Open Offer
5 March 2010
Scancell Holdings Plc
(the "Company")
Open Offer of 5,137,775 New Ordinary Shares
at 45 pence per share to raise £2.31 million
Scancell Holdings Plc, (PLUS:SCLP), the developer of therapeutic cancer
vaccines, today announces an Open Offer of 5,137,775 New Ordinary Shares at a
price of 45 pence per New Ordinary Share to raise approximately £2.31 million,
before expenses, to fund the working capital requirements of the Company. The
Directors believe that the net proceeds of the Open Offer, together with the
existing funds and facilities available to the Company, will be sufficient to
allow completion of the Phase I and Phase IIa Clinical Trial of Scancell's lead
melanoma vaccine, SC1B1, with completion expected in 2012.
An Open Offer Document containing details of the Open Offer is being posted to
shareholders later today and will be available on the Company's website,
www.scancell.co.uk.
Highlights
* The Open Offer provides an opportunity for all Qualifying Shareholders to
participate in the fundraising by acquiring Open Offer Shares pro rata to
their current holdings of Existing Ordinary Shares on the basis of 1 Open
Offer Share for every 2 Existing Ordinary Shares held on the Record Date.
* The Issue Price of 45 pence per New Ordinary Share represents a 10.89 per
cent. discount to the closing middle market price of 50.5 pence per
Existing Ordinary Share on 4 March 2010, the last business day before the
announcement of the Open Offer.
* The Open Offer is underwritten.
David Evans, Chairman of Scancell Holdings plc, commented:
"We are pleased to be able to offer existing shareholders the opportunity to
participate in this fully underwritten fundraising.
The net proceeds of the Open Offer, together with the existing funds held by or
available to the Group, will be used to build on the progress achieved since
the Company's admission to PLUS and will be sufficient to allow completion of
the Phase I and Phase IIa Clinical Trial of Scancell's lead melanoma vaccine,
SC1B1."
The Directors of the issuer accept responsibility for this announcement.
-ENDS-
For Further Information:
Professor Lindy Durrant Scancell Holdings Plc + 44 207 245 1100
Kirsty Corcoran/John Bick Hansard Communications + 44 207 245 1100
Ross Andrews / Tom Rowley Zeus Capital + 44 161 831 1512
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2010
Record Date for the Open Offer close of business on 3
March
Announcement of the Open Offer 5 March
Posting of the Open Offer document and the 5 March
Application Forms
Latest time and date for splitting Application 3.00 p.m. on 24 March
Forms (to satisfy bona fide Market Claims only)
Latest time and date for receipt of completed 1.00 p.m. on 26 March
Application Forms and payment in full under the
Open Offer
Expected time and date of announcement of results 7.00 a.m. on 29 March
of the Open Offer
Admission and dealings in the New Ordinary Shares 8.00 a.m. on 30 March
commence
Open Offer of 5,137,775 New Ordinary Shares
at 45 pence per share to raise £2.31 million
1. Introduction
The Company is pleased to announce an Open Offer of 5,137,775 New Ordinary
Shares at a price of 45 pence per New Ordinary Share to raise approximately £
2.31 million, before expenses, to fund the working capital requirements of the
Company. The Directors believe that the net proceeds of the Open Offer,
together with the existing funds and facilities available to the Group, will be
sufficient to allow completion of the Phase I/IIa Clinical Trial of the
Company's lead melanoma vaccine, SC1B1, with completion expected in 2012.
The Company has received irrevocable undertakings from certain Shareholders not
to take up Open Offer Entitlements under the Open Offer in respect of 333,333
Open Offer Shares which have been placed with private investors at the Issue
Price. In addition, the Company has entered into an underwriting agreement with
David Evans, the Company's Chairman, and three institutional investors, Hygea
VCT plc, Helium Special Situations Fund Limited and Calculus Capital Limited
pursuant to which they have underwritten the remaining 4,804,442 New Ordinary
shares to be issued under the Open Offer at the Issue Price.
The Board has elected to raise funds via an Open Offer in order to allow all of
the Company's existing Shareholders the opportunity to participate in the
fundraising. The Issue Price of 45 pence per New Ordinary Share represents a
10.89 per cent. discount to the closing middle market price of 50.5 pence per
Existing Ordinary Share on 4 March 2010, the last Business Day before the
announcement of the Open Offer. Shareholders may subscribe for Open Offer
Shares on the basis of 1 Open Offer Share for every 2 Existing Ordinary Shares
held on the Record Date. Shareholders subscribing for their full entitlement
under the Open Offer may also request additional New Ordinary Shares through
the Excess Application Facility.
2. Information on the Company
Background on the Company
Scancell is a biopharmaceutical company focussed on the cancer therapeutics
market and is developing a pipeline of DNA vaccines for the treatment of cancer
based on its patented ImmunoBody® platform, which has the potential to overcome
many of the limitations of conventional approaches to the development of cancer
vaccines. Scancell was a spin-out from the University of Nottingham and was
listed on PLUS in September 2008, raising approximately £1.5 million.
The Directors intend to take the Company's lead melanoma vaccine, SCIB1,
through a Phase I/IIa clinical trial, which is expected to start in the second
quarter of 2010 with completion in 2012. The Directors believe that a positive
outcome would enable the Company to position itself for a trade sale to one of
the leading pharmaceutical or biotechnology companies operating in the oncology
market. The Directors also expect the ImmunoBody® approach to be applicable to
the development of therapeutic vaccines targeting infectious diseases.
The market
New approaches to cancer vaccines are being sought by the major pharmaceutical
companies to overcome the limitations of existing technologies. For example, in
2006, Pfizer Inc. ("Pfizer") acquired PowderMed Limited, a developer of early
stage DNA vaccines and 'gene gun' delivery technology as part of a major
strategic move into the development and commercialisation of DNA vaccines. In
2008, Pfizer also agreed to pay Avant Immunotherapeutics Inc. ("Avant") US$40
million in cash and make a US$10 million equity investment in exchange for
worldwide rights to CDX-110, a therapeutic vaccine for brain cancer, then
undergoing Phase II clinical trials. In addition to the combined US$50 million
upfront investment, Avant will be eligible to receive milestone payments of up
to US$390 million tied to the successful development and approval of CDX-110.
More recently, the US stock market valuation of US based Dendreon Corporation
("Dendreon") has soared to over US$3.25 billion following positive Phase III
results with Provenge, a therapeutic vaccine for prostate cancer. Dendreon
announced in November 2009 that it had completed the submission of a Biologics
License Application (BLA) for Provenge® to the U.S. Food and Drug
Administration ("FDA"). If approved, Provenge would represent the first
targeted therapeutic cancer vaccine to be approved by the FDA.
ImmunoBody® Platform
Scancell's core technology is the ImmunoBody® Platform. Its patent-protected
ImmunoBody® vaccines overcome the current limitations of most cancer vaccines
by generating the high-avidity T-cells that kill cancer cells. The Immunobody®
platform technology can be adapted to provide the basis for treating any tumour
type. It may also be utilised in the development of vaccines against chronic
infectious diseases.
Scancell has secured a licensing agreement with Merck KGaA ("Merck"), for two
key patents required for the further development and commercialisation of
ImmunoBody® vaccines. Under the agreement, Scancell has non-exclusive worldwide
rights to use the two patents to further develop and commercialise ImmunoBody®
vaccines in all therapeutic areas in both humans and animals. Scancell has also
granted Merck an option to negotiate an exclusive license under Scancell's
ImmunoBody® platform technology for up to five Merck target products.
In addition, a research agreement has been signed with Canadian vaccine
development company ImmunoVaccine Technologies Inc. ("IVT"), to explore using
IVT's DepoVax™ delivery system for Scancell's novel ImmunoBody® DNA vaccines.
DepoVaxâ„¢ has the potential to be a more practical delivery method for
Scancell's future ImmunoBody® DNA infectious disease and animal health vaccines
for which alternative delivery methods such as electroporation may be less
suitable.
SCIB1
Scancell's lead ImmunoBody® product, SCIB1, is a melanoma vaccine that has
repeatedly shown good anti-tumour effects in animal studies. Scancell secured a
deal with Cobra Biomanufacturing Plc for the manufacture of its SCIB1 vaccine
in January 2009, enabling it to meet its target of completing Good
Manufacturing Practice ("GMP") manufacture of SCIB1 in the fourth quarter of
2009.
Scancell has also signed a License and Supply Agreement with Ichor Medical
Systems Inc. ("Ichor") under which it is licensed to use Ichor's TriGridâ„¢
electroporation device for the development, manufacture and commercialisation
of Scancell's vaccines delivered by Ichor's device. In vivo electroporation is
regarded as an effective method of enhancing the potency of DNA vaccines by up
to 100 fold compared to conventional methods of delivery. The Directors are
confident that TriGridâ„¢ will provide an effective delivery system for its SCIB1
melanoma vaccine as it enters clinical trials. Scancell also has the option to
license TriGridâ„¢ for commercial use on payment of certain undisclosed
milestones and royalties.
As part consideration for its grant of this licence, Ichor was granted an
option to subscribe for ordinary shares in the capital of the Company if
Scancell achieves certain milestones in its development of SCIB1. If all
milestones are achieved Ichor's options would relate in total to shares
representing, upon issue, five per cent. of the Company's Enlarged Share
Capital on a fully diluted basis.
Scancell is also close to signing an agreement with the US Public Health
Service for non-exclusive licenses to patents related to the melanoma antigens
TRP-2 and gp100. Under the terms of these agreements Scancell will have the
right to develop and commercialise ImmunoBody® vaccines incorporating epitopes
from these targets for the treatment of melanoma in both humans and animals.
A proposal to conduct the Phase I trial was submitted to the GTAC (Gene Therapy
Advisory Committee) on 29 December 2009 and a CTA (Clinical Trial Application)
for SCIB1 and the electroporation delivery device was submitted to the
appropriate MHRA divisions in January 2010, thereby enabling the Phase I
clinical trial to remain on track to start in Q2 2010.
SCIB2
Scancell's second ImmunoBody® product, SCIB2, will be another DNA cancer
vaccine. Scancell has produced and tested a range of potential candidates from
which SCIB2 will be selected and tested to the animal proof of principle stage.
3. Background to and reasons for the Open Offer
The £1.5m funding secured in conjunction with the PLUS listing in 2008 was
raised to complete the necessary development work for the submission of an
application to conduct a Phase I/II clinical trial in the UK in early 2010. The
Company successfully completed this demanding programme - which included GMP
manufacture, formulation and filling, toxicology studies, assay development,
clinical trial design, access to electroporation delivery devices and the
appointment of a world ranking CRO.
The Company is now seeking to raise further monies, by way of an Open Offer, to
fund the working capital requirements of the Group. The Directors believe that
the net proceeds of the Open Offer, together with the existing funds held by or
available to the Group, will be sufficient to allow completion of the Phase I/
II Clinical Trial upon Scancell's lead melanoma vaccine, SC1B1, with completion
expected in 2012.
There has been strong interest in the fund raising and the Company is
continuing to hold discussions with a government backed fund which may result
in approximately £200,000 of additional funds being raised. The Company will
make a further announcement when these discussions have been finalised. It is
intended that any shares issued in respect of such a fundraising would be
placed under the disapplication of the statutory pre-emption rights granted at
the last annual general meeting of the Company and would not be offered
pre-emptively to Shareholders.
4. Interim Results
The interim results for the Company for the period ended 31 October 2009 were
announced by the Company on 29 January 2010. A summary of the results is set
out in the table below:
Unaudited six Unaudited six Year ended 30
months to 31 months to 31 April 2009
October 2009 October 2008
£ £ £
Turnover - - -
Cost of sales ( 425,178) (129,158) (713,278)
Gross Loss (425,178) (129,158) (713,278)
Administrative expenses (242,373) (134,771) (401,579)
Other operating income 37,763 - 212,631
Operating Loss (629,788) (263,929) (902,226)
Interest receivable and 1,782 23,978 57,282
similar income
Loss on ordinary activities (628,006) (239,951) (844,944)
before tax
Tax on loss on ordinary (33,876) (21,825) (184,913)
activities
Loss for the financial period (594,130) (218,126) (660,031)
after tax
Basic loss per share (pence) (5.78) (2.67) (7.17)
attributable to equity
shareholders
A copy of the full interim report for the period ended 31 October 2009 is
available on the Company's website at www.scancell.co.uk.
5. Current Trading and Prospects
Scancell is on course in its development of SCIB1, and will seek to continue
its progress in line with the original plans as set out in the admission
document when listing on PLUS in 2008. With the funds to be raised pursuant to
the Open Offer, the Board is confident that this will be achieved.
With the funding in place, the Company will be able to bring SCIB1 through its
initial clinical phases and the Board remains confident that that it can create
significant value for shareholders based on the clinical data generated.
6. Details of the Open Offer
6.1 Structure
The Directors have given consideration as to the best way to structure the
proposed equity fundraising, having regard to current market conditions, the
composition of the Company's Shareholder register, the level of the Company's
share price and the importance of pre-emption rights to Shareholders. After
considering these factors, the Directors have concluded that the structure of
the fundraising by way of an Open Offer is the most suitable option available
to the Company and its Shareholders as a whole.
The Open Offer provides an opportunity for all Qualifying Shareholders to
participate in the fundraising by acquiring Open Offer Shares pro rata to their
current holdings of Existing Ordinary Shares. The Excess Application Facility
will enable Shareholders to apply for more than their pro rata entitlement
under the Open Offer. The Issue Price of 45 pence per New Ordinary Share
represents a 10.89 per cent. discount to the closing middle market price of
50.5 pence per Existing Ordinary Share on 4 March 2010, the last business day
before the announcement of the Open Offer.
6.2 Principal terms of the Open Offer
Subject to the fulfilment of the conditions set out below and in Part III of
this document, Qualifying Shareholders are being given the opportunity to
subscribe for the Open Offer Shares at a price of 45 pence per Open Offer
Share, pro rata to their holdings of Existing Ordinary Shares on the Record
Date on the basis of:
1 Open Offer Share for every 2 Existing Ordinary Shares
Application by Qualifying Shareholders will be satisfied in full up to their
Open Offer Entitlements. Under the Excess Application Facility, Qualifying
Shareholders may apply for additional Open Offer Shares in excess of their Open
Offer Entitlements. Applications made under the Excess Application Facility
will be scaled back, pro rata to the number of Excess Shares applied for by
Qualifying Shareholders under the Excess Application Facility, if applications
are received from Qualifying Shareholders under the Open Offer for more than
the available number of Open Offer Shares as provided in paragraph 6.3 below.
The Company has received irrevocable undertakings from certain Shareholders not
to take up Open Offer Entitlements under the Open Offer in respect of 333,333
Open Offer Shares, which have been placed with private investors at the Issue
Price. These shares are not available to satisfy applications under the Excess
Application Facility.
In addition, the remaining 4,804,442 Open Offer Shares being offered to
Qualifying Shareholders have been underwritten by the Underwriters.
The Open Offer Shares will, upon issue, rank pari passu with the Existing
Ordinary Shares. Fractions of Open Offer Shares will not be allotted, each
Qualifying Shareholder's entitlement under the Open Offer being rounded down to
the nearest whole number. The fractional entitlements will be aggregated and
will be subscribed for by the Underwriters with the proceeds being retained for
the benefit of the Company.
Qualifying Shareholders should be aware that under the Open Offer, any Open
Offer Shares which are not subscribed for will not be sold in the market or
placed for the benefit of Qualifying Shareholders who do not apply under the
Open Offer, but will be subscribed for by the Underwriters for the benefit of
the Company.
6.3 Excess Application Facility
The Excess Application Facility will enable Qualifying Shareholders, provided
they take up their Open Offer Entitlement in full, to apply for Excess Open
Offer Entitlements, subject to availability.
Applications for Excess Open Offer Entitlements will be satisfied only if and
to the extent that corresponding applications by other Qualifying Shareholders
are not made or are made for less than their basic Open Offer Entitlements. If
applications under the Excess Application Facility are received for more than
the total number of Open Offer Shares available following take up of Open Offer
Entitlements, such applications will be scaled back pro rata to the number of
Excess Shares applied for by Qualifying Shareholders under the Excess
Application Facility. The 333,333 Open Offer Shares which are the subject of
the undertakings by Shareholders not to take up the Open Offer and have been
placed with private investors will not be available for this purpose; only such
of the remaining 4,804,442 Open Offer Shares not applied for by Shareholders as
part of their Open Offer Entitlements will be available to satisfy applications
under the Excess Application Facility.
7. Underwriting Agreement
Under the terms of the Underwriting Agreement the Underwriters have agreed that
they will subscribe for all of the Open Offer Shares that are not subscribed
and paid for by Qualifying Shareholders pursuant to the Open Offer, excluding
those Open Offer Shares which have been placed with the Placees. Each
Underwriter's commitment is only for his part of the underwriting and they are
not responsible for each other's commitments. Open Offer Shares subscribed for
by an Underwriter under the Open Offer will to that extent satisfy his
underwriting commitment. In consideration of the undertakings by the
Underwriters the Company will pay them an underwriting fee of £52,360 in
aggregate.
The Open Offer is conditional upon Admission becoming effective by not later
than 8.00 a.m. on 26 April 2010 (or such later time and/or date as the
Underwriters and the Company may agree, being not later than 8.00 a.m. on 7 May
2010). Accordingly, if this condition is not satisfied, or, if applicable,
waived, the Open Offer will not proceed.
The Underwriting Agreement constitutes a related party transaction under the
PLUS Rules for Issuers because David Evans, the Chairman of the Company, is
acting as one of the Underwriters. Under the terms of the Underwriting
Agreement Mr Evans has agreed to underwrite 1,013,332 Open Offer Shares that
are not subscribed and paid for by Qualifying Shareholders pursuant to the Open
Offer, excluding those Open Offer Shares which have been placed with the
Placees. Mr Evans will receive an underwriting fee of £13,680.
8. EIS and VCT Relief
The Company has received notification from HM Revenue & Customs that the New
Ordinary Shares will be eligible shares within the meaning of section 204(1)
Income Tax Act 2007 ("ITA") and that the Company will be a qualifying company
for VCT purposes. The Company has not issued any Shares in the twelve months
preceeding the date of this document upon which EIS or VCT relief could be
claimed and does not intend to issue, in the twelve months following the issue
of the New Ordinary Shares (including the 333,333 New Ordinary Shares to be
issued to the Placees), any further Shares in circumstances in which EIS or VCT
relief could be applied for in respect of them. Accordingly, the New Ordinary
Shares should be eligible for EIS and VCT relief but the availability of tax
relief will depend, inter alia, upon the investor and the Company satisfying
various qualifying conditions, normally for a period of not less than three
years from issue of the relevant shares. The Directors are mindful of these
conditions and do not intend that the Company's activities should cause them to
cease to be complied with; however, it is the Directors' intention to seek a
trade sale at a suitable stage, probably following conclusion of Phase I/IIa
clinical trials in respect of SCIB1, if it is advantageous to shareholders
generally and this may be within the three year period. The Company cannot
guarantee to conduct its activities in such a way as to maintain its status as
a qualifying EIS or VCT investment and does not guarantee that an investor will
be allowed EIS or VCT relief in respect of their investment. Investors
considering taking advantage of EIS relief or making a qualifying VCT
investment are recommended to seek their own professional advice in order that
they may fully understand how the relief legislation may apply in their
individual circumstances. In particular, in respect of VCT relief, whilst the
New Ordinary Shares may form part of a qualifying holding within Chapter 4 Part
6 of ITA, this depends, inter alia, upon the VCT's specific investment in the
Company.
Qualifying Shareholders who wish to seek EIS or VCT relief in respect of Open
Offer Shares and/or Excess Shares for which they are applying should complete
the relevant sections of the Application Form.
Under the relevant legislation, the maximum amount of subscription monies which
may be raised in any twelve month period in respect of shares issued by the
Company upon which EIS/VCT relief may be obtained is £2,000,000. EIS relief is
expected to be sought by the Placees in respect of the 333,333 New Ordinary
Shares to be issued to them at an aggregate subscription price of £150,000 and
therefore there remains £1.85 million available for New Ordinary Shares to be
issued to Qualifying Shareholders or Underwriters, which is equivalent to
4,111,111 Shares. Accordingly, if the total number of Open Offer Shares upon
which Qualifying Shareholders seek EIS or VCT relief exceeds 4,111,111 shares,
the Company will apportion the available £1.85 million amongst Qualifying
Shareholders and Underwriters as follows:
* First, to the New Ordinary Shares forming part of Qualifying Shareholders'
Open Offer Entitlements in respect of which applicant Qualifying
Shareholders stated on their Application Form that they would seek EIS or
VCT relief;
* Second, as to the remaining balance, rateably amongst Excess Shares in
respect of which applicant Qualifying Shareholders stated in their
Application Form that they would seek EIS or VCT relief and any shares
which fall to be issued to Underwriters who wish to receive EIS or VCT
relief.
In accordance with such apportionment the Company will scale back the numbers
of Excess Shares in respect of which Qualifying Shareholders stated on their
Application Form that they would seek EIS or VCT relief and applicant
Qualifying Shareholders must not seek EIS or VCT relief in respect of any New
Ordinary Shares to which such scaling back applies. Following 31 March 2010,
the Company will notify applicant Qualifying Shareholders who stated that they
would seek EIS or VCT relief of the number of New Ordinary Shares upon which
they may seek such relief.
If EIS or VCT relief is scaled back, Qualifying Shareholders may elect to
cancel their application for any Excess Shares which as a result of such
scaling back will not be eligible for EIS or VCT relief. Monies received in
relation to these Excess Shares will be returned (at the applicant's sole
risk), without payment of interest, to applicants as soon as practicable
following 31 March 2010.
Any Shareholder who is in any doubt as to his taxation position under the EIS
and VCT legislation, or who is subject to tax in a jurisdiction other than the
UK, should consult an appropriate professional adviser.
9. Directors' Intentions
The Directors intend to subscribe for a minimum of 180,000 New Ordinary Shares
in aggregate under the Open Offer representing approximately 3.50 per cent. of
the New Ordinary Shares that will be issued under the Open Offer.
DEFINITIONS
"Admission" the admission of the New Ordinary Shares to trading on
PLUS
"Applicant" a Qualifying Shareholder or a person entitled by virtue
of a bona fide Market Claim who lodges an Application
Form under the Open Offer
"Application Form" the application form which accompanies the Open Offer
Document for Qualifying Shareholders to use in connection
with the Open Offer
"Board" the board of directors of the Company from time to time
"Business Day" any day (excluding Saturdays and Sundays) on which banks
are open in London for normal banking business and Plus
Markets plc is open for trading
"certificated" or "certificated form"; not in uncertificated form
"Company" Scancell Holdings plc
"CREST" the relevant system for the paperless settlement of
trades and the holding of uncertificated securities
operated by Euroclear UK & Ireland in accordance with the
CREST Regulations
"Directors" or the directors of the Company at the date of this
"Board" announcement
"EIS" Enterprise Investment Scheme
"Enlarged Share the issued ordinary share capital of the Company
Capital" immediately following Admission
"Existing Ordinary the existing issued ordinary shares of 1 pence each in
Shares" the capital of the Company as at the date of this
document
"FSA" the Financial Services Authority in its capacity as the
competent authority for the purposes of Part VI of FSMA
and in the exercise of its functions in respect of
admission to the Official List otherwise than in
accordance with Part VI of FSMA
"Excess Application the arrangement pursuant to which Qualifying Shareholders
Facility" may apply for Open Offer Shares in excess of their Open
Offer Entitlements
"Excess Open Offer an entitlement for each Qualifying Shareholder to apply
Entitlement" to subscribe for Open Offer Shares in addition to his
basic Open Offer Entitlement pursuant to the Excess
Application Facility which is conditional on him taking
up his Open Offer Entitlement in full and which may be
subject to scaling back in accordance with the provisions
of this document
"Excess Shares" New Ordinary Shares in addition to the Open Offer
Entitlement for which Qualifying Shareholders may apply
under the Excess Application Facility
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Group" the Company and its subsidiary undertakings
"HMRC" Her Majesty's Revenue & Customs
"Issue Price" 45 pence per New Ordinary Share
"Market Claim" a bona fide market claim arising out of a sale or
transfer of Existing Ordinary Shares prior to the Record
Date
"New Ordinary Shares" the ordinary shares of 1 pence each to be issued pursuant
to the Open Offer
"Open Offer" the invitation to Qualifying Shareholders to subscribe
for Open Offer Shares at the Issue Price on the terms of
and subject to the conditions set
out or referred to in the Open Offer Document
"Open Offer the pro rata basic entitlement for Qualifying
Entitlement" Shareholders to apply to subscribe for 1 Open Offer Share
for every 2 Existing Ordinary Shares held by them on the
Record Date pursuant to the Open Offer
"Open Offer Document" the document which will be sent to Qualifying
Shareholders later today pursuant to the Open Offer
"Open Offer Shares" the 5,137,775 New Ordinary Shares for which Qualifying
Shareholders are being invited to apply under the terms
of the Open Offer
"Overseas Shareholders who are resident in, or who are citizens of,
Shareholders" or who have registered addresses in, territories other
than the United Kingdom
"Placees" the private investors who have formally undertaken to
subscribe for 333,333 New Ordinary Shares, which certain
Qualifying Shareholders have irrevocably undertaken not
to take up under the Open Offer
"PLUS" the PLUS-quoted market operated by PLUS Markets plc
"PLUS Corporate the PLUS Corporate Adviser Handbook as amended from time
Adviser Handbook" to time
"PLUS Rules for the PLUS Rules for Issuers as amended from time to time
Issuers"
"PLUS Markets plc" the operator of PLUS
"Qualifying holders of Existing Ordinary Shares on the Company's
Shareholders" register of members at the Record Date (other than
certain Overseas Shareholders)
"Record Date" close of business on 3 March 2010
"Regulatory a regulatory information service that is approved by the
Information Service" FSA and that is on the list of regulatory information
service providers maintained by
the FSA
"Scancell" Scancell Limited, company number 03234881, the Company's
wholly owned subsidiary
"Shareholders" holders of Existing Ordinary Shares
"uncertificated" or recorded on the relevant register or other record of the
"uncertificated form" share or other security concerned as being held in
uncertificated form in CREST, and title to which, by
virtue of the CREST Regulations, may be transferred by
means of CREST
"Underwriters" together, David Evans (Chairman of the Company), Hygea
VCT plc, Helium Special Situations Fund Limited and
Calculus Capital Limited
"VCT" Venture Capital Trust
"Zeus Capital" Zeus Capital Limited