TIDMMXCT TIDMTTM
RNS Number : 1641P
MaxCyte, Inc.
05 February 2019
THIS ANNOUNCEMENT IS RESTRUCTED AND NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES (OR TO
ANY US PERSON), CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH
AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Results of Placing
Maryland, USA - 5 February 2019: MaxCyte (LSE: MXCT), the global
cell-based medicines and life sciences company, is pleased to
announce the completion of the Placing announced earlier today.
A total of 5,908,319 shares of New Common Stock have been placed
by Panmure Gordon at a Placing Price of 170 pence per share of New
Common Stock to raise a total of GBP10.0 million for the Company
(before expenses, fees and commissions).
In addition, pursuant to the Vendor Placing, Panmure Gordon has
also placed the Sale Stock in full, being 320,223 shares of Common
Stock which had been held by certain longstanding unconnected,
non-PDMR Stockholders ("Sale Stock"). The Company has also issued
50,417 shares of new Common Stock pursuant to the exercise of
options and sale of stock by certain unconnected stockholders and
non-PDMR option holders ("Option Stock"). The Sale Stock and the
Option Stock were both placed at the Placing Price with new and
existing institutional investors. The net proceeds from the sale of
the Sale Stock and Option Stock will be paid to the selling
stockholders and individuals exercising their options,
respectively.
The New Common Stock to be issued and the new Common Stock to be
issued pursuant to the Option Issue represent approximately 11.6
per cent. of the Existing Common Stock. The Placing Price
represents a discount of 8.1 per cent. to the Company's mid-market
closing price as at 4 February 2019, being the last practicable
date prior to the publication of the announcement of the
Placing.
As set out in the Company's announcement earlier today, the
Company has the right, following consultation with Panmure Gordon,
to reduce the number of New Common Stock placed with EIS/VCT
investors by such amount as has an aggregate value at the Placing
Price of no more than GBP700,000 if the exchange rate for British
Pounds to US Dollars has an adverse impact on the availability of
EIS and VCT relief.
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:
I. Expansion of the cell therapy pipeline and acceleration of
high-value clinical and commercial deals in a diverse range of
fields, including immuno-oncology, gene editing and regenerative
medicine;
II. Investments in the expansion of the core customer base and
instrument business, including new product development and
applications in large-scale biopharmaceutical transient protein
manufacturing; and
III. Advancement of the CARMA pipeline for the treatment of
solid tumors including an intravenous ("IV") administration
programme.
A circular to shareholders convening the Special Meeting is
expected to be posted by 6.00 p.m. tomorrow, and will also be
available on the Company's website at the same time at
http://www.maxcyte.com/news/investors-content.php.
Doug Doerfler, President & Chief Executive Officer, said:
"This fundraise further strengthens our position as we continue
towards our goal of establishing CARMA as a new autologous cell
therapy platform for next generation targeted cell-based immune
therapies. We've already made significant progress, advancing
MCY-M11, the first CAR drug candidate developed from the CARMA
platform, into clinical trials providing regulatory validation for
our breakthrough one-day manufacturing process. With further
funding secured, we look forward to expanding this exciting
programme into additional solid and hematological cancer
indications, including an intravenous administration programme,
which we believe will significantly broaden the opportunity and
value of this advanced cancer therapy. We would like to thank our
new and existing investors for their support at this important time
for MaxCyte."
Completion of the Placing remains subject, inter alia, to the
passing of the Resolutions at the General Meeting and to the First
Admission and Second Admission of the New Common Stock and Option
Stock to trading on AIM. It is expected that dealings in the
Eligible New Common Stock will commence on 28 February 2019, and
dealings in the General New Common Stock will commence on 1 March
2019.
Application will be made to the London Stock Exchange for the
New Common Stock and Option Stock to be admitted to trading on AIM.
It is expected that, subject to the passing of the Resolutions at
the Special
Meeting, First Admission in respect of 2,705,880 Eligible New
Common Stock will occur and dealings will commence in such shares
of new Common Stock on 28 February 2019 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 31 March 2019) and that Second Admission in
respect of 3,252,856 General New Common Stock, including 50,417
Option Stock will occur and dealings will commence in such shares
of new Common Stock on 1 March 2019 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 31 March 2019).
Upon Admission, the New Common Stock and Option Stock will trade
in the Company's new restricted line of Common Stock under the
symbol MXCS, and the New Common Stock and Option 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 USU575801175. The
Company also maintains an unrestricted line of Common Stock trading
under the existing symbol MXCT. The Sale Stock will trade under the
existing symbol MXCT.
Following Admission, the total issued stock capital of the
Capital will be 57,291,500. The number of unrestricted shares of
Common Stock trading under the symbol 'MXCT' is expected to be
51,332,764 and the number of restricted shares of Common Stock
trading under the symbol 'MXCS' is expected to be 5,958,736.
Panmure Gordon is acting as Financial Adviser, Nominated Adviser
and Broker to the Company.
Related party transaction
River and Mercantile Asset Management LLP ("River and
Mercantile") has subscribed for Placing Shares at the Issue Price
of 170 pence. As at 4 February 2019 (being the latest practicable
date prior to the publication of this announcement) and, subject to
and immediately following Admission, the interest of River and
Mercantile in the issued share capital of the Company is as
follows:
Number of Percentage Number of Number of Percentage
Existing of existing Placing Ordinary of Enlarged
Ordinary issued share Shares subscribed Shares held Share Capital
Name Shares capital for on Admission on Admission*
River and Mercantile 5,778,857 11.26% 662,350 6,441,207 11.24%
---------- -------------- ------------------- -------------- ---------------
The participation by River and Mercantile in the Placing
constitutes a related party transaction for the purposes of the AIM
Rules. The independent Directors for the purpose of the Placing,
having consulted with the Company's nominated adviser, Panmure
Gordon, consider that the terms of the related party transaction
are fair and reasonable insofar as the Shareholders are
concerned.
Placing Statistics
Number of Existing Common Stock as at the date
of this announcement 51,332,764
Placing statistics
Placing Price per share of New Common Stock 170 pence
Number of shares of New Common Stock(1) 5,908,319
Gross proceeds of the Placing(1) GBP10.0 million
Estimated net proceeds of the Placing payable to c. GBP9.4 million
the Company(1)
Number of shares of Sale Stock 320,223
Number of shares of Option Stock 50,417
Overall statistics
Enlarged Share Capital following the Placing (1) 57,291,500
New Common Stock as a percentage of the Enlarged
Share Capital (1) 10.3%
Implied market capitalisation at the Placing Price GBP97.4 million
following the Placing (1)
(1) Assuming the Company is not required to scale back VCTs and
investors seeking to claim EIS relief in relation to their
investment prior to First Admission and assumes that the Company
issues the maximum number of New Common Stock. This also assumes no
exercise of any options or further issue of Common Stock prior to
Admission.
The capitalised terms used in this announcement have the meaning
set out in the announcement made by the Company at 7.00 a.m. today.
All references to times and dates in this announcement are to times
and dates in London, United Kingdom, unless otherwise stated.
About MaxCyte
MaxCyte is a global cell-based medicines and life sciences
company applying its patented cell engineering technology to help
patients with high unmet medical needs in a broad range of
conditions. MaxCyte is developing novel CARMA therapies for its own
pipeline. CARMA is MaxCyte's mRNA-based proprietary platform for
autologous cell therapy. In addition, through its core business,
the Company leverages its Flow Electroporation(R) Technology to
enable its partners across the biopharmaceutical industry to
advance the development of innovative medicines, particularly in
cell therapy, including gene editing and immuno-oncology. The
Company has placed its cutting-edge flow electroporation
instruments worldwide, with all of the top ten global
biopharmaceutical companies, has more than 55 partnered programme
licences in cell therapy including more than 25 licensed for
clinical use. With its robust delivery technology, MaxCyte helps
its partners to unlock the full potential of their products. For
more information, visit 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
Emma Earl (Corporate Finance)
Freddy Crossley
James Stearns (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
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should", "expect", "envisage", "estimate", "intend",
"may", "plan", "potentially", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
A number of factors could cause actual results to differ
materially from the results and expectations discussed in the
forward looking statements, many of which are beyond the control of
the Company. In particular, the outcome of clinical trials
(including, but not limited to the Company's CARMA trial) may not
be favourable or potential milestone payments associated with the
Company's licenced programmes may not be received. In addition,
other factors which could cause actual results to differ materially
include risks associated with vulnerability to general economic and
business conditions, competition, regulatory changes, actions by
governmental authorities, the availability of capital markets,
reliance on key personnel, uninsured and underinsured losses and
other factors. Although any forward looking statements contained in
this announcement are based upon what the Directors believe to be
reasonable assumptions, the Company cannot assure investors that
actual results will be consistent with such forward looking
statements. Accordingly, readers are cautioned not to place undue
reliance on forward looking statements. Subject to any continuing
obligations under applicable law or any relevant AIM Rule
requirements, in providing this information the Company does not
undertake any obligation to publicly update or revise any of the
forward looking statements or to advise of any change in events,
conditions or circumstances on which any such statement is
based.
These materials may not be published, distributed or transmitted
by any means or media, directly or indirectly, in whole or in part,
in or into the United States or to any US Person (as defined under
the U.S. Securities Act of 1933, as amended (the "Securities
Act")). These materials do not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent
(i) registration under Securities Act or (ii) an available
exemption from registration under the Securities Act. The
securities mentioned herein have not been, and will not be,
registered under the Securities Act and will not be offered to the
public in the United States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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