Placing and Notice of General Meeting

RNS Number : 5198W

Evgen Pharma PLC

17 April 2019

 

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, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

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 EVGEN PHARMA PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA 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 NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN 

Evgen Pharma plc

("Evgen Pharma" or "the Company")

Placing to raise up to £5 million

and

Notice of General Meeting

Evgen Pharma (AIM: EVG), a clinical stage drug development company focused on the treatment of cancer and neurological conditions, today announces that it has raised up to £5m through an oversubscribed placing (the "Placing") of up to 33,333,329 new ordinary shares of 0.25 pence each in the capital of the Company ("Ordinary Shares") at a price of 15 pence per Ordinary Share (the "Issue Price").

This comprises an unconditional placing of 13,057,489 new Ordinary Shares at the Issue Price and a further conditional placing of up to 20,275,840 new Ordinary Shares at the Issue Price, which is subject to shareholder approval at a General Meeting.  

finnCap Ltd and WG Partners LLP acted as joint bookrunners to the Company (the "Bookrunners").

Highlights

·     The Placing will raise gross proceeds of up to £5 million at the Issue Price;

·     The Placing uses a mix of both the Company's existing shareholder authorities to issue new Ordinary Shares on a non pre-emptive basis, and additional shareholder authorities to be sought at a general meeting of the Company's shareholders ("General Meeting"), details of which are within this announcement;

·     The Company will use the net funds arising from the Placing to strengthen the balance sheet for future partnering, developing product formulation for use in STEM II and other investigator-led clinical studies, and conducting further toxicology studies that will remove current restrictions on the duration of clinical trial treatment phases.

·     the first tranche of 13,057,489 Ordinary Shares ("First Tranche Shares") to be admitted to trading on the AIM market of London Stock Exchange plc ("AIM") on 18 April 2019;

·     the second tranche of up to 20,275,840 Ordinary Shares ("Second Tranche Shares") is expected to be admitted to trading on 9 May 2019, although this is conditional on the passing of resolutions (the "Resolutions") to be put to shareholders at the General Meeting.     The Second Tranche Shares includes £1m to be subscribed for by a new tax efficient investor.  The Company has received EIS Advanced Assurance on prior share issues and has applied for confirmation from HMRC that the Placing Shares will qualify for EIS relief.   In the unlikely event that the HMRC declines the application for Advanced Assurance prior to Second Admission, this investor reserves the right to withdraw their subscription. 

·     General Meeting to be held at the offices of finnCap Limited at 60 New Broad Street, London EC2M 1JJ at 10.00 a.m. on 8 May 2019.

Commenting on the Placing, Stephen Franklin, CEO of Evgen Pharma, said:

"We are very pleased to have raised these additional funds from both new and existing shareholders in this oversubscribed placing.  The funds strengthen the Company's balance sheet following the recent announcement of the successful final read-out of our Phase II STEM clinical trial in breast cancer and ahead of the final read-out of our Phase II SAS clinical trial in subarachnoid haemorrhage. The additional funds will enable us to further progress our development work whilst also supporting business development and out-licensing activities."

Details of the Placing

finnCap Ltd ("finnCap") acted as nominated adviser and joint broker and bookrunner in connection with the Placing. WG Partners LLP ("WG Partners") acted as joint broker and bookrunner in connection with the Placing.  No part of the Placing is underwritten.

The Placing of the First Tranche Shares is conditional upon admission of the First Tranche Shares to trading on AIM becoming effective ("First Admission") and the placing agreement between the Company and the Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms.

The Placing of the Second Tranche Shares is conditional upon First Admission, the passing of the Resolutions, admission of the Second Tranche Shares to trading on AIM becoming effective ("Second Admission") and the Placing Agreement not being terminated in accordance with its terms

The Placing Shares, when issued, will represent approximately 25.2 per cent. of the Company's issued share capital prior to the proposed Placing. The Placing Price of 15 pence per new Ordinary Share represents a discount of approximately 7.3 per cent. to the closing mid-market price of 16.25 pence per Ordinary Share on 16 April 2019, being the last trading day immediately preceding the date of this Announcement.

The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of their admission to trading on AIM.

General Meeting and Shareholder Approval

For the Second Tranche Shares to be admitted to trading on AIM, Shareholder approval is required:

a)    By way of ordinary resolution to give the Directors authority to allot the Second Tranche Shares; and

b)    By way of a special resolution to dis-apply statutory pre-emption rights in respect thereof.

The Company will also seek shareholder approval to top up its general shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis.

In order to obtain the necessary shareholder approval, a General Meeting of the Company is to be held at the offices of finnCap Limited at 60 New Broad Street, London EC2M 1JJ at 10.00 a.m. on 8 May 2019 at which the Resolutions will be proposed. A circular containing a notice of General Meeting will be sent to shareholders on 18 April 2019. The shareholder circular and notice of General Meeting will be made available on the company's website at www.evgen.com.

Expected Timetable of Principal Events

Trade Date in respect of the First Tranche of the Placing	17 April 2019
Payment Date in respect of the First Tranche of the Placing	17 April 2019
Settlement Date in respect of the First Tranche of the Placing	18 April 2019
Expected date for Admission and commencement of dealings in the First Tranche Shares on AIM	18 April 2019
Publication and posting of the Circular and the Forms of Proxy	18 April 2019
Latest time and date for receipt of Forms of Proxy, CREST proxy instructions and registration of online votes from Shareholders for the General Meeting	10.00 a.m. on 3 May 2019
General Meeting	10:00 a.m. on 8 May 2019
Trade Date in respect of the Second Tranche of the Placing	7 May 2019
Payment Date in respect of the Second Tranche of the Placing	8 May 2019
Settlement Date in respect of the Second Tranche of the Placing	9 May 2019
Expected date for Admission and commencement of dealings in the Second Tranche Shares on AIM	9 May 2019

On Admission of the First Tranche Shares, the Company's issued share capital will comprise of 112,048,823 Ordinary Shares, with no Ordinary Shares held in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 112,048,823. This figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

Evgen Pharma plc Dr Stephen Franklin, CEO Richard Moulson, CFO www.evgen.com	c/o [phone]
finnCap Geoff Nash, Teddy Whiley (Corporate Finance) Alice Lane, Manasa Patil (ECM) www.finncap.com	[phone]
WG Partners LLP Nigel Barnes, Claes Spång	[phone]
Buchanan Mark Court, Sophie Wills, Tilly Abraham [e-mail]	[phone]

Notes for editors:

About Evgen Pharma plc

Evgen Pharma is a clinical stage drug development company whose lead programmes are in breast cancer and subarachnoid haemorrhage, a type of stroke.  The Company's core technology is Sulforadex®, a method for synthesising and stabilising the naturally occurring compound sulforaphane and novel proprietary analogues based on sulforaphane.  The lead product, SFX-01, is a patented composition of synthetic sulforaphane and alpha-cyclodextrin. 

The Group commenced operations in January 2008 and has its headquarters at The Colony, Wilmslow, Cheshire, and its registered office is at the Liverpool Science Park, Liverpool.  It joined the AIM market of the London Stock Exchange in October 2015 and trades under the ticker symbol EVG. 

For further information, please visit: www.evgen.com

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this announcement. No statement in this announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

Important Information

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive 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 apply.

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 for 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 offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. 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 Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

The Bookrunners are authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing, and the Bookrunners will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to 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 Bookrunners or by any of their respective affiliates or agents 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.

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.

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 (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 retail investors and investors who meet the criteria of professional clients and 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 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.

 

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