Result of Placing

RNS Number : 6308W

Redx Pharma plc

10 February 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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (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 SHARES 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.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Redx Pharma plc

("Redx" or the "Company")

Result of Placing

and posting of Circular

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the announcement released by the Company on 8 February 2017 (the "Placing Announcement").

Result of Placing

Pursuant to the Placing Announcement, the Company is pleased to announce that Cantor Fitzgerald Europe and WG Partners have successfully placed 19,166,667 New Ordinary Shares on behalf of the Company (the "Placing Shares") in the Company at a price of 37.5 pence per share, with new and existing institutional investors. Pursuant to the Placing, the Company has conditionally raised gross proceeds of approximately £7,187,500.  The Placing Price represents a discount of approximately 9.6 per cent. to the price of 41.5 pence per existing Ordinary Share, being the closing price for the preceding business day prior to this announcement.

Cantor Fitzgerald Europe and WG Partners acted as joint bookrunners in connection with the Placing.

The Placing comprises of 5,999,999 Firm Placing Shares and 13,166,668 Conditional Placing Shares.  The Placing Shares are not subject to clawback and are not part of the Open Offer. The Placing is not underwritten.

Application has been made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares, will commence at 8.00 a.m. on 15 February 2017.The Firm Placing Shares will be credited as fully paid and rank pari passu with the existing Ordinary Shares. Following First Admission, the Company will have a total of 99,697,956 Ordinary Shares in issue.  This figure may be used by shareholders 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 Company, under the Disclosure and Transparency Rules.

Posting of Circular

Further to the Placing Announcement, the Company is pleased to announce that it will today post a Circular to Qualifying Shareholders regarding an Open Offer to raise up to approximately £2.93 million (before expenses) and setting out further details of the Placing and Subscription. The Circular will also be made available on the Company's website later today at www.redxpharma.com. The Circular also contains a Notice of General Meeting, which is being convened for 10.00 a.m. on 28 February 2017, as the issue of the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares are conditional, inter alia, on the passing by Shareholders of certain resolutions.

Application will also be made to the London Stock Exchange plc for the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares to be admitted to trading on AIM ("Second Admission"). It is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares, the Subscription Shares, the Value Payment Shares and the Open Offer Shares will commence at 8.00 a.m. on 1 March 2017 (being the business day following the General Meeting).

Details of the Open Offer are set out in the Circular.

Prior to publication, certain information contained within this announcement was deemed to constitute   inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon publication of this announcement, this information is now considered to be in the public domain.

Neil Murray, CEO of Redx Pharma plc, said:

"Redx has made tremendous progress since its IPO two years ago and 2017 should be a pivotal year as we transition to a clinical stage company.

"We expect our Porcupine inhibitor, RXC004, to commence first-in-human trials within the next few months.  This compound shows exciting potential as a monotherapy for difficult to treat cancers, such as pancreatic, biliary and gastric cancer, and also as a combination therapy with Checkpoint inhibitors, which use the body's immune system to attack tumours.

"We are preparing our BTK inhibitor, RXC005, for first-in-human clinical trials by the end of the year.  This drug candidate has the potential to transform the treatment of patients with chronic lymphocytic leukaemia, the most common form of adult leukaemia.

"The new funds we are raising will support the ongoing progress of these important assets as well as the rest of our pipeline and we remain very positive about Redx's prospects."

For further information, please contact:

Redx Pharma Plc
Neil Murray, Chief Executive	T: [phone]
Karl Hård, Head of Investor Relations & Corporate Communications	T: [phone]
Cantor Fitzgerald Europe (Nomad & Joint Broker)	T: [phone]
Phil Davies / Michael Reynolds
WG Partners LLP (Joint Broker)	T: [phone]
Claes Spång / Chris Lee / David Wilson

About Redx Pharma Plc

Company website: redxpharma.com

Redx is focused on the discovery and development of proprietary, small molecule therapeutics to address areas of high, unmet medical need, principally in cancer, infection and immunology, providing a pipeline of assets to larger and emerging companies. By improving the characteristics of existing drug classes to create highly differentiated, novel, best-in-class drugs, Redx has already established a broad portfolio of proprietary drug programs.

 

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