9 Nov 2020 11:24
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND. 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.
C4X Discovery Holdings plc
("C4XD", "C4X Discovery" or the "Company")
Result of General Meeting and Issue of Equity
Total Voting Rights
9 November 2020 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering Drug Discovery company, is pleased to announce that at the General Meeting held earlier today in connection with the Company's Placing at an Issue Price of 14.0 pence, details of which were announced on 21 October 2020, each of the Resolutions were duly passed.
As a consequence and conditional on, amongst other things, Admission, the Company has raised approximately £15.0 million (before expenses and excluding any proceeds arising from the exercise of the Warrants) in aggregate through the issue of 99,169,286 Units and 7,973,572 EIS/VCT Placing Shares.
Application has been made for the 107,142,858 Placing Shares to be admitted to trading on AIM. It is expected that First Admission, in respect of 7,973,572 EIS/VCT Placing Shares, will take place at 8.00 a.m. on 10 November 2020 and that Second Admission, in respect of 99,169,286 General Placing Shares, will take place at 8.00 a.m. on 11 November 2020. The 99,169,286 Warrants will be unlisted and no application will be made for the Warrants to be admitted to trading on AIM.
Total voting rights
Following Second Admission, the total issued ordinary share capital of the Company will consist of 226,346,002 Ordinary Shares. The Placing Shares will rank pari passu with the existing ordinary shares of the Company. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company will be 226,346,002. The above figure of 226,346,002 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 under the FCA's Disclosure Guidance and Transparency Rules.
The capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at approximately 7.06 a.m. on 21 October 2020 unless otherwise stated.
The person responsible for arranging the release of this information is Clive Dix, CEO of the Company.
For further information, please contact:
C4X Discovery Holdings plc
Mo Noonan, Communications 0787 6444977
Panmure Gordon (UK) Limited (Nominated Adviser and Sole Broker) 020 7886 2500
Freddy Crossley, Emma Earl (Corporate Finance)
Rupert Dearden (Corporate Broking)
Consilium Strategic Communications
Mary-Jane Elliott, Matthew Neal, Chris Gardner 0203 709 5700
About C4X Discovery
C4X Discovery (C4XD) aims to create the world's most productive Drug Discovery engine by using cutting-edge technologies and expertise to efficiently deliver best-in-class small-molecule medicines to clinical partners for the benefit of patients. The Company's business model focuses on replenishing big pharma discovery pipelines and driving returns through revenue generating pre-clinical licensing deals. In 2018, C4XD successfully out-licensed a pre-clinical programme in addictive disorders to Indivior in a deal worth up to $294m, which is now in a Phase I clinical study.
C4XD has a state-of-the-art suite of proprietary technologies across the Drug Discovery process and accesses further innovative capabilities and expertise through its growing network of partners. The Company is actively advancing its diverse pre-clinical discovery portfolio which is focused on inflammation, neurodegeneration and oncology (including immuno-oncology). Opportunities to maximise value from the portfolio are proactively driven by C4XD's commercial division. The Company is led by a highly experienced management team and Board who have delivered significant value creation within the healthcare sector.
For additional information please go to: www.c4xdiscovery.com
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole responsibility of, the Company.
The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (as amended).
This Announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors ("qualified investors") as defined in Article (2)(e) of Regulation EU/2017/1129 (the "Prospectus Regulation"); and (b) in the United Kingdom, qualified investors who are persons (1) who have professional experience in matters relating to investments falling within Article 19(1) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Order; or (3) other persons to whom it may otherwise lawfully be communicated without being accompanied by any further statements and/or warnings required by the Order and not included in this Announcement (all such persons together being referred to as "Relevant Persons").
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 Placing relates 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 Placing set out in this Announcement are for information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as Nominated Adviser and broker to the Company and no one else for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placing. Accordingly, it will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to customers of Panmure Gordon (UK) Limited or for advising any other person on the contents of this Announcement or any matter, transaction or arrangement referred to in it.
This Announcement may not be published, distributed, forwarded or transmitted directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.
This Announcement and the information contained herein are not for publication or distribution in the United States or to any U.S. person ("US Person") within the meaning of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Securities Act"). Any failure to comply with this restriction may constitute a violation of United States securities laws.
The Relevant Securities (or any part thereof) described in this Announcement have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, in or into the United States or to any US Person, unless registered under the Securities Act or conducted pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Relevant Securities are being offered and sold solely outside of the United States in offshore transactions in accordance with Regulation S to investors who are not US Persons. There will be no public offering of the Relevant Securities in the United States, the United Kingdom or elsewhere.
Furthermore, the Relevant Securities (or any part thereof) have not been and will not be registered under the applicable laws of any of Canada, Australia, Japan, the Republic of South Africa, New Zealand or of any other jurisdiction where to do so would be unlawful and, consequently, may not be offered or sold to any national, resident or citizen thereof. The distribution of this Announcement and the Placing of the Relevant Securities as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken 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 securities in any jurisdictions where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
--ENDS---