Last checked at 26 Feb 2019 17:32
THIS ANNOUNCEMENT IS RESTRICTED AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA. 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.
MaxCyte, Inc.
("MaxCyte" or the "Company")
Result of Special Meeting and Issue of Equity
Total Voting Rights
Maryland, USA - 26 February 2019: MaxCyte (LSE: MXCT, MXCS), the global cell-based medicines and life sciences company, today announces that at the Special Meeting held earlier today in respect of its £10.0 million Placing at a Placing Price of 170 pence per share of New Common Stock, which was announced to the market on 5 February 2019, each of the resolutions as set out in the notice of Special Meeting was duly passed.
Application has been made for the 5,958,736 shares of New Common Stock and Option Stock to be admitted to trading on AIM. It is expected that First Admission, in respect of 2,705,880 Eligible New Common Stock, will take place at 8.00 a.m. on 28 February 2019 and that Second Admission, in respect of 3,252,856 General New Common Stock, will take place at 8.00 a.m. on 1 March 2019.
Furthermore, upon the relevant admission, the New Common Stock and Option Stock will trade in the Company's new restricted line of Common Stock under the symbol MXCS. The New Common Stock and Option Stock as represented by Depository Interests will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "Reg S Cat 3/Rule 144A" and ISIN USU575801175. The Company also maintains an unrestricted line of Common Stock trading under the existing symbol MXCT.
As noted in the Company's announcement on 5 February 2019, the Vendor Placing of 320,223 shares of Sale Stock which had been held by certain longstanding unconnected, non-PDMR Stockholders, is expected to complete upon Second Admission. The Sale Stock will trade under the existing symbol MXCT.
The number of restricted shares of Common Stock trading under the symbol 'MXCS' following Second Admission will be 5,958,736 and the number of unrestricted shares of Common Stock trading under the symbol 'MXCT' following Second Admission will be 51,332,764.
Total voting rights
Following Second Admission, the total issued stock capital of the Company will consist of 57,291,500 shares of Common Stock. There is no Common Stock held in treasury. Therefore, the total number of voting rights in the Company will be 57,291,500. Stockholders in the Company may use this figure 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 stock capital of the Company.
The capitalised terms used in this announcement have the meaning set out in the announcement made by the Company at 7.00 a.m. on 5 February 2019. All references to times and dates in this announcement are to times and dates in London, United Kingdom, unless otherwise stated.
About MaxCyte
MaxCyte is a clinical-stage global cell-based medicines and life sciences company applying its proprietary cell engineering platform to deliver the advances of cell-based medicine to patients with high unmet medical needs. MaxCyte is developing novel CARMA™ therapies for its own pipeline, with its first drug candidate in a Phase 1 clinical trial. CARMA is MaxCyte's mRNA-based proprietary therapeutic platform for autologous cell therapy for the treatment of solid cancers. In addition, through its core business, MaxCyte leverages its Flow Electroporation® Technology to enable its biopharmaceutical partners to advance the development of innovative medicines, particularly in cell therapy. MaxCyte has placed its flow electroporation instruments worldwide, with all of the top ten global biopharmaceutical companies, has more than 70 partnered program licenses in cell therapy including more than 35 licensed for clinical use. With its robust delivery technology platform, MaxCyte helps its partners to unlock the full potential of their products. For more information, visit www.maxcyte.com.
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Important Notice
THE PLACING COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO BE, REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF APPLICABLE SECURITIES LEGISLATION. ACCORDINGLY, SUBJECT TO CERTAIN EXCEPTIONS, THE PLACING COMMON STOCK MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR REPUBLIC OF SOUTH AFRICA.
FURTHERMORE, THE PLACING COMMON STOCK MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING COMMON STOCK ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-US PERSONS IN ''OFFSHORE TRANSACTIONS'' (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION 903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES ACT.