Result of Conditional Fundraise
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN E-THERAPEUTICS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
BIVICTRIX THERAPEUTICS PLC
(“BiVictriX” or the “Company”)
Result of Conditional Fundraise
Alderley Park, 19 July 2023 – BiVictriX Therapeutics plc (AIM: BVX), an emerging biotechnology company applying a differentiated approach to develop next-generation cancer therapies with substantially improved cancer cell selectivity and anti-cancer activity, announces, further to the announcement made by the Company on 19 July 2023 (the “Launch Announcement”), it has conditionally raised gross proceeds in aggregate of £2,133,415 million through the Placing of 9,268,579 Placing Shares and Subscription of 7,142,308 Subscription Shares at the Issue Price.
Upon completion, 16,410,887 new Ordinary Shares will be issued pursuant to the Fundraise at the Issue Price of 13 pence per new Ordinary Share.
Details of the Fundraise
- Pursuant to the Placing, a total 9,268,579 Placing Shares will be issued, raising gross proceeds of £1,204,915.
- Pursuant to the Subscription, a total of 7,142,308 Subscription Shares will be issued, raising gross proceeds of £928,500.
- The Fundraise (details of which were in the Launch Announcement) is conditional on, inter alia, shareholder approval being received at the Company’s General Meeting (“GM”), which is expected to be held on 8 August 2023 at 11 a.m. at the Company’s registered office, Mereside Alderley Park, Alderley Edge, Manchester, SK10 4TG.
- A circular which sets out details of the Fundraise, and also includes a Notice of GM, will be posted to shareholders who have elected to opt out of receiving electronic communications on 20 July 2023 (the “Circular”).
- An application for Admission of the Placing Shares and Subscription Shares will be made in due course with such shares expected to be admitted to trading on AIM on or around 9 August 2023, conditional upon shareholder approval at the GM. The new Ordinary Shares will rank pari passu in all respects with the Company’s existing Ordinary Shares at the time.
Tiffany Thorn, Chief Executive Officer of BiVictriX Therapeutics plc, commented: “We recently announced the nomination of our final clinical candidate for the BVX001 programme which reported marked tumour regressions in a murine model of Acute Myeloid Leukaemia. Shortly after, we reported further positive data from a second in vivo efficacy study, showing highly statistically significant tumour regressions even when the tumours were established at a much larger size. These recent successes acted as the catalyst for this capital raise, and we are delighted by the support from both new and existing shareholders in this fundraise, which places us in a unique position to further advance the progress of BVX001 for patients with challenging-to-treat cancers.”
Related Party Participation in the Fundraise
Three Directors have subscribed for an aggregate of 276,924 Subscription Shares at the Issue Price for an aggregate amount of approximately £36,000 as set out below:
|Director||Amount subscribed in the Subscription||Current holding of Ordinary Shares||Number of Subscription Shares||Number of Ordinary Shares held post Admission||Percentage of Ordinary Share Capital held post Admission|
|Dr Michael Kauffman||£13,000||75,000||100,000||175,000||0.2|
|William Drummond Paris||£10,000||75,000||76,924||151,924||0.2|
|Professor Robert Hawkins*||£13,000||225,000||100,000||325,000||0.4|
*Professor Robert Hawkins’ subscription was made by Hawkins Medical Ltd, a company of which Robert Hawkins is the majority shareholder
In addition, Robert Keith, a substantial shareholder in the Company subscribed for 2,769,231 Subscription Shares at the Issue Price as set out below:
|Shareholder||Amount subscribed in the Subscription||Current holding of Ordinary Shares||Number of Subscription Shares||Number of Ordinary Shares held post Admission||Percentage of Ordinary Share Capital held post Admission|
Related Party Transaction
Michael Kauffman, William Drummond Paris, Robert Hawkins and Robert Keith are, respectively, Directors of and a substantial shareholder in the Company (the “Related Parties”) and their participation in the Subscription constitutes a related party transaction in accordance with AIM Rule 13. Tiffany Thorn, Iain Ross and Susan Lowther are not participating in the Subscription and are therefore considered independent Directors for these purposes, having consulted with the Company’s Nominated Adviser, consider the terms of the Related Parties’ participation in the Subscription to be fair and reasonable insofar as BiVictriX’s shareholders are concerned.
Certain significant shareholders have also conditionally subscribed for Placing Shares or Subscription Shares. As at the date of this announcement and immediately following Admission, the Directors are aware of the following persons who, directly or indirectly, are interested in three per cent. or more of the Company’s existing Ordinary Share Capital before Admission and their resultant holdings after Admission:
|Date of this Announcement||Immediately following Admission|
|Current holding of Ordinary Shares||Percentage of issued Ordinary Shares||Resulting holding of Ordinary Shares||Percentage of Enlarged Share Capital|
|Alderley Park / Biocity||6,812,268||10.3||6,812,268||8.3|
|Cannacord Genuity Group Inc||6,000,000||9.1||9,076,924||11.0|
|UK Future Fund||2,284,527||3.5||2,284,527||2.8|
Total Voting Rights
Upon completion of the Fundraise and following Admission of the Placing Shares and Subscription Shares, the Company’s issued and fully paid share capital will consist of 82,526,088 Ordinary Shares. The Company has no Ordinary Shares in treasury. As such, the total number of voting rights in the Company will be 82,526,088 Ordinary Shares. Following Admission, this number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Defined terms used in this announcement shall have the same meaning as in the Launch Announcement unless otherwise specified.
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About BiVictriX Therapeutics plc
BiVictriX (AIM: BVX) is an emerging biotechnology company leveraging clinical experience and its proprietary discovery engine to advance a new class of highly cancer-selective, next-generation precision cancer therapies in one of the fastest-growing markets in oncology. BiVictriX’s first-in-class Bi-Cygni® Antibody Drug Conjugates (ADCs) combine superior efficacy with substantially improved cancer-selectivity and safety to provide opportunities for prolonged dosing and greater efficacy in the clinic. The Company is advancing its pipeline to deliver the future of cancer care across a broad range of haematological and solid cancer indications in areas of high unmet medical need.
No action has been taken by the Company or Panmure Gordon or SP Angel or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares, Subscription Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares or Subscription Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Brokers to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the “EU Prospectus Regulation”) or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”)) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
This Announcement has not been approved by the London Stock Exchange.
This Announcement must not be acted on or relied on by persons who are not Relevant Persons (as defined in Appendix II). Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares and Subscription Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, New Zealand or Japan.
The distribution or transmission of this Announcement and the offering of the Placing Shares and/or Subscription Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or the Joint Brokers that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Brokers to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.
By participating in the Bookbuild and the Fundraise, each person who is invited to and who chooses to participate in the Fundraise by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety.
This Announcement contains “forward-looking statements” which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could”, “indicative”, “possible” or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.
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 or losses per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or losses per share of the Company.
This Announcement has been issued by and is the sole responsibility of the Company. 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 the Joint Brokers or by any of their respective affiliates or any person acting on its or their behalf 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 therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor’s investment decision with respect to the Fundraise. Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares and/or Subscription Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
All offers of the Placing Shares and/or Subscription Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the FSMA does not apply.
The Placing Shares and Subscription Shares to be issued or sold pursuant to the Fundraise will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
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.
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.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Panmure Gordon and SP Angel are authorised and regulated in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the Fundraise, the contents of this Announcement or any other matters described in this Announcement. Panmure Gordon and SP Angel will not regard any other person as its client in relation to the Fundraise, the content of this Announcement or any other matters described in this Announcement and 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 to any other person in relation to the Fundraise, the content of this Announcement or any other matters referred to in this Announcement. SP Angel’s responsibilities as Nominated Adviser to the Company are owed solely to the London Stock Exchange and no-one else.
Appendix II to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including Appendix II) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in Appendix II. The Company, the Joint Brokers and their respective affiliates, agents, directors, officers and employees will rely upon the truth and accuracy of the representations, warranties, undertakings, agreements and acknowledgements contained in Appendix II.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
|1.||Details of the person discharging managerial responsibilities / person closely associated|
|a)||Name||1) Michael Kauffman
2) William Drummond Paris
3) Robert Hawkins
|2.||Reason for the Notification|
|a)||Position/status||1) Non-Executive Chairman
2) Senior Independent Non-Executive Director
3) Independent Non-Executive Director
|b)||Initial notification/Amendment||Initial notification|
|3.||Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor|
|a)||Name||BiVictriX Therapeutics plc|
|4.||Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted|
|a)||Description of the Financial instrument, type of instrument
|Ordinary Shares of 1 pence each
|b)||Nature of the transaction||Subscription for Subscription Shares|
|c)||Price(s) and volume(s)||
– Aggregated volume
|e)||Date of the transaction||19 July 2023|
|f)||Place of the transaction||AIM, London Stock Exchange|