Result of Placing
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Avacta Group plc (AIM: AVCT), a life sciences company developing innovative, targeted oncology drugs and diagnostics, is pleased to announce that, further to its announcement on 28 February 2024, the Company has successfully placed 51,269,609 Placing Shares at the Offer Price of 50 pence per Placing Share with new and existing investors, including a number of high quality institutions and a European specialist healthcare fund. In light of the strong demand received both from existing investors and potential new holders, the Board has decided to increase the size of the Placing from approximately £20 million to £25.7 million.
Concurrently with the Placing, certain Directors of the Company have subscribed for, in aggregate, 130,000 Direct Subscription Shares pursuant to the Direct Subscription at the Offer Price.
The Placing Shares and Direct Subscription Shares represent, in aggregate, approximately 17.8% per cent. of the issued share capital of the Company immediately prior to the announcement of the Placing.
Stifel Nicolaus Europe Limited ("Stifel"), Peel Hunt LLP ("Peel Hunt") and Turner Pope Investments (TPI) Limited ("Turner Pope" and, together with Stifel and Peel Hunt, the "Joint Bookrunners") acted as joint bookrunners in respect of the Placing. Beech Hill Securities, Inc. ("Beech Hill") acted as US placing agent.
The New Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then existing Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.
As announced on 28 February 2024, the Company is also undertaking a REX Offer, which is expected to close for applications at or around 11.00 a.m. on 4 March 2024 (although, eligible investors should note that financial intermediaries may have earlier closing times.). The results of the REX Offer are expected to be announced on or around 4 March 2024.
27,390,485 Firm Placing Shares and 130,000 Direct Subscription Shares will be issued and allotted under the Company's existing share capital authorities. 23,879,124 Conditional Placing Shares and any REX Offer Shares that are subscribed for will be issued and allotted conditional on shareholder approval at the General Meeting at 11.00 a.m. on 18 March 2024. The Company expects to post the circular, including the notice of General Meeting later today or tomorrow.
Application has been made to the London Stock Exchange for admission of the New Shares. It is expected that admission of the Firm Placing Shares and Direct Subscription Shares will become effective at or around 8.00 a.m. on 4 March 2024 or such later time and date (being not later than 8.00 a.m. on 11 March 2024) and admission of the Conditional Placing Shares and such number of REX Offer Shares as are subscribed for will become effective at or around 8.00 a.m. on 19 March 2024 or such later time and date (being not later than 8.00 a.m. on 26 March 2024), in each case as the Bookrunners and the Company may agree.
Alastair Smith, Chief Executive Officer of Avacta Group plc, commented:
| "Under very challenging market conditions we have raised financing that allows Avacta to progress at full speed its lead pre | CISION™ targeted chemotherapy, AVA6000, into the expansion and Phase 2 efficacy studies. The emerging clinical data from the Phase 1 safety study strongly supports our belief that pre | CISION™ can change the way in which cancer is treated and we are pleased that we are now in a position to also progress the broader pre | CISION™ pipeline. |
"Critically, this financing provides Avacta with 24 months of cash runway to focus on advancing AVA6000 through the clinic, as well as progressing other assets earlier in the development cycle to hit key commercial milestones."
Related Party Transactions
As referred to above, certain Directors of the Company, being Eliot Forster (Chairman), Alastair Smith (CEO), Christina Coughlin (Head of Research & Development) and Shaun Chilton (Non-Executive Director) have conditionally agreed to subscribe for an aggregate of 130,000 Direct Subscription Shares in the Direct Subscription at the Offer Price (the "Directors' Related Party Transaction").
The number of Direct Subscription Shares subscribed for pursuant to the Direct Subscription and the resulting shareholdings immediately following completion of the Fundraise (excluding the REX Offer) are set out below:
| At the date of this announcement | Immediately following completion of the Placing | ||||
|---|---|---|---|---|---|
| Name | Number of existing Shares | Percentage of existing Shares | Number of Direct Subscription Shares subscribed for* | Number of Shares held | Percentage of enlarged issued share capital* |
| Eliot Forster | 169,593 | 0.06% | 20,000 | 189,593 | 0.06% |
| Alastair Smith | 431,100 | 0.15% | 20,000 | 451,100 | 0.13% |
| Christina Coughlin | - | - | 50,000 | 50,000 | 0.01% |
| Shaun Chilton | - | - | 40,000 | 40,000 | 0.01% |
* These numbers and percentages are calculated assuming that the Placing and the Direct Subscription complete but do not include the potential additional Shares that may be issued under the REX Offer which will be determined in due course. They also assume no other Shares are issued before completion of the Placing (being Second Admission).
Participation in the Direct Subscription will constitute related party transactions for the purposes of the AIM Rules. Tony Gardiner, Trevor Nicholls, Paul Fry and Mark Goldberg, being the independent Directors for the purpose of the Direct Subscription, having consulted with the Company's nominated adviser, Stifel, consider that the terms of the Directors' Related Party Transaction are fair and reasonable insofar as Shareholders are concerned.
Total Voting Rights
Following First Admission, the Company's enlarged issued ordinary share capital will be 315,736,207. 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
A further announcement will be made in relation to total voting rights in the Company's share capital following the completion of the Conditional Placing and REX Offer.
Capitalised terms used but not otherwise defined in the text of this announcement shall have the meaning given to them in the Company's announcement on 28 February 2024.
| The pre | CISION™ platform modifies chemotherapy to be activated only in the tumour tissue, reducing systemic exposure and toxicity. This is achieved by harnessing an enzyme called FAP which is highly upregulated in most solid tumours compared with healthy tissues, turning chemotherapy into a "precision medicine". The lead pre | CISION™ programme, AVA6000 a tumour activated form of doxorubicin, is in Phase 1 studies and has shown improvement in safety compared with standard doxorubicin, and early signs of clinical activity. |
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| a) | Name | Eliot Forster |
| 2 | Reason for the notification | |
| a) | Position/status | Chairman |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Avacta Group plc |
| b) | LEI | 2138009U3EG31OPMGH36 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each |
| Identification code | ISIN: GB00BYYW9G87 | |
| b) | Nature of the transaction | Purchase of ordinary shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.50 | 20,000 | |
| d) | Aggregated information | N/A single transaction |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 29 February 2024 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Alastair Smith |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Avacta Group plc |
| b) | LEI | 2138009U3EG31OPMGH36 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each |
| Identification code | ISIN: GB00BYYW9G87 | |
| b) | Nature of the transaction | Purchase of ordinary shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.50 | 20,000 | |
| d) | Aggregated information | N/A single transaction |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 29 February 2024 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Christina Coughlin |
| 2 | Reason for the notification | |
| a) | Position/status | Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Avacta Group plc |
| b) | LEI | 2138009U3EG31OPMGH36 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each |
| Identification code | ISIN: GB00BYYW9G87 | |
| b) | Nature of the transaction | Purchase of ordinary shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.50 | 50,000 | |
| d) | Aggregated information | N/A single transaction |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 29 February 2024 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Shaun Chilton |
| 2 | Reason for the notification | |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Avacta Group plc |
| b) | LEI | 2138009U3EG31OPMGH36 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each |
| Identification code | ISIN: GB00BYYW9G87 | |
| b) | Nature of the transaction | Purchase of ordinary shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.50 | 40,000 | |
| d) | Aggregated information | N/A single transaction |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 29 February 2024 |
| f) | Place of the transaction | Outside of a trading venue |
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