Result of Accelerated Bookbuild

RNS Number : 1377M

Redx Pharma plc

19 May 2022

 

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT. 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN REDX PHARMA PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 

THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

REDX PHARMA PLC

("Redx" or the "Company")

Result of Accelerated Bookbuild and Posting of Circular

Redx successfully raises £34.3 million, conditional on Shareholder approval

Fundraise took place at the market price of 59 pence per share

Strong support from existing and new specialist investors

Net proceeds of the Placing to be used to progress an exciting and differentiated pipeline of oncology and fibrosis drug candidates and funds Redx through 2023  

Alderley Park, 19 May 2022 Redx (AIM: REDX), the clinical-stage biotechnology company focused on discovering and developing novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease, is pleased to announce that, following the announcement of the launch of the Placing via the Bookbuild on 18 May 2022 (the "Launch Announcement"), the Company has conditionally raised a total of £34,261,864 (before expenses) by way of a placing of 58,070,956 Placing Shares at the Issue Price of 59 pence per Placing Share, to both new and existing institutional investors.

The Issue Price is equal to the Closing Price on the date of the Launch Announcement.

As outlined in the Launch Announcement, the net proceeds of the Placing will be used to fund the anticipated progression of Redx's clinical development and research stage programmes to important value inflection points and are expected to provide the Company with general and administrative working capital through 2023. 

Lisa Anson, Chief Executive Officer of Redx, commented : "At Redx we are committed to developing novel, targeted therapies for oncology and fibrotic diseases in areas of high unmet clinical need.  T his fundraise enables us to continue to progress our clinical pipeline towards important proof-of-concept data readouts, as well as advance our promising research pipeline of differentiated drug candidates towards our goal of three additional wholly-owned IND submissions by 2025. 

Specifically, the proceeds provide Redx with a cash runway to reach several significant potential value inflection points through 2023, including topline data from both the Phase 2 clinical studies with RXC004 in Wnt-ligand dependent cancers, as well as topline data from the Phase 2a study in idiopathic pulmonary fibrosis (IPF) with RXC007.  In addition, it will allow us to progress RXC008 through IND submission to address fibrostenotic Crohn's disease, where there are currently no curative treatment options available.

We would like to thank our existing shareholders for their continued strong support and are pleased to welcome a new specialist healthcare investor Invus to Redx and our commitment to creating world leading medicines to transform patients' lives."

Natalie Berner, Managing Director, Redmile Group LLC, commented : "We are pleased to continue to support the Redx team and their established clinical pipeline, drug discovery engine, and strong partnerships."

Tom Burt, Partner, Sofinnova Crossover Strategy, commented : "Existing investors are delighted to further support Redx in this financing and we welcome a new specialist investor. Closing such a placing, despite challenging markets, is evidence of Redx's promising pipeline candidates, leading science base and excellent team."

Capitalised terms used but not defined herein and the use of certain other technical terms and abbreviations shall have the same meanings given to them in the Launch Announcement.

Key highlights 

· Placing of 58,070,956 new Ordinary Shares at the Issue Price of 59 pence per Placing Share to raise £34,261,864 (before expenses) with new and existing institutional investors. 

· Redmile, the Company's largest shareholder, and Sofinnova are both supporting the Placing and have agreed to subscribe for 27,461,017 and 16,949,153 Placing Shares, respectively at the Issue Price.  In addition, existing shareholders Polar Capital LLP ("Polar") and Platinum International Healthcare Fund ("Platinum") are also participating in the Placing and have agreed to subscribe for 2,862,902, and 1,694,916 Placing Shares at the Issue Price, respectively.  Certain of the Directors are also participating in the Placing and have agreed to subscribe for 542,374 Placing Shares in aggregate at the Issue Price.

· Specialist healthcare investor, Invus, is also participating in the Placing

Posting of Circular

The issue of the Placing Shares is conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is being convened for 11:00 a.m. on 6 June 2022 at 85 Gresham Street, London EC2V 7NQ. The Circular containing the Notice of General Meeting will be posted to Shareholders later today and will be made available on the Company's website at www.redxpharma.com.

Admission and details of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is anticipated that Admission of the Placing Shares will take place at or around 8:00 a.m. on 7 June 2022.

The Placing Shares will rank pari passu with the Existing Ordinary Shares in issue. The Placing Shares will represent approximately 17.42 per cent. of the Company's enlarged issued share capital on Admission (assuming no other issuance of Ordinary Shares prior to Admission).

Related party transactions

As Redmile holds 79.15 per cent. of the Existing Ordinary Shares, Redmile is a related party of the Company pursuant to the AIM Rules. Redmile has conditionally agreed to subscribe for 27,461,017 Placing Shares. 

Certain of the Directors, being Lisa Anson, Dr Jane Griffiths and Sarah Gordon Wild, have conditionally agreed to subscribe for an aggregate of 542,374 Placing Shares as set out below.

Name of Director	Current number of Ordinary Shares held	Number of Ordinary Shares held following Admission	% of Issued Share Capital held following Admission
Lisa Anson	129,284	163,183	0.05%
Dr Jane Griffiths	Nil	84,746	0.03%
Sarah Gordon Wild	892,858	1,316,587	0.39%

Consequently, the participation of Redmile and certain of the Directors in the Placing constitute related party transactions for the purposes of AIM Rule 13. The independent Directors for the purposes of this transaction (being all Directors other than Natalie Berner, who is a representative of Redmile, Dr Thomas Burt, who is a representative of Sofinnova, and Lisa Anson, Dr Jane Griffiths and Sarah Gordon Wild who are participating in the Placing) consider, having consulted with Spark, the Company's nominated adviser, that (i) the terms of Redmile's subscription for Placing Shares and (ii) the terms of participation of each of Lisa Anson, Dr Jane Griffiths and Sarah Gordon Wild in the Placing, are fair and reasonable in so far as Shareholders are concerned.

Total voting rights

Following Admission, the number of Ordinary Shares in issue and the number of voting rights will be  333,353,161. The figure of 333,353,161 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The person responsible for the release of this Announcement on behalf of the Company is Andrew Booth, Company Secretary.

For further information, please contact:
Redx Pharma plc  Caitlin Pearson, Head of Communications [e-mail]   UK Headquarters Lisa Anson, Chief Executive Officer	T: [phone]
US Office Peter Collum, Chief Financial Officer
SPARK Advisory Partners (Nominated Adviser)	T: [phone]
Matt Davis/ Adam Dawes
WG Partners LLP (Global Coordinator and Joint Bookrunner)	T: [phone]
Claes Spång/ Satheesh Nadarajah/ David Wilson
Panmure Gordon (UK) Limited (Joint Bookrunner)	T: [phone]
Rupert Dearden/ Freddy Crossley/ Emma Earl
Stifel Nicolaus Europe Limited (Joint Bookrunner)	T: [phone]
Nicholas Moore/ Samira Essebiyea/ William Palmer-Brown (Healthcare Investment Banking)
Nick Adams (UK Investment Banking)
FTI Consulting	T: [phone]
Simon Conway/ Ciara Martin

About Redx Pharma plc

Redx Pharma (AIM: REDX) is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic diseases, aiming initially to progress them to clinical proof of concept before evaluating options for further development and potential value creation. Redx's lead oncology product candidate, the Porcupine inhibitor RXC004, commenced a Phase 2 programme in November 2021. The Company's selective ROCK2 inhibitor product candidate, RXC007, is in development for idiopathic pulmonary fibrosis and commenced a Phase 1 clinical trial in June 2021. Encouraging safety and pharmacokinetic data has been reported, and a Phase 2 clinical program is confirmed to start in 2022. Redx's third drug candidate, RXC008, a GI-targeted ROCK inhibitor for the treatment of fibrostenotic Crohn's disease, is currently in pre-IND stage, with Phase 1 clinical studies expected to commence in 2023. 

The Company has a strong track record of discovering new drug candidates through its core strengths in medicinal chemistry and translational science, enabling the Company to discover and develop differentiated therapeutics against biologically or clinically validated targets. The Company's accomplishments are evidenced not only by its two wholly-owned clinical-stage product candidates and rapidly expanding pipeline, but also by its strategic transactions, including the sale of pirtobrutinib (RXC005, LOXO-305), a BTK inhibitor now in Phase 3 clinical development by Eli Lilly following its acquisition of Loxo Oncology and RXC006, a Porcupine inhibitor targeting fibrotic diseases including idiopathic pulmonary fibrosis (IPF), which AstraZeneca is progressing in a Phase 1 clinical study. In addition, Redx has forged collaborations with Jazz Pharmaceuticals. 

 To subscribe to Email Alerts from Redx, please visit: www.redxpharma.com/investor-centre/email-alerts/

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN REDX PHARMA PLC.

THIS ANNOUNCEMENT DOES NOT CONTAIN, CONSTITUTE OR FORM PART OF AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION TO WHO OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. 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 WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") 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. THERE IS NO INTENTION TO REGISTER THE PLACING SHARES IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES. ANY OFFER AND SALES IN THE UNITED STATES WILL BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN RELIANCE ON RULE 144A OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate, from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US 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, 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; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  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 the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.  Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, the losses the Company has incurred since its inception and the losses that it may incur in the future, the expectation that the Company may not generate any material income until its pipeline of products is progressed commercially, the need to raise additional funding in the future which may not be available on acceptable terms, or at all, and any failure by the Company to obtain exclusivity or intellectual property rights for its product candidates or preventing others from developing similar competitive products .  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as Joint Bookrunner and for no one else in connection with the accelerated bookbuilding process (the "Bookbuilding Process") and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of WG Partners or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as Joint Bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Panmure Gordon or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as Joint Bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Stifel or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

SPARK, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as its nominated adviser and for no one else in connection with the matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of SPARK or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

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 or by any of their respective Representatives 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 therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

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.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares 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 Placing.  Furthermore, it is noted that, notwithstanding the 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 Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

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 in the European Economic Area (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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing.  Furthermore, it is noted that, notwithstanding the 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 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities (PDMR) / person closely associated
a)	Name	Lisa Anson
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	Redx Pharma plc
b)	LEI	213800HMS4EBXO589Y37
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 the financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each in Redx Pharma plc ISIN: GB00BSNB6S51
b)	Nature of the transaction	Participation in the placing of Ordinary Shares of 1 pence each in Redx Pharma plc
c)	Prices(a) and volume(s)	Price Volume 59 pence 33,899
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	19 May 2022
f)	Place of the transaction	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities (PDMR) / person closely associated
a)	Name	Dr Jane Griffiths
2.	Reason for the notification
a)	Position / status	Director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Redx Pharma plc
b)	LEI	213800HMS4EBXO589Y37
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 the financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each in Redx Pharma plc ISIN: GB00BSNB6S51
b)	Nature of the transaction	Participation in the placing of Ordinary Shares of 1 pence each in Redx Pharma plc
c)	Prices(a) and volume(s)	Price Volume 59 pence 84,746
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	19 May 2022
f)	Place of the transaction	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities (PDMR) / person closely associated
a)	Name	Sarah Gordon Wild
2.	Reason for the notification
a)	Position / status	Director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Redx Pharma plc
b)	LEI	213800HMS4EBXO589Y37
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 the financial instrument, type of instrument Identification code	Ordinary Shares of 1 pence each in Redx Pharma plc ISIN: GB00BSNB6S51
b)	Nature of the transaction	Participation in the placing of Ordinary Shares of 1 pence each in Redx Pharma plc
c)	Prices(a) and volume(s)	Price Volume 59 pence 423,729
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	19 May 2022
f)	Place of the transaction	London Stock Exchange, AIM

 

END

 

 

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