Result of Placing & Issue of Equity

Oncimmune Holdings PLC

18 October 2024

 

For immediate release

THIS ANNOUNCEMENT, INCLUDING 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, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF ONCIMMUNE HOLDINGS PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO 596/ 2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 7:47 A.M. ON 18 OCTOBER 2024.

Oncimmune Holdings plc

("Oncimmune" or the "Company")

Result of Placing & Issue of Equity

Oncimmune Holdings plc (AIM: ONC.L), a leading autoantibody profiling company providing research services to the pharmaceutical and biotechnology industry to enable the delivery of precision medicine is pleased to announce that further to the Company's announcement released at 7.47 a.m. this morning (the "Launch Announcement"), the ABB has closed and the Company has conditionally raised gross proceeds of approximately £2.15 million, through the successful Placing of 12,000,00 Placing Shares (comprising 5,500,000 Firm Placing Shares and 6,500,000 Conditional Placing Shares) as well as a Subscription of a minimum of 2,333,333 new Ordinary Shares at the Issue Price of 15 pence per Ordinary Share.

In addition to the Placing and Subscription, the Company is providing its retail shareholder base with the opportunity to subscribe for an aggregate of up to 2,000,000 Retail Offer Shares at the Issue Price, to raise up to £0.3 million.

The Firm Placing and Firm Subscription are not conditional on the passing of the Resolutions at the General Meeting though are conditional on First Admission and upon the Placing Agreement not being terminated prior to First Admission. It is expected that First Admission will occur, and that dealings in the Firm Placing Shares and Firm Subscription Shares will become effective on 23 October 2024.

The Conditional Placing, Conditional Subscription and Retail Offer are conditional upon, inter alia, the passing of the Resolutions at the General Meeting, Second Admission and upon the Placing Agreement becoming unconditional in all respects.  It is expected that Second Admission will occur, and that dealings in the Conditional Placing Shares, Conditional Subscription Shares, Conversion Shares and the Retail Offer Shares will become effective on 11 November 2024.

No part of the Placing or Subscription is conditional on the Retail Offer proceeding or on any minimum take-up under the Retail Offer.

General Meeting and Shareholder Approval

In order to obtain the necessary shareholder approval, a General Meeting is to be held at the offices of Cavendish Financial Plc, 1 Bartholomew Close, London EC1A 7BL at 11.00 a.m. on 8 November 2024 at which the Resolutions will be proposed. A Circular containing a notice of General Meeting is expected to be sent to shareholders on or around 22 October 2024. The shareholder Circular and notice of General Meeting will be made available on the Company's website at https://www.oncimmune.com/investors/documents/.

Admission, settlement and dealings

Application has been made for admission of the 5,500,000 Firm Placing Shares and 500,000 Firm Subscription Shares to be admitted to trading on AIM. First Admission is expected to take place at 8.00 a.m. on 23 October 2024. Following First Admission, the Company will have 80,142,147 Ordinary Shares in issue carrying voting rights. 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 of their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Following closing of the Retail Offer, the Company will make an application for the Conditional Placing Shares, Conditional Subscription Shares, Conversion Shares and the Retail Offer Shares to be admitted to trading on AIM on Second Admission, which is expected to occur on 11 November 2024. A further announcement will be made in due course.

For further information:

Oncimmune Holdings plc

[e-mail]

Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)

Geoff Nash, Callum Davidson, Trisyia Jamaludin (Corporate Finance) 

Nigel Birks (Life Science Specialist Sales)

Ondraya Swanson (ECM)

[phone]

Zeus (Joint Broker)

Dominic King, Dan Bate

[phone]

 

END