Result of Placing and Subscription
Oversubscribed placing and subscription raises £10.3 million at 10.5p per share, extending cash runway to H2 2026.
- Gross proceeds from placing and subscription £10.3 million
- Issue price per ordinary share 10.5 pence
- New ordinary shares issued 97,657,617
- Percentage of existing shares 10.5%
- SCIB1 progression free survival (SCOPE study) 80%
- SCIB1 complete response rate (SCOPE study) 20%
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Oversubscribed Placing upsized to £10.3 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, is pleased to announce, conditional on Admission, completion of a significantly oversubscribed placing and subscription as announced by the Company yesterday on 4 December 2024 (the "Launch Announcement").
A total of 97,467,141 Placing Shares have been placed by Panmure Liberum Limited ("Panmure Liberum") and WG Partners LLP ("WG Partners") at the Issue Price of 10.5 pence per Ordinary Share. Concurrently with the Placing, a Director of the Company has conditionally subscribed for 190,476 Subscription Shares pursuant to the Subscription at the Issue Price.
Together, the Placing Shares and the Subscription Shares in aggregate comprise 97,657,617 new Ordinary Shares, raising total gross proceeds of approximately £10.3 million. The Placing Shares and the Subscription Shares together represent approximately 10.5 per cent. of the Existing Ordinary Shares.
RETAIL OFFER
As announced yesterday, the Company also launched the Retail Offer through the Winterflood Retail Access Platform to raise up to approximately a further £1 million of gross proceeds (the "Retail Offer" and together with the Placing and Subscription, the "Capital Raise"). The Retail Offer is expected to close at 9.00 a.m. on 9 December 2024, or such later time and date as the Company, Panmure Liberum and Winterflood may agree, the results of which are expected to be announced on or around 9 December 2024.
Phil L'Huillier, Chief Executive Officer, commented: "We are pleased to have secured this additional funding, which will allow us to further progress our lead cancer vaccine, SCIB1, and the next generation iSCIB1+, whilst also extending our cash runway to H2 2026. The data generated to date from the SCOPE study, showing progression free survival of 80% with a 20% complete response rate, is very promising and gives us continued confidence in the potential of SCIB1 as a treatment for advanced melanoma. Our focus continues to be on its continued clinical development, and we are actively working on preparations for the next stage of development. I would like to thank our investors, new and existing, for their support, and we look forward to providing further updates on our pipeline in due course."
Related Party Transactions
Redmile Group, LLC ("Redmile") and Vulpes Investment Management ("Vulpes"), existing shareholders of the Company, have agreed to conditionally subscribe for 28,571,428 and 10,476,190 Placing Shares respectively, at the Issue Price, both of whom are considered to be related parties of the Company in accordance with Rule 13 of the AIM Rules for Companies by virtue of their status as substantial shareholders of the Company.
Additionally, Sath Nirmalananthan, a Director and the Chief Financial Officer of the Company, who is deemed to be a related party pursuant to Rule 13 of the AIM Rules for Companies, has conditionally subscribed for 190,476 Ordinary Shares at the Issue Price as part of the Subscription (together, the "Related Party Transactions"):
| Name | Existing Ordinary Shares held | Percentage of Existing Issue Share Capital | Number of new Ordinary Shares subscribed for | Number of Ordinary Shares held following Admission* | Percentage of Enlarged Issued Share Capital* |
|---|---|---|---|---|---|
| Redmile** | 268,616,936 | 28.9% | 28,571,429 | 297,188,364 | 28.66% |
| Vulpes | 117,729,029 | 12.7% | 10,476,190 | 128,205,219 | 12.37% |
| Sath Nirmalananthan | - | - | 190,476 | 190,476 | 0.02% |
* These numbers and percentages are calculated assuming that the Placing and the Subscription complete and the 9,523,809 Retail Offer Shares are issued under the Retail Offer and that none of the outstanding share options are exercised or Convertible Loan Notes are converted.
** excluding any potential conversion of the Convertible Loan Notes
Dr Jean-Michel Cosséry, Dr Phil L'Huillier, Professor Lindy Durrant, Susan Clement Davies and Dr Ursula Ney, being the Directors independent of the Related Party Transactions, having consulted with the Company's nominated adviser, Panmure Liberum, consider that the terms of the Related Party Transactions are fair and reasonable insofar as Shareholders are concerned.
Admission
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 Admission and settlement of the Placing Shares, the Subscription Shares and such number of Retail Offer Shares as are subscribed for pursuant to the Retail Offer, will become effective and dealings in the Placing Shares and the Subscription Shares will commence at 8.00 a.m. on or around 10 December 2024. The Placing and the Subscription are conditional upon, among other things, Admission becoming effective.
The Placing Shares, the Subscription Shares and the Retail Offer 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.
Panmure Liberum is acting as Joint Bookrunner, Joint Broker and Nominated Adviser in relation to the Placing and WG Partners is acting as Joint Bookrunner and Joint Broker in relation to the Placing.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Names | Sath Nirmalananthan |
| 2 | Reason for the notification | |
| a) | Position/status | CFO |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Scancell Holdings plc |
| b) | LEI | 2138008RXEG856SNP666 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 0.01 pence each in Scancell Holdings plc |
| Identification code | GB00B63D3314 | |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| 10.5 pence | 190,476 | |
| d) | Aggregated information | |
| - Aggregated volume | n/a | |
| - Price | ||
| e) | Date of the transaction | 10 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
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