule 405 of the Securities Act) of
the Company will be held in the CREST system and will be segregated
into a separate trading system within CREST identified with the
marker "REG S"; and
e) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any New Common Stock
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the European Economic
Area which has implemented the Prospectus Directive to Qualified
Investors, or in circumstances in which the prior consent of
Panmure Gordon has been given to each such proposed offer or
resale.
The New Common Stock have not been approved or disapproved by
the US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
The New Common Stock will be subject to the conditions listed
under Section 903(b)(3), or Category 3, of Regulation S and are
"restricted securities" as defined in Rule 144 under the Securities
Act, further details of which are included in "Registration and
Settlement" and "Rule 144 Restrictions" below.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing
Panmure Gordon has today entered into the Placing Agreement
under which, subject to the conditions set out in that agreement,
Panmure Gordon has agreed to use its reasonable endeavours to
procure subscribers for the New Common Stock at the Placing Price
with certain institutional and other investors, as further
described in this Announcement and as set out in the Placing
Agreement. It is anticipated that certain New Common Stock will be
issued to inter alia (i) investors entitled to benefit under the
rules of the Enterprise Investment Scheme ("EIS") ("EIS Common
Stock") and (ii) venture capital trusts ("VCTs") which will
subscribe for such New Common Stock using VCT funds ("VCT Common
Stock"). No element of the Placing is underwritten.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The New Common Stock will, when issued, be subject to the
Constitutional Documents, be credited as fully paid and rank pari
passu in all respects with the Existing Common Stock, including the
right to receive dividends and other distributions declared or made
in respect of Common Stock following Admission.
Application for Admission
Application will be made to the London Stock Exchange for
admission of the New Common Stock to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that Admission will become effective at 8.00 a.m. on 24 April 2017
and that dealings in the New Common Stock will commence at that
time.
Once the New Common Stock are admitted to trading on AIM, the
New Common Stock will trade in the Company's restricted line of
Common Stock under the symbol MXCR, and the New Common Stock
(represented by the Depository Interests) subscribed for and held
by non-Affiliates (as defined in Rule 405 of the Securities Act) of
the Company will be held in the CREST system and will be segregated
into a separate trading system within CREST identified with the
marker "REG S".
Participation in, and principal terms of, the Placing
1. Panmure Gordon is acting as broker and agent of the Company
in respect of the New Common Stock.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Panmure Gordon.
3. The Placing Price and the number of New Common Stock
(including the allocation to EIS Common Stock and VCT Common Stock)
to be issued will be agreed between Panmure Gordon and the Company
following completion of the Bookbuild.
4. Each prospective Placee's Placing Participation will be
determined by Panmure Gordon in its absolute discretion following
consultation with the Company and confirmed orally and/or via
written correspondence by Panmure Gordon as agent of the Company.
That oral and/or written confirmation will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) to subscribe for the number of New
Common Stock allocated to it at the Placing Price on the terms and
conditions set out in this Announcement and in accordance with the
Constitutional Documents.
5. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to Panmure Gordon as agent of the Company,
to pay in cleared funds immediately on the settlement date in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of New Common Stock that such Placee has agreed to
acquire in connection with the Placing, conditional upon Admission
becoming effective.
6. Irrespective of the time at which a Placee's Placing
Participation is confirmed, settlement for all New Common Stock to
be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under "Registration and
Settlement".
7. Each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating in the Placing
upon the terms and conditions contained in this Announcement, and
to be providing the representations, warranties, agreements,
indemnities, acknowledgements and undertakings, in each case as
contained in this Announcement.
8. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in all respects or is terminated, the Placing will not proceed and
all funds delivered by you to us in respect of your Placing
Participation will be returned to you at your risk without
interest.
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law, neither (i)
Panmure Gordon, nor (ii) any of its directors, officers, employees
or consultants, nor (iii) to the extent not contained in (i) or
(ii), any person connected with Panmure Gordon as defined in the
FCA Rules ((i), (ii) and (iii) being together "Panmure affiliates"
and individually a "Panmure affiliate"), shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, Panmure Gordon nor any of the
Panmure affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Panmure Gordon's conduct of the Bookbuild or of such alternative
method of effecting the Placing as Panmure Gordon and the Company
may agree.
Conditions of the Placing
The obligations of Panmure Gordon under the Placing Agreement
are conditional on, amongst other things:
(a) the warranties contained in the Placing Agreement being
true, accurate and not misleading in any material respect as at the
date of the Placing Agreement and at all times up to and including
Admission by reference to the facts and circumstances existing from
time to time;
(b) the passing of the Resolutions (without amendment, unless
such amendment is approved by Panmure Gordon in writing) at the
Special Meeting on 20 April 2017 (or such later time and/or date as
Panmure Gordon may in writing agree);
(c) the Company having complied with all of its obligations
under the Placing Agreement (to the extent such obligations fall to
be performed prior to Admission); and
(d) Admission taking place by 8.00 a.m. on 24 April 2017 (or
such other later date as may be agreed between the parties).
If any of the conditions contained in the Placing Agreement are
not fulfilled (or waived) by the respective time or date where
specified or the Placing Agreement is terminated, the Placing will
not proceed and the Placee's rights and obligations hereunder in
relation to the New Common Stock shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The allotment and issue of the EIS Common Stock and the VCT
Common Stock is not conditional upon Admission.
Panmure Gordon and the Company may agree in writing to extend
the time and/or date by which all or any part of any of the
conditions contained in the Placing Agreement are required to be
fulfilled to no later than 8.00 a.m. on the Long Stop Date.
Panmure Gordon may, at its discretion, waive compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
to the extent permitted by law or regulations. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither Panmure Gordon, nor the Company nor any other person
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Panmure
Gordon.
Termination of the Placing Agreement
Panmure Gordon is entitled to terminate the Placing Agreement by
giving notice to the Company at any time prior to Admission if
Panmure Gordon is of the opinion (in its absolute discretion)
that:
a) any statement contained in this Announcement or any other
document or announcement that is issued in relation to the Placing
has become or been discovered to be untrue, incorrect or misleading
in any material respect; or
b) any of the warranties contained in the Placing Agreement is
untrue, inaccurate or misleading when made and/or that any of the
warranties has ceased to be true or accurate or has become
misleading in each case in any material respect by reference to the
facts and circumstances from time to time subsisting or a matter
has arisen which gives rise to a claim under the indemnities in the
Placing Agreement in any material respect; or
c) the Company has failed or will be unable to comply with any
of its obligations under the Placing Agreement or otherwise
relating to the Placing in any material respect in the context of
the Company, the Placing Agreement or the Placing; or
d) any of the conditions to the Placing shall have become
incapable of fulfilment before the Long Stop Date and has not been
waived; or
e) there has occurred any Material Adverse Change in the
financial position or prospects of the Company; or
f) there has occurred any Force Majeure Event.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Panmure Gordon of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Panmure Gordon and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement released by the Company today.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or
Panmure Gordon or any other person (including but not limited to
any draft announcement given by the Company in connection with this
Placing) and neither Panmure Gordon nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the New Common Stock following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the New Common Stock (or a portion thereof) to
Placees in certificated form if, in Panmure Gordon's opinion,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction. New Common Stock
acquired or held by Affiliates of the Company shall be held in
certificated form and accordingly settlement shall not be permitted
via CREST until such time as the relevant restrictions are no
longer applicable. Affiliates of the Company at the time of the
Placing, or investors that become Affiliates at any time after the
Placing, should seek independent US legal counsel prior to selling
or transferring any Common Stock.
Each Placee allocated New Common Stock in the Placing will be
sent a letter enclosing a Form of Confirmation (the "Confirmation
Letter") (if affirmation is not sent electronically) stating the
number of New Common Stock to be allocated to it at the Placing
Price and settlement instructions.
For the avoidance of doubt, it is expected that Placing
allocations will be booked with a trade date of 19 April 2017 and
settlement date of 24 April 2017, the date of Admission.
The Company will deliver the New Common Stock to the CREST
accounts operated by Panmure Gordon as agent for the Company and
Panmure Gordon will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant New
Common Stock to that Placee against payment.
It is expected that settlement will take place on 24 April 2017,
on a delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the New
Common Stock allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such New Common Stock on such Placee's behalf.
If New Common Stock are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as New Common Stock are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such New Common Stock should, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Notwithstanding the above, the right is reserved to deliver all
of the New Common Stock to which the Placee is entitled in
certificated form should Panmure Gordon consider this necessary or
desirable.
CREST: Regulation S Category 3 Settlement Service
The New Common Stock has not been, and will not be, registered
under the Securities Act or under any securities laws of any state
or other jurisdiction of the United States. The New Common Stock
are being offered only outside the United States in "offshore
transactions" to non-US Persons as defined in and pursuant to
Regulation S. The New Common Stock will be subject to the
conditions listed under Section 903(b)(3), or Category 3, of
Regulation S. The New Common Stock are "restricted securities" as
defined in Rule 144 under the Securities Act. Purchasers of the New
Common Stock may not offer, sell, pledge or otherwise transfer New
Common Stock, directly or indirectly, in or into the United States
or to, or for the account or benefit of, any US Person, except
pursuant to a transaction meeting the requirements of Rules 901 to
905 (including the Preliminary Notes) of Regulation S, pursuant to
an effective registration statement under the Securities Act or
pursuant to an exemption from the registration requirements of the
Securities Act.
Each subscriber for New Common Stock, by subscribing for such
New Common Stock, agrees to reoffer or resell the Common Stock only
pursuant to registration under the Securities Act or in accordance
with the provisions of Regulation S or pursuant to another
available exemption from registration, and agrees not to engage in
hedging transactions with regard to such securities unless in
compliance with the Securities Act. The above restrictions severely
restrict purchasers of Common Stock from reselling the Common Stock
in the United States or to a US Person. These restrictions may
remain in place or be reintroduced following the expiry of the
one-year Distribution Compliance Period in relation to the New
Common Stock, at the discretion of the Company, for example in the
event the Company subsequently issues additional Common Stock under
the same ISIN as the New Common Stock. Upon the expiration of the
Distribution Compliance Period, the Company may choose to merge the
New Common Stock into its existing unrestricted line of Common
Stock.
Once the New Common Stock are admitted to trading on AIM, the
New Common Stock will trade in the Company's restricted line of
Common Stock under the symbol MXCR, and the New Common Stock
(represented by the Depository Interests) subscribed for and held
by non-Affiliates of the Company will be held in the CREST system
and will be segregated into a separate trading system within CREST
identified with the marker "REGS". The "REGS" marker indicates that
the Common Stock held in the CREST system will also bear a legend
setting out certain transfer restrictions and other information,
including that: (i) transfers of the Common Stock are prohibited
except in accordance with the provisions of Regulation S, pursuant
to registration under the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act; and
(ii) hedging transactions involving the Common Stock may not be
conducted unless in compliance with the Securities Act.
Representations, warranties and certifications must be made
through the CREST system by those selling or acquiring the Common
Stock. If such representations, warranties and certifications
cannot be made or are not made, settlement through CREST will be
rejected. Furthermore, Common Stock held by US Persons and
Affiliates of the Company shall be held in certificated form and
accordingly settlement shall not be permitted via CREST until such
time as the relevant restrictions are no longer applicable.
Affiliates of the Company at the time of the Placing, or investors
that become Affiliates at any time after the Placing, should seek
independent US legal counsel prior to selling or transferring any
Common Stock.
Certificated Settlement
If you are not a CREST member, or if you are electing for
delivery of your New Common Stock outside of the CREST system,
delivery of your New Common Stock will take place in certificated
form.
For non-Crest settlement on the New Common Stock, payment should
be made by telegraphic transfer CHAPS or Swift so as to arrive no
later than 1.00 p.m. on 21 April 2017 to the bank account provided
to you in accordance with the Confirmation Letter.
Rule 144 Restrictions
The New Common Stock are deemed to be restricted securities
under the Securities Act. Non-Affiliates of the Company purchasing
New Common Stock will need to comply with Rule 144 promulgated
under the Securities Act with respect to any resales of New Common
Stock within the United States or to, or for the account or benefit
of, US Persons on the market or otherwise until the later of (i)
the first anniversary of the initial purchase of such New Common
Stock and (ii) the expiration of the Distribution Compliance
Period.
Rule 144 may be available for US resales of New Common Stock by
Affiliates of the Company, subject to various conditions being met
including, among others, the availability of current information
regarding the Company, applicable holding periods and volume and
manner of sale restrictions. New Common Stock held by Affiliates of
the Company shall be held in certificated form and accordingly
settlement shall not be permitted via CREST until such time as the
relevant restrictions are no longer applicable. Affiliates of the
Company at the time of the Placing, or investors that become
Affiliates at any time after the Placing, should seek independent
US legal counsel prior to selling or transferring any Common Stock.
A liquid trading market for the New Common Stock does not currently
exist in the United States, and the Company does not expect such a
market to develop soon.
Representations and Warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) to the Company and Panmure
Gordon:
1) represents and warrants that it has read and understood this
Announcement (including the Appendix) in its entirety;
2) confirms that the exercise by Panmure Gordon of any right of
termination or any right of waiver contained in the Placing
Agreement, including without limitation the right to terminate the
Placing Agreement, is within the absolute discretion of Panmure
Gordon and it will not have any liability to any Placee whatsoever
in connection with any decision to exercise or not to exercise any
such rights;
3) acknowledges that if (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived), or (ii)
the Placing Agreement is terminated or (iii) the Placing Agreement
does not otherwise become unconditional in all respects, the
Placing will lapse and its rights and obligations hereunder shall
cease and determine at such time and no claim shall be made by any
Placee in respect thereof;
4) acknowledges that no offering document, prospectus or
admission document has been or will be prepared in connection with
the Placing and represents and warrants that it has not received a
prospectus, admission document or other offering document in
connection with the Placing or the New Common Stock;
5) acknowledges that the Common Stock are admitted to trading on
AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of AIM (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
6) acknowledges that neither Panmure Gordon nor the Company nor
any of their respective affiliates nor any person acting on behalf
of any of them has provided, and will not provide, it with any
material regarding the New Common Stock or the Company or any other
person other than this Announcement; nor has it requested any of
Panmure Gordon, the Company, any of their respective affiliates nor
any person acting on behalf of any of them to provide it with any
such information;
7) acknowledges that (i) it is not and, if different, the
beneficial owner of the New Common Stock is not and at the time the
New Common Stock are acquired will not be a resident of the United
States, Australia, Canada, the Republic of South Africa, Japan or
New Zealand, and (ii) that the New Common Stock have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada, the Republic of South Africa,
Japan or New Zealand and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in or into those jurisdictions;
8) acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Panmure Gordon nor any person acting on its behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the New Common Stock is contained in this
Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such
information being all that it deems necessary to make an investment
decision in respect of the New Common Stock and that it has neither
received nor relied on any other information given or
representations, warranties or statements made by either of Panmure
Gordon or the Company and neither of Panmure Gordon nor the Company
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
9) represents and warrants that neither it, nor the person
specified by it for registration as a holder of New Common Stock
is, or is acting as nominee or agent for, and that the New Common
Stock will not be allotted to, a person who is or may be liable to
stamp duty or stamp duty reserve tax under any of sections 67, 70,
93 and 96 of the Finance Act 1986 (depositary receipts and
clearance services);
10) represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006, the Money Laundering Regulations 2007
(the "Regulations") and any other applicable law covering the
prevention of money laundering and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity Panmure Gordon has not
received such satisfactory evidence, Panmure Gordon may, in its
absolute discretion, terminate the Placee's Placing Participation
in which event all funds delivered by the Placee to Panmure Gordon
(if any) will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
11) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), represents and warrants
that the New Common Stock subscribed for by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the European Economic Area which has
implemented the Prospectus Directive other than to qualified
investors, or in circumstances in which the prior consent of
Panmure Gordon has been given to the proposed offer or resale;
12) represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any New Common Stock to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
13) represents and warrants that it has not offered or sold and
will not offer or sell any New Common Stock to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state);
14) represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
New Common Stock in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised
person;
15) represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the New Common Stock in, from or
otherwise involving, the United Kingdom;
16) represents and warrants that it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or
is a person to whom this Announcement may otherwise be lawfully
communicated and that any offer of New Common Stock may only be
directed at persons to the extent in member states of the European
Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive and represents and
warrants that it is such a qualified investor;
17) represents and warrants that if its Placing Participation
includes VCT Common Stock, it is a VCT, being a company which is
approved as a venture capital trust under section 842AA of the
Income and Corporation Taxes Act 1988, subscribing for its Placing
Participation pursuant to these terms and conditions using VCT
funds;
18) represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and purchase the New Common
Stock under the laws of all relevant jurisdictions which would
apply to it, and that its, and any person acting on its behalf's,
subscription of the New Common Stock will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
19) acknowledges that the New Common Stock are being offered in
a transaction not involving any public offering in the United
States within the meaning of the Securities Act, and that the New
Common Stock have not been and will not be registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and the Company has not
registered and does not intend to register under the US Investment
Company Act of 1940, as amended. Further, that subject to certain
exceptions, the New Common Stock may not be offered, sold, pledged,
resold, transferred, delivered or distributed within the United
States;
20) represents and warrants that it is not a US Person, as
defined in Regulation S under the Securities Act, and it is
eligible to participate in an "offshore transaction" (as defined in
Regulation S) conducted in accordance with Regulation S under the
Securities Act and the New Common Stock were not offered to it by
means of "directed selling efforts" as defined in Regulation S
under the US Securities Act;
21) undertakes that it will not engage in hedging transactions,
directly or indirectly with regard to the New Common Stock unless
in compliance with the Securities Act;
22) acknowledges that the New Common Stock will bear a legend to
the following effect, unless the Company determines otherwise in
compliance with applicable law:
"THE COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")).
THE COMMON STOCK ARE BEING OFFERED ONLY TO NON-U.S. PERSONS OUTSIDE
THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IN RELIANCE ON REGULATION S. THE
COMMON STOCK ARE "RESTRICTED SECURITIES" AS DEFINED UNDER RULE 144
(A)(3) PROMULGATED UNDER THE SECURITIES ACT. THE COMMON STOCK MAY
NOT BE TAKEN UP, OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED,
DIRECTLY OR INDIRECTLY WITHIN, INTO OR FROM THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S) EXCEPT: (A)(I) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT. RESALES OR REOFFERS OF COMMON STOCK MADE OFFSHORE
IN RELIANCE ON REGULATION S MAY NOT BE SOLD TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S) DURING
THE ONE YEAR DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S.
HEDGING TRANSACTIONS INVOLVING THESE COMMON STOCK MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
BY ACCEPTING THESE COMMON STOCK, THE HOLDER REPRESENTS AND
WARRANTS THAT IT (A) IS NOT A U.S. PERSON (AS DEFINED IN REGULATION
S) AND (B) IS NOT HOLDING THE COMMON STOCK FOR THE ACCOUNT OR
BENEFIT OF ANY U.S. PERSON.";
23) represents and warrants that it is not registered and is not
required to be registered as a broker or a dealer under the United
States Securities Exchange Act of 1934, as amended, and that it has
not been granted, nor shall it accept, any selling concession,
discount or other allowance from a participant in the Placing that
is a member of the United States Financial Industry Regulatory
Authority;
24) represents and warrants that it is not acting on a
non-discretionary basis for the account or benefit of a US Person
or a person located within the United States at the time the
undertaking to subscribe for or purchase (as the case may be) New
Common Stock was given. It further acknowledges and represents that
neither it, nor its Affiliates nor any person acting on its or
their behalf has engaged, or will engage in, any directed selling
efforts (as defined in Regulation S) with respect to the New Common
Stock, and it and they have complied and will comply with the
offering restrictions requirements set out under section 903(b)(3)
of Regulation S;
25) represents and warrants that it is not an Affiliate of the
Company nor does it expect to become an Affiliate of the Company as
a result of its participation in the Placing;
26) acknowledges that any offer or sale of the New Common Stock
held through CREST must be made to non US Persons in "offshore
transactions" as defined in and pursuant to Regulation S and that,
during the Distribution Compliance Period, prior to any proposed
transfer of the New Common Stock, other than pursuant to an
effective registration statement, representations, warranties and
certifications must be made through the CREST system by those
selling or acquiring the New Common Stock. If such representations,
warranties and certifications cannot be made or are not made,
settlement through CREST will be rejected;
27) represents and warrants that it has complied with, and will
comply with, the offering restrictions requirements (as set out
under section 903(b)(3) of Regulation S);
28) undertakes that it will not offer or sale certificated New
Common Stock except to non-US Persons in "offshore transactions" as
defined in and pursuant to Regulation S, pursuant to an effective
registration statement under the Securities Act or otherwise in
transactions exempt from registration under the Securities Act;
29) acknowledges that the Company may refuse to register any
transfer of the New Common Stock not made in accordance with the
provisions of Regulation S, pursuant to registration under the
Securities Act, or pursuant to an available exemption from
registration, and that the Company is under no obligation to
register or qualify the New Common Stock under the Securities Act
or applicable securities laws of any state or other jurisdiction of
the United States;
30) acknowledges and agrees that any offer or sale, if made
prior to the expiration of the Distribution Compliance Period, must
be made pursuant to the following conditions:
a) the purchaser of the New Common Stock (other than a
Distributor) must certify that it is not a US Person and is not
acquiring the New Common Stock for the account or benefit of any US
Person or is a US Person who purchased New Common Stock in a
transaction that did not require registration under the Securities
Act;
b) the purchaser of the New Common Stock must agree to resell
such New Common Stock only in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act, or
pursuant to an available exemption from registration; and must
agree not to engage in hedging transactions with regard to such New
Common Stock unless in compliance with the Securities Act;
c) the New Common Stock must contain the appropriate legend, set out in paragraph 22 above;
d) the Company is required to refuse to register any transfer of
the New Common Stock not made in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act, or
pursuant to an available exemption from registration; and
e) each Distributor selling New Common Stock to a Distributor, a
dealer (as defined in Section 2(a)(12) of the Securities Act), or a
person receiving a selling concession, fee or other remuneration,
prior to the expiration of the Distribution Compliance Period, must
send a confirmation or other notice to the purchaser stating that
the purchaser is subject to the same restrictions on offers and
sales that apply to a Distributor;
31) acknowledges and agrees that in the case of an offer or sale
of New Common Stock prior to the expiration of the Distribution
Compliance Period by a dealer (as defined in Section 2(a)(12) of
the Securities Act), or a person receiving a selling concession,
fee or other remuneration in respect of the New Common Stock
offered or sold:
a) neither the seller nor any person acting on its behalf may
know that the offeree or buyer of the New Common Stock is a US
Person; and
b) If the seller or any person acting on the seller's behalf
knows that the purchaser is a dealer (as defined in Section
2(a)(12) of the Securities Act) or is a person receiving a selling
concession, fee or other remuneration in respect of the New Common
Stock sold, the seller or a person acting on the seller's behalf
must send to the purchaser a confirmation or other notice stating
that the New Common Stock may be offered and sold during the
Distribution Compliance Period only in accordance with the
provisions of Regulation S; pursuant to registration of the
securities under the Securities Act; or pursuant to an available
exemption from the registration requirements of the Securities
Act;
32) acknowledges and agrees that in the case of an offer or sale
of New Common Stock by an officer or director of the issuer or a
Distributor, who is an Affiliate of the Company or Distributor
solely by virtue of holding such position, no selling concession,
fee or other remuneration may be paid in connection with such offer
or sale other than the usual and customary broker's commission that
would be received by a person executing such transaction as
agent;
33) represents and warrants that it is not a related party of
the Company for the purposes of the AIM Rules as at the date
hereof;
34) represents and warrants that it will (or procure that its
nominee will) if applicable, make notification to the Company of
its interest in its Common Stock in accordance with Chapter 5 of
the Disclosure and Transparency Rules issued by the FCA and made
under Part VI of FSMA and the Constitutional Documents;
35) undertakes that it (and any person acting on its behalf)
will make payment for the New Common Stock allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant New Common Stock may be placed
with other subscribers or sold as Panmure Gordon may in its
discretion determine and without liability to such Placee;
36) acknowledges that its allocation (if any) of New Common
Stock will represent a maximum number of New Common Stock which it
will be entitled, and required, to acquire in connection with the
Placing, and that the Company or Panmure Gordon may call upon it to
acquire a lower number of New Common Stock (if any), but in no
event in aggregate more than the aforementioned maximum;
37) acknowledges that (i) neither Panmure Gordon, nor any of the
Panmure affiliates, nor any person acting on behalf of them, is
making any recommendations to it, advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of Panmure
Gordon for the purposes of the Placing and that Panmure Gordon has
no duties or responsibilities to it for providing the protections
afforded to their clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right and (ii) that
neither it nor, as the case may be, its clients expect Panmure
Gordon to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the
FCA's Handbook of Rules and Guidance, and that Panmure Gordon is
not acting for it or its clients, and that Panmure Gordon will not
be responsible to any person other than the Company for providing
protections afforded to its clients;
38) represents and warrants that the person whom it specifies
for registration as holder of the New Common Stock will be (i)
itself or (ii) its nominee, as the case may be. Neither Panmure
Gordon nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company and Panmure Gordon in respect of
the same on the basis that the New Common Stock will be allotted to
the CREST stock account of Panmure Gordon who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
39) acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the New Common Stock (together with
any interest chargeable thereon) may be taken by Panmure Gordon in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
40) acknowledges that Panmure Gordon and the Panmure affiliates
will rely upon the truth and accuracy of the representations,
warranties and acknowledgements set forth herein and which are
irrevocable;
41) agrees to indemnify and hold the Company, Panmure Gordon and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
42) acknowledges that its commitment to acquire New Common Stock
on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms of the Placing
and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of
the Placing. The foregoing representations, warranties and
confirmations are given for the benefit of the Company and Panmure
Gordon;
43) acknowledges that the agreement to settle a Placee's
acquisition (and/or the acquisition by a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to the
acquisition by it and/or such person direct from the Company for
the New Common Stock in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of New Common
Stock is, or is acting as nominee or agent for, and that the New
Common Stock will not be acquired by, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
New Common Stock, additional stamp duty or stamp duty reserve tax
may be payable. In that event the Placee agrees that it shall be
responsible for such additional stamp duty or stamp duty reserve
tax, and neither the Company nor Panmure Gordon shall be
responsible for such additional stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify Panmure Gordon accordingly;
44) understands that no action has been or will be taken by any
of the Company, Panmure Gordon or any person acting on behalf of
the Company or Panmure Gordon that would, or is intended to, permit
a public offer of the New Common Stock in any country or
jurisdiction where any such action for that purpose is
required;
45) confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the New Common
Stock. It further confirms that it is experienced in investing in
securities of this nature in this sector, is familiar with the
market in which the Company operates and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain a complete loss in connection with the Placing. It
further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
46) represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the New
Common Stock; and (d) made its investment decision based upon its
own judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Panmure Gordon
or any of its affiliates;
47) understands that it may not rely on any investigation that
Panmure Gordon or any person acting on its behalf may or may not
have conducted with respect to the Company or the Placing and
Panmure Gordon has not made any representation to it, express or
implied, with respect to the merits of the Placing, the
subscription for the New Common Stock, or as to the condition,
financial or otherwise, of the Company or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the New Common Stock. It
acknowledges and agrees that no information has been prepared by
Panmure Gordon or the Company for the purposes of this Placing;
48) acknowledges that all representations, warranties,
acknowledgements, undertakings and agreements which have been made
in this Announcement shall survive the transaction and the delivery
of the New Common Stock; and
49) represents, warrants and agrees that it will not hold
Panmure Gordon or any of its affiliates or any person acting on its
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Company or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") and that neither
Panmure Gordon nor any person acting on its behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any New Common Stock or the agreement by them to subscribe
for any New Common Stock.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either Panmure Gordon or any of the
Panmure affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the New Common
Stock.
When a Placee or person acting on behalf of the Placee is
dealing with Panmure Gordon, any money held in an account with
Panmure Gordon on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Panmure Gordon's money in
accordance with the client money rules and will be used by Panmure
Gordon in the course of its own business; and the Placee will rank
only as a general creditor of Panmure Gordon.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment. Panmure Gordon shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Panmure Gordon is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and Panmure Gordon will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The New Common Stock to be issued or sold 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 nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix III
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
Admission the admission of the New Common
Stock to trading on AIM becoming
effective in accordance with Rule
6 of the AIM Rules
Affiliate has the meaning given to it in Section
405 of the Securities Act
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies as published
by the London Stock Exchange from
time to time
Announcement means this announcement (including
the Appendix to this announcement)
Bookbuild the book-building exercise to be
undertaken by Panmure Gordon
Circular the circular of the Company giving
(amongst other things) details of
the Placing and incorporating the
Notice of Special Meeting, which
is to be dispatched on or around
31 March 2017
Common Stock common stock of the Company with
nominal value of $0.01 per share
of common stock and any securities
or dematerialised interests representing
such common stock, including Depository
Interests
Company or MaxCyte MaxCyte, Inc.
Constitutional the by-laws and the amended and
Documents restated certificate of incorporation
of the Company
CREST the computerised settlement system
(as defined in the Regulations)
operated by Euroclear which facilitates
the transfer of title to shares
in uncertificated form
CREST member a person who has been admitted by
Euroclear as a system-member (as
defined in the Regulations)
Depository Capita IRG Trustees Limited, registered
number 2729260, whose registered
address is 39 Beckenham Road, Beckenham,
Kent BR3 4TU
Depository Interests dematerialised depository interests
representing underlying Common Stock
that can be settled electronically
through and held in CREST, as issued
by the Depository or its nominees
who hold the underlying securities
on trust
Directors or the directors of the Company as
Board at the date of the Circular
Distribution the period during which the New
Compliance Period Common Stock are subject to the
conditions listed under Section
903(b)(3) of Regulation S, or such
longer period as may be required
under applicable law or as determined
by the Company, being until at least
the expiry of one year after the
later of (i) the time when the New
Common Stock are first offered to
persons other than distributors
in reliance upon Regulation S and
(ii) the date of closing of the
Placing
Distributor has the meaning given to it in Rule
902 under Regulation S
EIS Enterprise Investment Scheme
EIS Common Stock certain of the New Common Stock
to be issued to investors entitled
to benefit under the rules of the
EIS
Euroclear Euroclear UK & Ireland Limited,
the operator of CREST
Existing Common the 43,539,527 Common Stock in issue
Stock as at the date of this announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets
Act 2000 (as amended) of the UK
including any regulations made pursuant
thereto
Force Majeure any change in national or international
financial, monetary, market (including
without limitation fluctuations
in exchange rates), industrial,
economic, legal or political conditions
or there has occurred any international
or national crisis, act of terrorism
or outbreak of hostilities
Form of Direction the form of direction for use in
connection with the Special Meeting
which accompanies the Circular
Form of Proxy the form of proxy for use in connection
with the Special Meeting which accompanies
the Circular
LIBOR London Interbank Offered Rate
London Stock London Stock Exchange plc
Exchange
Long Stop Date 15 May 2017
Material Adverse any material adverse change in,
Change or any development likely to involve
a prospective material adverse change
in or affecting, the condition (financial,
operational, legal or otherwise),
or in the earnings, management,
business affairs, solvency, business
prospects or financial prospects
of the Company, whether or not arising
in the ordinary course of business
and whether or not foreseeable at
the date of the Placing Agreement
New Common Stock the new Common Stock to be issued
in respect of the Placing
Notice of Special the notice convening the Special
Meeting Meeting which will be set out in
the Circular
Panmure Gordon Panmure Gordon (UK) Limited, the
Company's nominated adviser and
broker for the purposes of the AIM
Rules
Placees subscribers of the New Common Stock
in the Placing
Placing the conditional placing by Panmure
Gordon on behalf of the Company
of the New Common Stock at the Placing
Price pursuant to the Placing Agreement
Placing Agreement the conditional agreement dated
31 March 2017 between the Company
and Panmure Gordon relating to the
Placing
Placing Price means price per share of the New
Common Stock to be determined in
the Bookbuild
Prospectus Directive EU Directive 2003/71/EC
Registrar Capita Registrars (Guernsey) Limited
Regulation S Regulation S under the Securities
Act
Regulations the Uncertificated Securities Regulations
2001, as amended from time to time
Regulatory Information has the meaning given to it in the
Service AIM Rules
Resolutions the resolutions set out in the Notice
of Special Meeting
Rule 144 Rule 144 under the Securities Act
Securities Act the US Securities Act of 1933, as
amended
Special Meeting the Special Meeting of the Company
to be held at 11.00 a.m. (EDT) /
4.00 p.m. (BST) at 22 Firstfield
Road, Suite 110, Gaithersburg, Maryland
20878, United States on 20 April
2017
Stockholders holders of Common Stock and Depository
Interests
UK or United the United Kingdom of Great Britain
Kingdom and Northern Ireland
uncertificated recorded on the relevant register
or in uncertificated or other record of the share or
form other security concerned as being
held in uncertificated form in CREST,
and title to which, by virtue of
the Regulations, may be transferred
by means of CREST
US Person has the meaning given to it in Regulation
S
US or United the United States of America, its
States territories and possessions, any
state of the United States of America
and all other areas subject to its
jurisdiction
VCTs Venture Capital Trusts
VCT Common Stock certain of the Placing Common Stock
to be issued to VCTs subscribing
for such Placing Common Stock using
VCT funds
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAEDEDLDXEAF
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March 31, 2017 02:01 ET (06:01 GMT)
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