THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, 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 ITSELF CONSTITUTE AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY,
ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY
JURISDICTION.
THE INFORMATION CONTAINED WITHIN
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU)
NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ('MAR'). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE ('RIS'), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
18 March 2024
Avacta Group
plc
("Avacta"
or the "Group" or the "Company")
Result of General
Meeting
Avacta Group plc (AIM:
AVCT), a life sciences company developing
innovative, targeted oncology drugs and diagnostics, is pleased to
announce that the resolution put to shareholders at the General
Meeting held today has been duly passed.
Accordingly, and as set out in its
announcement on 5 March 2024, the Company now has the requisite
authority to issue 23,879,124 Conditional Placing Shares and
10,896,948 REX Offer Shares at a price of 50 pence per Ordinary
Share, raising gross proceeds of approximately £11.9 million and
£5.4 million, respectively.
Combined with the Firm Placing and
Direct Subscription Shares, which were admitted to trading on AIM
on 4 March 2024, Avacta has raised total gross proceeds of
approximately £31.1m pursuant to the Fundraise.
Application has been made to the
London Stock Exchange for 23,879,124 Conditional Placing Shares and
10,896,948 REX Offer Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and dealings will
commence in such New Ordinary Shares at or around 8.00 a.m. on 19
March 2024.
Following Admission of the
Conditional Placing Shares and REX Offer Shares, the number of
Ordinary Shares that the Company has in issue will be 350,512,279
(assuming no other Shares are issued before Second Admission). The
total number of voting rights of the Company will be 350,512,279
and this figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the
Company.
This announcement is released by the
Company and contains inside information under the UK Market Abuse
Regulation, encompassing information relating to the Fundraise
described above. The person responsible for arranging for the
release of this announcement on behalf of the Company is Tony
Gardiner, Chief Financial Officer.
This announcement should be read in conjunction with the full
text of the Circular issued on 1 March 2024. All
capitalised/defined terms used in this announcement and not
otherwise defined shall have the meanings given to them in the
Circular.
Enquiries:
Avacta Group plc
Alastair Smith, Chief Executive
Officer
Tony Gardiner, Chief Financial
Officer
Michael Vinegrad, Group
Communications Director
|
Tel: +44
(0) 1904 21 7070
www.avacta.com
|
Stifel (Nomad and Joint Broker)
Nicholas Moore / Nick Adams / Samira
Essebiyea / Nick Harland / Ben Good
|
Tel: +44
(0) 20 7710 7600
www.stifel.com
|
|
|
Peel Hunt (Joint Broker)
James Steel / Sohail Akbar / Patrick
Birkholm
|
Tel: +44
(0) 20 7418 8900
www.peelhunt.com
|
Consilium Strategic Communications (Media and
IR) Mary-Jane Elliott / Jessica
Hodgson / Sukaina Virji
|
Avacta@consilium-comms.com
|
About Avacta Group plc - https://www.avacta.com
Avacta Group is a UK-based company
focused on improving healthcare outcomes through targeted cancer
treatments and diagnostics.
Avacta has two divisions: an
oncology biotech division harnessing proprietary therapeutic
platforms to develop novel, highly targeted cancer drugs, and a
diagnostics division, which is executing on an M&A led growth
strategy to create a full-spectrum diagnostics business focused on
supporting healthcare professionals and broadening access to
testing. Avacta's two proprietary platforms, Affimer® and
pre|CISION™ underpin its cancer therapeutics whilst the diagnostics
division leverages the Affimer® platform to drive competitive
advantage in its markets.
The pre|CISION™ platform modifies
chemotherapy to be activated only in the tumour tissue, reducing
systemic exposure and toxicity. This is achieved by harnessing an
enzyme called FAP which is highly upregulated in most solid tumours
compared with healthy tissues, turning chemotherapy into a
"precision medicine". The lead pre|CISION™ programme, AVA6000 a
tumour activated form of doxorubicin, is in Phase 1 studies and has
shown improvement in safety compared with standard doxorubicin, and
early signs of clinical activity.
Affimer® is a novel biologic
platform which has significant technical and commercial advantages
compared with antibodies and is used both to develop advanced
immunotherapies and to improve the performance of
immunodiagnostics.
With a balanced business and capital
allocation model: a high-value oncology pipeline supported by a
revenue generating, fast-growing diagnostics business, Avacta seeks
to create long-term shareholder value alongside patient
benefit.
To register for news alerts by email
go to https://avacta.com/investors/investor-news-email-alerts/
Important Notices
THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION.
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, Canada, Australia, Japan or
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the New Shares is being made in any
such jurisdiction.
No action has been taken by the
Company, any of the Banks or any of their respective affiliates, or
any person acting on its or their behalf that would permit an offer
of the New Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such New 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 Banks to
inform themselves about, and to observe, such
restrictions.
Persons needing advice should
consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
The securities referred to herein
have not been and will not be registered under the US Securities
Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction
of the United States, and may not be offered, sold or transferred,
directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any State or any other
jurisdiction of the United States. Accordingly, the Placing Shares
will be offered and sold only (i) outside of the United States in
"offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws; and (ii) in the
United States to persons who are "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act) ("QIBs") and who
have executed and delivered to the Company and Stifel an Investor
Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from, or in a transaction not
subject to, registration under the Securities Act. No public
offering of the Placing Shares will be made in the United States or
elsewhere.
The Placing has not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any US regulatory
authority, 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 a criminal
offence in the United States.
The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in South Africa in
relation to the New Shares and the New Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Japan or South Africa. Accordingly, the New Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be
unlawful.
Certain statements contained in this
announcement constitute "forward-looking statements" with respect
to the financial condition, results of operations and businesses
and plans of the Company and its subsidiaries from time to time
(including after the Acquisition completes) (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects",
"intends", "plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement. The Company, its directors, Stifel, their respective
affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation or the London Stock
Exchange.
Stifel, Peel Hunt and Turner Pope
are authorised and regulated in the United Kingdom by the FCA and
Beech Hill is a FINRA Member broker-dealer registered with the
Securities and Exchange Commission. Each Bank is acting exclusively
for the Company and no one else in connection with the Placing, the
contents of this announcement or any other matters described in
this announcement. No Bank will regard any other person as its
client in relation to the Placing, 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
Placing, the content of this announcement or any other matters
referred to in this announcement.
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 any of the Banks or by any of their 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 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. 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.
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.