Results of Placing

Oversubscribed Placing upsized to £10.6 million with significant participation from both existing and new healthcare specialist investors

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer and infectious disease, is pleased to announce the completion of a significantly oversubscribed placing as announced by the Company yesterday on 30 November 2023 (the "Launch Announcement").

A total of 96,292,367 Placing Shares have been placed by Stifel Nicolaus Europe Limited ("Stifel") and WG Partners LLP ("WG Partners") at the Issue Price of 11 pence per Ordinary Share. Concurrently with Placing, the Board Subscribers have subscribed for 727,272 Subscription Shares pursuant to the Subscription at the Issue Price.

Together, the Placing Shares and the Subscription Shares in aggregate comprise 97,019,639 new Ordinary Shares, raising total gross proceeds of approximately £10.7 million. The Issue Price represents a discount of approximately 10.2 per cent. to the middle market closing price of an Ordinary Share on 29 November 2023. The Placing Shares and the Subscription Shares together represent approximately 11.8 per cent. of the Existing Ordinary Shares.

Open Offer

The Company is also proposing to raise up to £2.0 million pursuant to the Open Offer. Subject to the completion of the Capital Raise, and assuming full take-up under the Open Offer, the Company will receive gross proceeds of approximately £12.7 million.

Professor Lindy Durrant, Chief Executive Officer, commented:

"This oversubscribed and upsized placing, led by new institutional and life science specialist investors, and our existing investors, Redmile Group and Vulpes Investment Management, further strengthens Scancell's financial position and ability to increase shareholder value, and we thank them for their support.

The funds raised today will further drive the Company's progress with its lead programmes, including SCIB1, which recently demonstrated an unprecedented objective response rate of 85% in patients with unresectable melanoma in initial data from the SCOPE study, and Modi-1 through its next clinical steps. Scancell is now positioned to realise the value of its near-term data inflection points, including the SCOPE study read out in H1 2024, as well as potential licensing opportunities across its diversified pipeline of cancer vaccines and therapeutic antibody technologies."

Related Party Transactions

Certain funds managed by Redmile Group LLC ("Redmile"), a substantial Shareholder (as defined by the AIM Rules), has subscribed for 28,242,552 Placing Shares at the Issue Price (the "Redmile Related Party Transaction"). Vulpes Life Sciences Fund ("Vulpes"), a substantial Shareholder (as defined by the AIM Rules), has subscribed for 2,181,818 Placing Shares at the Issue Price (the "Vulpes Related Party Transaction").

In addition, certain of the Directors, being Dr Jean-Michel Cosséry (Non-Executive Chairman) and Professor Lindy Durrant (Chief Executive Officer and Executive Director) have conditionally agreed to subscribe for an aggregate of 727,272 Subscription Shares in the Subscription (the "Directors' Related Party Transaction" and, together with the Redmile Related Party Transaction and the Vulpes Related Party Transaction, the "Related Party Transactions").

The number of Placing Shares subscribed for by Redmile and Vulpes pursuant to the Placing and the number of Subscription Shares subscribed for by the Board Subscribers pursuant to the Subscription, and their resulting shareholding on Second Admission, are set out below:

At the date of this announcement

* These numbers and percentages are calculated assuming that the Placing and the Subscription complete and the Open Offer Shares are fully taken up by Qualifying Shareholders other than the Directors and that none of the outstanding share options are exercised or Convertible Loan Notes are converted. It also assumes that none of the Directors take up their personal entitlements in the Open Offer.

** excluding any potential conversion of the Convertible Loan Notes

The participation by Redmile, Vulpes and certain of the Directors in the Capital Raise will constitute related party transactions for the purposes of the AIM Rules. Dr Sally Adams, Susan Clement Davies and Dr Ursula Ney, being the independent Directors for the purpose of the Capital Raise, having consulted with the Company's nominated adviser, Stifel, considers that the terms of the Related Party Transactions are fair and reasonable insofar as Shareholders are concerned.

Admission, Total Voting Rights and Circular

An application has been made to London Stock Exchange plc for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. It is expected that settlement of the Placing Shares and the Subscription Shares and First Admission will become effective and dealings in the Placing Shares and the Subscription Shares will commence at 8.00 a.m. on 5 December 2023. The Placing and the Subscription are conditional upon, among other things, First Admission becoming effective.

The Placing Shares and the Subscription Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then existing Ordinary 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.

Following First Admission, the Company's enlarged issued ordinary share capital will be 916,683,100. 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 Circular, including further details of the Open Offer, is expected to be dispatched to Qualifying Shareholders and (for information only) to Excluded Overseas Shareholders who have notified an address in the United Kingdom for the service of documents in accordance with the Articles on 4 December 2023, and will also be available on the Company's website at the same time at www.Scancell.co.uk.

Stifel is acting as Sole Financial Adviser, Joint Bookrunner and Nominated Adviser in relation to the Placing and WG Partners is acting as Joint Bookrunner in relation to the Placing.

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