22 November 2024
Hemogenyx
Pharmaceuticals plc
("Hemogenyx Pharmaceuticals" or the "Company")
Notice of
Extraordinary General Meeting
Proposed
Capital Reorganisation and New Articles of Association
Hemogenyx Pharmaceuticals plc (LSE:
HEMO), the biopharmaceutical group focused on developing new
therapies for blood diseases announces that it has posted, or
otherwise made available, a circular to shareholders containing a
notice convening an Extraordinary General Meeting to be held at
10.00 a.m. on 9 December 2024 at 1 Heddon Street, London W1B
4BD.
The Company is seeking the approval
of shareholders by way of an ordinary resolution to execute a
subdivision followed by a consolidation of its ordinary shares and
to grant authority to the Directors to allot new shares. Further,
the Company is seeking the approval of shareholders by way of a
special resolution to disapply the statutory pre-emption rights in
relation to the issue and allotment of new shares and to adopt of a
new set of articles of association.
Background and reasons for seeking
approval for the Resolutions
The Company is at a pivotal stage in
its progress and has received injections of equity capital to
support its clinical trial activities. The Directors consider,
having received feedback from some potential funders, that the
"penny share" perception of the Company's shares deters most
institutional and professional investors from participating in
capital raises which the Company undertakes. This is relevant to
both UK institutions and US-based life-sciences oriented
institutional investors and potential partners. As it enters
clinical trials for HEMO-CAR-T and resumes development of its other
product candidates, it will potentially seek further funding and
believes that a higher share price following a reorganised share
capital is likely to open up the pool of such potential
institutional and professional investors who will, it believes be
more likely to subscribe for new equity in future fundraises. To
enable the Company to raise sufficient funding to take the
HEMO-CAR-T clinical trials forward to the extent necessary and to
enable the Company to have sufficient working capital for the
period up to the next annual general meeting, the Directors are
also seeking authority to disapply pre-emption rights over 50% of
the Company's issued ordinary share capital.
It is essential that the proposed
resolutions are passed. Failure to do so would severely compromise
the Company's ability to finance clinical trials on a continuing
basis.
Capital Reorganisation
The Company currently has
1,401,815,988 ordinary shares of £0.01 each in issue (the "Existing
Ordinary Shares"). The Board proposes to carry out a subdivision
and reclassification of the Existing Ordinary Shares by 1:2 so that
each Existing Ordinary Share will be
subdivided and reclassified into 1 new ordinary share of £0.000025
each (the "New Ordinary Shares") and 1 deferred share of £0.009975
each (the "Deferred Shares") (the "Subdivision"), followed by a
consolidation of the New Ordinary Shares by 400:1 so that every 400
New Ordinary Shares will be consolidated into 1 New Ordinary Share
of £0.01 each (the "Consolidation", together with the Subdivision,
the "Capital Reorganisation").
The Deferred Shares will have no
right to vote or participate in the capital of the Company (save as
set out under the heading 'New Articles' within the published
circular) and the Company will not issue any certificates or credit
CREST accounts in respect of them. The Deferred Shares will not be
admitted to trading on any exchange. The rights of the New Ordinary
Shares and the Deferred Shares will be set out in the New Articles
proposed to be adopted by the Company. The purpose of the Capital
Reorganisation is to reduce the nominal value of the Existing
Ordinary Shares and to reduce the number of shares in
issue.
For purely illustrative purposes,
examples of the effects of the proposed Capital Reorganisation
(should it be approved by Shareholders) are set out
below:
|
Number of Existing Ordinary Shares
of
£0.01 each held
|
Number of New Ordinary Shares of
£0.01 each following theCapital Reorganisation
|
Number of Deferred Shares of
£0.009975 each following the Capital Reorganisation
|
|
400
|
1
|
400
|
|
4,000
|
10
|
4,000
|
|
40,000
|
100
|
40,000
|
|
400,000
|
1,000
|
400,000
|
It is likely that the Capital
Reorganisation will result in fractional entitlements to a New
Ordinary Share where any holding is not precisely divisible by 400.
No certificates will be issued for fractional entitlements to New
Ordinary Shares. Following the implementation of the Capital
Reorganisation, certain shareholders may not have a proportionate
shareholding of New Ordinary Shares exactly equal to their
proportionate holding of Existing Ordinary Shares. Furthermore, any
shareholders holding fewer than 400 Existing Ordinary Shares as at
6.00pm on the Record Date (as defined in the published circular)
will cease to be a shareholder of ordinary shares in the Company.
The minimum threshold to receive New Ordinary Shares will be 400
Existing Ordinary Shares.
The Company's articles of
association permit the Directors to sell shares representing
fractional entitlements arising from the proposed Capital
Reorganisation. Any New Ordinary Shares in respect of which there
are fractional entitlements will therefore be aggregated and sold
for the best price reasonably obtainable on behalf of shareholders
entitled to fractions. The Company will distribute the proceeds of
sale in accordance with the Company's articles of
association.
Share certificates in respect of the
New Ordinary Shares will be issued following the Capital
Reorganisation or, in the case of uncertificated holders, Euroclear
UK and International Limited will be instructed to credit the CREST
participant's account with New Ordinary Shares.
Enquiries:
|
Hemogenyx Pharmaceuticals
plc
|
https://hemogenyx.com
|
|
Dr Vladislav Sandler, Chief
Executive Officer & Co-Founder
|
headquarters@hemogenyx.com
|
|
Peter Redmond, Director
|
peter.redmond@hemogenyx.com
|
|
SP Angel Corporate Finance
LLP
|
Tel: +44 (0)20 3470 0470
|
|
Matthew Johnson, Vadim Alexandre,
Adam Cowl
|
|
|
Peterhouse Capital
Limited
|
Tel: +44 (0)20 7469 0930
|
|
Lucy Williams, Duncan Vasey, Charles
Goodfellow
|
|
About Hemogenyx
Pharmaceuticals plc
Hemogenyx Pharmaceuticals is a
publicly traded company (LSE: HEMO) headquartered in London, with its US operating subsidiaries,
Hemogenyx Pharmaceuticals LLC and Immugenyx LLC, located
in New York City at its
state-of-the-art research facility.
The Company is a clinical stage
biopharmaceutical group developing new medicines and treatments to
treat blood and autoimmune diseases. Hemogenyx Pharmaceuticals is
developing several distinct and complementary product candidates,
as well as platform technologies that it uses as engines for novel
product development.
