Strategic review and formal sale process

RNS Number : 5059W

Advanced Oncotherapy PLC

18 April 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AS A RESULT OF THE FORMAL SALE PROCESS, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

FOR IMMEDIATE RELEASE

18 April 2023

Advanced Oncotherapy plc

("Advanced Oncotherapy", "AVO" or the "Company")

Strategic review, update on financing discussions, formal sale process and commencement of offer period

Advanced Oncotherapy (AIM:AVO), the developer of LIGHT, the next-generation proton therapy system for cancer treatment, announces that it is continuing to consider ways to facilitate raising the funding which will allow it to complete its first LIGHT machine and commence treating patients later this year.

As previously announced on 1 March 2023 the Company requires additional funding to enable it to meet its ongoing working capital requirements and to achieve the first patient treatment milestone. The funding requirement includes, inter alia, investment to complete the building at Daresbury which houses the dedicated proton therapy treatment area designed and built to host cancer patients.

As part of a strategic review of funding options being explored, the directors of Advanced Oncotherapy (the " Board ") have been considering a listing on NASDAQ. To facilitate this, the Board has decided to commence a review of all options available including a possible sale to NASDAQ quoted corporate vehicles and has therefore commenced a formal sale process (under and as referred to in Note 2 on Rule 2.6 of the City Code on Takeovers and Mergers (the "Code")) and has appointed WH Ireland Limited ( " WH Ireland ") as its financial adviser to assist it with the strategic review and the formal sale process.

The Board intends to review potential partners with the technical expertise, strategic mindset and financial backing to help Advanced Oncotherapy accomplish its near-term operational objectives and enable the Company to continue to prosper in the long-term whilst maximising value for all stakeholders.

As previously announced, the Company raised £4.975 million in March 2023 pursuant to a secured convertible loan note and the Company has been continuing to take steps to raise additional financing. The Company is presently in discussions with investors to raise additional funding under this loan note agreement on the same terms as previously announced, which may include further subscriptions by directors of the Company. The Board of the Company is confident on concluding this additional financing which would extend the Company's cash runway from end of April 2023 until the end of May 2023.

Formal sale process

The Takeover Panel has agreed that any discussions with a third party may take place within the context of a "formal sale process" under the Code in order to enable conversations with parties interested in making such a proposal to take place on a confidential basis.

Parties with a potential interest in participating in the formal sale process should contact WH Ireland (contact details as set out below). It is currently expected that any party interested in participating will, at the appropriate time, be required to enter into a non-disclosure and standstill agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as any other interested parties, before being permitted to participate in the process. The Board then intends to provide such interested parties with certain information on the Company and its group, following which interested parties will be invited to submit their proposals to WH Ireland.

The Company is not currently in discussions with, nor in receipt of an approach from, any potential bidder relating to an acquisition of the issued and to be issued share capital of the Company.

The Board reserves the right to alter any aspect of the process or to terminate it at any time and in such cases will make further announcements as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

There can be no certainty that any offer will be made for the Company, or even proposed, or as to the terms of any proposal or offer that may be made.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28-day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process.

Following this announcement, the Company is now considered to be in an 'offer period' as defined in the Code, and the dealing disclosure requirements set out below will apply.

Further announcements will be made in due course.

Advanced Oncotherapy plc	www.avoplc.com
Dr. Michael Sinclair, Executive Chairman	Tel: [phone]
Nicolas Serandour, CEO
WH Ireland Limited (Financial adviser)	Tel: [phone]
Antonio Bossi / James Bavister	[e-mail]
Allenby Capital Limited (Nomad and Joint Broker)
Nick Athanas / Piers Shimwell (Corporate Finance) Amrit Nahal / Matt Butlin (Sales & Corporate Broking)	Tel: [phone]
SI Capital Ltd (Joint Broker)
Nick Emerson	Tel: [phone]
Jon Levinson	Tel: [phone]

About Advanced Oncotherapy Plc www.avoplc.com

Advanced Oncotherapy, a UK headquartered company with offices in London, Geneva, The Netherlands and in the USA, is provider of particle therapy with protons that harnesses the best in modern technology. Advanced Oncotherapy's team "ADAM," based in Geneva, focuses on the development of a proprietary proton accelerator called, Linac Image Guided Hadron Technology (LIGHT). LIGHT's compact configuration delivers proton beams in a way that facilitates greater precision and electronic control.

Advanced Oncotherapy will offer healthcare providers affordable systems that will enable them to treat cancer with innovative technology as well as expected lower treatment-related side effects.

Advanced Oncotherapy continually monitors the market for any emerging improvements in delivering proton therapy and actively seeks working relationships with providers of these innovative technologies. Through these relationships, the Company will remain the prime provider of an innovative and cost-effective system for particle therapy with protons.

Important Code notes

There can be no certainty that an offer(s) will be made, nor as to the terms of any offer, and thus whether any offer will be completed.

The person responsible for arranging the release of this announcement on behalf of Advanced Oncotherapy is Nicolas Serandour, CEO.

Inside Information

The information contained within this announcement is deemed by Advanced Oncotherapy to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Notice related to financial advisers

WH Ireland, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Advanced Oncotherapy and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Advanced Oncotherapy for providing the protections afforded to clients of WH Ireland, or for providing advice in relation to the matters referred to in this announcement.

Allenby Capital Limited, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as nominated adviser to Advanced Oncotherapy and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Advanced Oncotherapy for providing the protections afforded to clients of Allenby Capital Limited, or for providing advice in relation to the matters referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Advanced Oncotherapy confirms that as at the close of business on 17 April 2023 its issued share capital consisted of 537,481,209 ordinary shares of 25 pence each. The International Securities Identification Number for Advanced Oncotherapy's ordinary shares is GB00BD6SX109.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.avoplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Advanced Oncotherapy who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Advanced Oncotherapy who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

 

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