Last checked at 15 Jun 2017 13:59
Shield Therapeutics
Results of Fundraise
Shield Therapeutics PLC
15 June 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
Shield Therapeutics plc
("Shield" or the "Company" or the "Group")
London, UK, 15 June 2017
Shield Therapeutics plc (LSE:STX), the specialty pharmaceutical company focused on the development and commercialisation of late-stage pharmaceuticals that address unmet medical needs in secondary care, is pleased to announce the completion of the Fundraise (as defined below) which was announced earlier today.
The Company has raised a total of approximately £12 million (before expenses) through (i) a co-ordinated exercise of 6,870,536 existing warrants at an exercise price of 150p per share raising approximately £10.3 million (the "Warrant Exercise"), and simultaneously with the Warrant Exercise (ii) a placing of 1,000,000 new ordinary shares at 150p per share raising £1.5 million (the "Placing") and (iii) a subscription of 96,669 new ordinary shares at 150p per share by certain directors and a senior manager of the Company raising approximately £0.145 million (the "Subscription" and, together with the Placing and the Warrant Exercise, the "Fundraise").
The Fundraise will result in the issue of an aggregate of 7,967,205 new ordinary shares (the "New Ordinary Shares"), representing approximately 7.4 per cent of the existing issued ordinary share capital of the Company.
Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt") acted as joint bookrunners (together, the "Joint Bookrunners") in respect of the Placing. Liberum acted as Nominated Adviser to the Company.
Carl Sterritt, Chief Executive Officer and Founder of Shield Therapeutics, commented: "This successful fundraise will allow Shield to further accelerate the commercialisation of Feraccru in Germany and the UK and deliver primary endpoint data from the pivotal phase 3 AEGIS CKD study, whilst further progressing the Phase 3b AEGIS H2H study and preparation for an NDA filing of Feraccru in the US in H1 2018. We are delighted with the support shown by existing shareholders that have chosen to exercise their warrants as well as those that have taken part in the placing. I look forward to our future with enhanced confidence, underpinned by our expanded activities and the key events that we expect to report on in the near term."
Issue of Equity and Total Voting Rights
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the new ordinary shares on AIM will commence at 8:00 a.m. on 28 June 2017 (or such later date as the Company, Liberum and Peel Hunt may agree, being no later than 30 June 2017).
The Fundraise is conditional upon, among other things, Admission becoming effective and upon the placing agreement between the Company, Liberum and Peel Hunt becoming unconditional and not being terminated.
Following Admission, the Company will have 116,102,621 ordinary shares in issue. No ordinary shares are held in treasury. Therefore, the total number of ordinary shares in the Company will be 116,102,621. The above 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Assuming no further warrants are exercised between the date of this Announcement and Admission, there will also be 4,796,122 warrants outstanding in respect of which 4,796,122 new ordinary shares may be issued at a price of 150 pence per share.
Directors' participation in the Subscription
The directors of the Company ("Directors") have, in aggregate, committed to subscribe for a total of 83,335 New Ordinary Shares pursuant to the Subscription. The participation of each of the Directors in the Subscription is detailed below.
Director
| Ordinary shares held at date of this announcement
| Number of Ordinary Shares to be issued pursuant to the Subscription
| Ordinary Shares held post Admission
| Percentage of Enlarged Share Capital
|
Carl Sterritt | 10,053,113 | 13,334 | 10,066,447 | 8.67% |
Andrew Heath | 85,719 | 3,334 | 89,053 | 0.08% |
James Karis | 0 | 36,667 | 36,667 | 0.03% |
Peter Llewellyn Davies | 0 | 10,000 | 10,000 | 0.01% |
Joanne Estell | 0 | 20,000 | 20,000 | 0.02% |
The notifications below, made in accordance with the requirement of the Market Abuse Regulation, provide further detail in relation to the Directors participation in the Subscription.
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Carl Sterritt | |
2 | Reason for the notification
| ||
(a) | Position/status
| Chief Executive Officer | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Shield Therapeutics PLC | |
(b) | LEI
| 2132800G74QWY15FC3W71 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument
Identification code
| Ordinary shares of £0.015 each
GB00BYV81293 | |
(b) | Nature of the transaction
| Subscription for ordinary shares through conditional placing. Subscription is conditional on, amongst other things, Admission becoming effective. | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
150p | 13,334 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
13,334
£20,001 | |
(e) | Date of transaction
| 15 June 2017 | |
(f) | Place of transaction
| On-market | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Joanne Estell | |
2 | Reason for the notification
| ||
(a) | Position/status
| Chief Financial Officer | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Shield Therapeutics PLC | |
(b) | LEI
| 2132800G74QWY15FC3W71 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument
Identification code
| Ordinary shares of £0.015 each
GB00BYV81293 | |
(b) | Nature of the transaction
| Subscription for ordinary shares through conditional placing. Subscription is conditional on, amongst other things, Admission becoming effective. | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
150p | 20,000 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
20,000
£30,000 | |
(e) | Date of transaction
| 15 June 2017 | |
(f) | Place of transaction
| On-market | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Andrew Heath | |
2 | Reason for the notification
| ||
(a) | Position/status
| Non-Executive Chairman | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Shield Therapeutics PLC | |
(b) | LEI
| 2132800G74QWY15FC3W71 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument
Identification code
| Ordinary shares of £0.015 each
GB00BYV81293 | |
(b) | Nature of the transaction
| Subscription for ordinary shares through conditional placing. Subscription is conditional on, amongst other things, Admission becoming effective. | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
150p | 3,334 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
3,334
£5,001 | |
(e) | Date of transaction
| 15 June 2017 | |
(f) | Place of transaction
| On-market | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| James Karis | |
2 | Reason for the notification
| ||
(a) | Position/status
| Non-Executive Director | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Shield Therapeutics PLC | |
(b) | LEI
| 2132800G74QWY15FC3W71 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument
Identification code
| Ordinary shares of £0.015 each
GB00BYV81293 | |
(b) | Nature of the transaction
| Subscription for ordinary shares through conditional placing. Subscription is conditional on, amongst other things, Admission becoming effective. | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
150p | 36,667 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
36,667
£55,000.50 | |
(e) | Date of transaction
| 15 June 2017 | |
(f) | Place of transaction
| On-market | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Peter Llewellyn-Davies | |
2 | Reason for the notification
| ||
(a) | Position/status
| Non-Executive Director | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Shield Therapeutics PLC | |
(b) | LEI
| 2132800G74QWY15FC3W71 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument
Identification code
| Ordinary shares of £0.015 each
GB00BYV81293 | |
(b) | Nature of the transaction
| Subscription for ordinary shares through conditional placing. Subscription is conditional on, amongst other things, Admission becoming effective. | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
150p | 10,000 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
10,000
£15,000 | |
(e) | Date of transaction
| 15 June 2017 | |
(f) | Place of transaction
| On-market | |
Notes
Save as otherwise defined in this announcement, all defined terms used in this announcement shall have the same meaning as defined in the Company's announcement published earlier today regarding the Fundraise.
Enquiries
Shield Therapeutics plc | +44 (0)20 7186 8500 | |
Carl Sterritt, Chief Executive Officer Joanne Estell, Chief Financial Officer Karl Keegan, Director Corporate Development | ||
Nominated Adviser, Joint Bookrunner and Joint Broker |
+44 (0)20 3100 2222 | |
Liberum Capital Limited | ||
Christopher Britton Steve Pearce Jonathan Wilkes-Green | ||
Joint Bookrunner and Joint Broker | +44 (0)20 7418 8900 | |
Peel Hunt LLP | ||
James Steel Alastair Rae | ||
Oliver Jackson | ||
IMPORTANT NOTICE
This announcement is released by Shield Therapeutics plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Fundraise as described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Carl Sterritt, CEO.
No action has been taken by the Company or the Joint Bookrunners, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus has been made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws 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 any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold (i) outside the United States in reliance on Regulation S under the Securities Act and (ii) within the United States only to persons reasonably believed to be "qualified institutional buyers" pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. There will be no public offering of the Placing Shares in the United States, the United Kingdom or elsewhere. No representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.
The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, 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, and 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; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing 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 Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa or to any investor located or resident in Canada.
Each of Liberum and Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this announcement.
This announcement is being 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 the Joint Bookrunners (apart from the responsibilities or liabilities that may be imposed by the FSMA, as amended, or the regulatory regime established thereunder) or any of their respective affiliates or any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. The Joint Bookrunners and each of their respective affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this announcement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
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. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.
This announcement contains (or may contain) certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement, including, but not limited to, those risks and uncertainties described in the risk factors included in the Company's 2016 Annual Report. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor the Joint Bookrunners nor any of their respective affiliates nor any of their respective Representatives assumes any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. Past performance of the Company cannot be relied on as a guide to future performance and persons reading this announcement are cautioned not to place undue reliance on such forward-looking statements.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.