Scancell Holdings Regulatory News (SCLP)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF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. 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 AS DEFINED IN ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

1 December 2023

Scancell Holdings plc

("Scancell" or the "Company")

Results of Placing

Oversubscribed Placing upsized to £10.6 million with significant participation from both existing and new healthcare specialist investors

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer and infectious disease, is pleased to announce the completion of a significantly oversubscribed placing as announced by the Company yesterday on 30 November 2023 (the "Launch Announcement").

A total of 96,292,367 Placing Shares have been placed by Stifel Nicolaus Europe Limited ("Stifel") and WG Partners LLP ("WG Partners") at the Issue Price of 11 pence per Ordinary Share. Concurrently with Placing, the Board Subscribers have subscribed for 727,272 Subscription Shares pursuant to the Subscription at the Issue Price.

Together, the Placing Shares and the Subscription Shares in aggregate comprise 97,019,639 new Ordinary Shares, raising total gross proceeds of approximately £10.7 million. The Issue Price represents a discount of approximately 10.2 per cent. to the middle market closing price of an Ordinary Share on 29 November 2023. The Placing Shares and the Subscription Shares together represent approximately 11.8 per cent. of the Existing Ordinary Shares.

Open Offer

The Company is also proposing to raise up to £2.0 million pursuant to the Open Offer. Subject to the completion of the Capital Raise, and assuming full take-up under the Open Offer, the Company will receive gross proceeds of approximately £12.7 million.

Professor Lindy Durrant, Chief Executive Officer, commented:

"This oversubscribed and upsized placing, led by new institutional and life science specialist investors, and our existing investors, Redmile Group and Vulpes Investment Management, further strengthens Scancell's financial position and ability to increase shareholder value, and we thank them for their support.

The funds raised today will further drive the Company's progress with its lead programmes, including SCIB1, which recently demonstrated an unprecedented objective response rate of 85% in patients with unresectable melanoma in initial data from the SCOPE study, and Modi-1 through its next clinical steps. Scancell is now positioned to realise the value of its near-term data inflection points, including the SCOPE study read out in H1 2024, as well as potential licensing opportunities across its diversified pipeline of cancer vaccines and therapeutic antibody technologies."

Related Party Transactions

Certain funds managed by Redmile Group LLC ("Redmile"), a substantial Shareholder (as defined by the AIM Rules), has subscribed for 28,242,552 Placing Shares at the Issue Price (the "Redmile Related Party Transaction"). Vulpes Life Sciences Fund ("Vulpes"), a substantial Shareholder (as defined by the AIM Rules), has subscribed for 2,181,818 Placing Shares at the Issue Price (the "Vulpes Related Party Transaction").

In addition, certain of the Directors, being Dr Jean-Michel Cosséry (Non-Executive Chairman) and Professor Lindy Durrant (Chief Executive Officer and Executive Director) have conditionally agreed to subscribe for an aggregate of 727,272 Subscription Shares in the Subscription (the "Directors' Related Party Transaction" and, together with the Redmile Related Party Transaction and the Vulpes Related Party Transaction, the "Related Party Transactions").

The number of Placing Shares subscribed for by Redmile and Vulpes pursuant to the Placing and the number of Subscription Shares subscribed for by the Board Subscribers pursuant to the Subscription, and their resulting shareholding on Second Admission, are set out below:

* These numbers and percentages are calculated assuming that the Placing and the Subscription complete and the Open Offer Shares are fully taken up by Qualifying Shareholders other than the Directors and that none of the outstanding share options are exercised or Convertible Loan Notes are converted. It also assumes that none of the Directors take up their personal entitlements in the Open Offer.

** excluding any potential conversion of the Convertible Loan Notes

The participation by Redmile, Vulpes and certain of the Directors in the Capital Raise will constitute related party transactions for the purposes of the AIM Rules. Dr Sally Adams, Susan Clement Davies and Dr Ursula Ney, being the independent Directors for the purpose of the Capital Raise, having consulted with the Company's nominated adviser, Stifel, considers that the terms of the Related Party Transactions are fair and reasonable insofar as Shareholders are concerned.

Admission, Total Voting Rights and Circular

An application has been made to London Stock Exchange plc for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. It is expected that settlement of the Placing Shares and the Subscription Shares and First Admission will become effective and dealings in the Placing Shares and the Subscription Shares will commence at 8.00 a.m. on 5 December 2023. The Placing and the Subscription are conditional upon, among other things, First Admission becoming effective.

The Placing Shares and the Subscription Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Following First Admission, the Company's enlarged issued ordinary share capital will be 916,683,100. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

A Circular, including further details of the Open Offer, is expected to be dispatched to Qualifying Shareholders and (for information only) to Excluded Overseas Shareholders who have notified an address in the United Kingdom for the service of documents in accordance with the Articles on 4 December 2023, and will also be available on the Company's website at the same time at www.Scancell.co.uk.

Stifel is acting as Sole Financial Adviser, Joint Bookrunner and Nominated Adviser in relation to the Placing and WG Partners is acting as Joint Bookrunner in relation to the Placing.

Capitalised terms used in this announcement have the meaning as defined in the Launch Announcement unless otherwise stated.

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Professor Lindy Durrant, Chief Executive Officer.

For further information please contact:

Notes for Editors

About Scancell

Scancell is a clinical stage biopharmaceutical company that is leveraging its proprietary research, built up over many years of studying the human adaptive immune system, to generate novel medicines to treat significant unmet needs in cancer and infectious disease. The Company is building a pipeline of innovative products by utilising its four technology platforms: Moditope® and ImmunoBody® for vaccines and GlyMab® and AvidiMab® for antibodies.

Adaptive immune responses include antibodies and T cells (CD4 and CD8), both of which can recognise damaged or infected cells. In order to destroy such cancerous or infected cells, Scancell uses either vaccines to induce immune responses or monoclonal antibodies (mAbs) to redirect immune cells or drugs. The Company's unique approach is that its innovative products target modifications of proteins and lipids. For the vaccines (Moditope® and ImmunoBody®) this includes citrullination and homocitrullination of proteins, whereas its mAb portfolio targets glycans or sugars that are added onto proteins and / or lipids (GlyMab®) or enhances the potency of antibodies and their ability to directly kill tumour cells (AvidiMab®).

For further information about Scancell, please visit: https://www.Scancell.co.uk/

For further details, please see the Company's website: www.Scancell.co.uk

 Important Notice

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction (each, a "Restricted Jurisdiction"). The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The New Ordinary Shares may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities of the Company in the United States.

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 Stifel, WG Partners or by any of their respective affiliates, directors, officers, employees, advisers or agents 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. Neither Stifel nor WG Partners has authorised the contents of, or any part of, this Announcement.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Capital Raise and will not regard any other person as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raise or any other matter referred to herein. Its responsibilities as nominated advisor and joint broker to the Company are owed to the London Stock Exchange and the Company and its responsibilities as Joint Bookrunner are owed to the Company, respectively, and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares in reliance on any part of this Announcement.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Capital Raise and will not regard any other person as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raise or any other matter referred to herein. Its responsibilities as Joint Bookrunner are owed to the Company and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares in reliance on any part of this Announcement.

No public offering of New Ordinary Shares is being made in the United Kingdom, any Restricted Jurisdiction or elsewhere. The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Stifel or WG Partners that would permit an offering of such New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Stifel and WG Partners to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

There are matters set out within this Announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the Company's Annual Report and Accounts for the period ended 30 April 2023. None of the Company, Stifel or WG Partners undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a pro?t forecast or pro?t estimate or to imply that the earnings of the Company for the current or future ?nancial periods will necessarily match or exceed the historical or published earnings of the Company. The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

It is expected that any New Ordinary Shares in the Company to be issued pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than to trading on AIM, a market operated by the London Stock Exchange. This Announcement is not an offering document, prospectus, prospectus equivalent document or AIM admission document. It is expected that no offering document, prospectus, prospectus equivalent document or AIM admission document will be required in connection with the Capital Raise and no such document has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Capital Raise.

Neither the content of the Company's website nor any links on the Company's website is incorporated in, or forms part of, this Announcement.

Product Governance Disclaimer

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the New Ordinary Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners have only procured investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.