THIS ANNOUNCEMENT (INCLUDING THE
APPENDICES) (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND
POSSESSIONS ("UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER
ARTICLE 17 OF MAR. IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS
DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION
OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Sareum
Holdings PLC
("Sareum" or the
"Company")
Equity
Fundraise
Cambridge, UK, 28 March 2024 -
Sareum Holdings plc (AIM: SAR), a clinical-stage biotechnology
company developing next-generation kinase inhibitors for autoimmune
disease and cancer, announces that it has completed a conditional
fundraise of up to £1.5 million (before expenses), via the issue of
a total of up to 15,000,000 new ordinary shares of 1.25 pence each
in the capital of the Company ("Ordinary Shares") at a price of 10
pence per new Ordinary Share (the "Placing Price") (the "Fundraise").
The Fundraise will comprise the
issue, at the Placing Price, of:
·
9,550,000 new Ordinary Shares via a placing (the
"Placing Shares") through
the Company's broker, Hybridan LLP (the "Placing");
·
up to 2,255,000 new Ordinary Shares via a direct
subscription (the "Subscription
Shares") by certain high net worth individuals (the
"Subscription");
·
195,000 new Ordinary Shares via a subscription by
certain Directors of the Company (the "Director Subscription"); and
·
up to 3,000,000 new Ordinary Shares via a retail
offering (the "WRAP Retail
Offer") to the Company's existing shareholders, which will
be launched shortly, to raise up to £300,000.
In addition, the Company will issue,
based on the Placing Price, 576,698 new Ordinary Shares in lieu of
amounts owed to certain Directors from historically deferred
salaries (the "Salary Conversion
Shares") and 450,000 new Ordinary Shares to certain advisers
to settle amounts due in respect of professional fees (the
"Adviser Fee
Shares").
As a result of the Fundraise,
1,106,986 warrants over new Ordinary Shares that have been issued
to RiverFort Global Opportunities PCC Ltd ("Riverfort") as part of the drawdowns to
date under the Equity Prepayment Facility (as announced on 3 August
2023), have had their exercise price rebased to the Placing Price
in accordance with the terms of the agreement entered into at the
time of the Equity Prepayment Facility. The Company does not intend
to make any further withdrawals pursuant to the Equity Prepayment
Facility with RiverFort.
Use
of Proceeds and Cash Preservation
The net proceeds from the Fundraise
are intended to be used by the Company to complete Phase 1a
clinical studies on its SDC-1801 TYK2/JAK1 inhibitor ("Phase 1a") and, together with the
receipt of anticipated R&D tax credits in the amount of £0.7
million which is expected in September 2024, for general working
capital purposes.
Furthermore, as part of the
Company's ongoing steps to minimise its cash utilisation, in
addition to the Salary Conversion, the Directors have agreed to
defer a portion of their salaries going forward, so as to ensure
the completion of Phase 1a clinical trial can be achieved, with
topline data from the trial expected in Q2 2024.
Director Subscription, Salary Conversion and Related Party
Transactions
Pursuant to the Director
Subscription, Tim Mitchell, CEO, and Clive Birch, Non-Executive
Director, intend to participate in the Fundraise, via direct
subscriptions of £5,000 and £4,500 respectively at the Placing
Price, and Stephen Parker, Chairman, will subscribe for £10,000 via
the WRAP Retail Offer at the Placing Price. In addition, as noted
above, certain Directors will receive Salary Conversion
Shares.
Following the issue of the shares
pursuant to the Director Subscription and the issue of the Salary
Conversion Shares, the Directors' interests in the Company will be
as follows:
Director
|
Current
Shareholding
|
% of issued share
capital
|
Salary Conversion
Shares
|
Director Subscription
Shares
|
Total following
Fundraise
|
Tim Mitchell*
|
1,032,561
|
1.44
|
221,359
|
50,000
|
1,303,920
|
John Reader*
|
1,077,111
|
1.50
|
221,359
|
-
|
1,298,470
|
Stephen Parker*
|
116,158
|
0.16
|
104,854
|
100,000
|
321,012
|
Clive Birch
|
44,597
|
0.06
|
29,126
|
45,000
|
118,723
|
Michael Owen
|
10,976
|
0.02
|
-
|
-
|
10,976
|
*
Includes shareholding by their spouses
Directors of the Company are
classified as related parties under the AIM Rules for Companies and
their participation in the Director Subscription element of the
Fundraising and the issue of Salary Conversion Shares to Directors
therefore constitute related party transactions pursuant to Rule 13
of the AIM Rules.
Accordingly, Michael Owen, being the
sole independent director, considers, having consulted with Strand
Hanson Limited, the Company's Nominated Adviser, that the terms of
the abovementioned Directors' participation in the Director
Subscription and the issue of the Salary Conversion Shares to
certain Directors are fair and reasonable insofar as the Company's
shareholders are concerned.
Retail Offering
The Company will be shortly
launching a retail offer to its existing shareholders via the
Winterflood Retail Access Platform ("WRAP") to raise up to £300,000 (before
expenses), through the issue of up to 3,000,000 new Ordinary Shares
at the Placing Price (the "WRAP
Retail Offer"). The proceeds of the WRAP Retail Offer will
be utilised in the same way as the proceeds of the Fundraise. A
further announcement will be made by the Company in due course
regarding the WRAP Retail Offer and its terms and conditions. The
WRAP Retail Offer is expected to close at 12 noon on 2 April
2024.
Admission and Total Voting Rights
Completion of the Placing is conditional, inter alia, on receipt by the Company of a minimum of
£205,000 under the Subscription prior to 4
April 2024 and admission of the new
Ordinary Shares to be issued pursuant to the Fundraising (the
"Fundraise Shares")
to trading on AIM ("Admission") by 8.00 a.m. on 5 April 2024
(or such later time as the Company and Hybridan LLP may agree,
being not later than 8.30 a.m. on 30 April
2024).
Application will be made for the
Fundraise Shares to be admitted to trading on AIM and dealing is
expected to commence on 5 April 2024. A further announcement
regarding the enlarged share capital following the Fundraise for
the purposes of the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules will be made following completion
of the WRAP Retail Offer.
- Ends -
For further
information, please contact:
Sareum Holdings plc
Tim Mitchell, CEO
Lauren Williams, Head of Investor
Relations
|
01223 497700
ir@sareum.co.uk
|
Strand Hanson Limited (Nominated
Adviser)
James Dance / James
Bellman
|
020 7409 3494
|
Hybridan LLP (Joint Corporate
Broker and Sole Broker to the
Placing)
Claire Noyce
|
020 3764 2341
|
|
|
Consilium Strategic Communications
(Financial PR)
Jessica Hodgson / Davide Salvi /
Kumail Waljee
|
0203 709 5700
|
About
Sareum
Sareum Holdings (AIM:SAR) is a
clinical-stage biotechnology company
developing next generation kinase inhibitors for autoimmune disease
and cancer.
The Company is focused on developing
next generation small molecules which modify the activity of the
JAK kinase family and have best-in-class potential. Its lead
candidate, SDC-1801, simultaneously inhibits TYK2 and JAK1.
SDC-1801 is a potential treatment for a range of autoimmune
diseases and has entered Phase 1a/b clinical development with an
initial focus on psoriasis.
Sareum is also developing SDC-1802,
a TYK2/JAK1 inhibitor with a potential application for cancer
immunotherapy.
Sareum Holdings plc is based in
Cambridge, UK, and is listed on the AIM market of the London Stock
Exchange, trading under the ticker SAR. For further information,
please visit the Company's website at www.sareum.com
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Singapore, Japan or the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction (the
"Restricted Jurisdictions").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Fundraise Shares referred to herein have not
been and will not be registered under the Securities Act and may
not be offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of
Fundraise Shares is being made in the United
States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
In
the United Kingdom, this Announcement is directed only at: (i)
investors who have professional experience in matters relating to
investments falling within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "FPO"); (ii) investors who are high net worth
companies, unincorporated associations or other bodies within the
meaning of Article 49(2)(a) to (d) of the FPO; and/or (iii) persons
to whom it may otherwise be lawfully communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Fundraise relate is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Fundraise set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the London Stock
Exchange or any other securities exchange.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of (the Financial Services
and Markets Act 2000, as amended ("FSMA") by Hybridan LLP, Strand
Hanson Limited or any other person authorised under FSMA. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
No
prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the
EU Prospectus
Regulation or the UK Prospectus
Regulation)
to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any
indication in this Announcement of the price at which the Ordinary
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. Persons needing advice should
consult an independent financial adviser. No statement in this
Announcement is intended to be a profit forecast 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 Group.
Each of Strand Hanson Limited and Hybridan LLP, both of which
are authorised and regulated in the United Kingdom by the FCA, is
acting for the Company and for no one else in connection with the
Fundraise and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Strand
Hanson Limited and Hybridan LLP respectively or for providing
advice in relation to the Fundraise Shares, 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 or on behalf of the Company, Strand Hanson
Limited, Hybridan LLP, or by their affiliates or their respective
agents, directors, officers and employees 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.
The
Fundraise Shares to be issued pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than to trading on
AIM, being the market of that name operated by the London Stock
Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
UK
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible
for distribution through all permitted distribution channels (the
"UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Hybridan LLP
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For
the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Placing Shares
and determining appropriate distribution
channels.
EU
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Hybridan LLP will only procure investors who meet the
criteria of professional clients and eligible
counterparties.
For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.