Completion of SWK Financing
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London, UK - 3 October 2023: Shield Therapeutics plc (LSE: STX), a commercial stage pharmaceutical company, is pleased to announce that further to the announcement on 28 September 2023 setting out details of a $20 million senior secured debt facility from SWK Funding LLC and an Equity Financing (the "Financing Announcement"), the SWK Financing has now been completed.
The Placing, the Subscription and the REX Retail Offer remain conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Placing Agreement remains conditional, amongst other things, upon the following:
- the Company having complied with its obligations and having satisfied all conditions under the Placing Agreement, which fall to be performed on or satisfied prior to Admission; and
- Admission occurring by no later than 8.00 a.m. on 4 October 2023 or such later time and date (being not later than 8.00 a.m. on 13 October 2023) as the Joint Bookrunners and the Company may agree.
The REX Retail Offer through the REX platform is expected to remain open until 10:00 a.m. on 3 October 2023. A further announcement will be made in relation to the result of the REX Retail Offer.
Unless otherwise defined, terms used in this announcement shall have the same meaning as those used in the Financing Announcement.
Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, as it forms part of UK domestic law by virtue of the EUWA ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, as amended, as it forms part of UK domestic law by virtue of the EUWA; 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: (a) retail investors; (b) investors who meet the criteria of professional clients; and (c) 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, Peel Hunt and Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
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