Oncimmune Holdings PLC Successful £5.0m placing (9966R)

TIDMONC

RNS Number : 9966R

Oncimmune Holdings PLC

27 September 2017

THIS ANNOUNCEMENT AND 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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONCIMMUNE HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ONCIMMUNE HOLDINGS PLC.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Oncimmune Holdings plc ("Oncimmune" or the "Company")

Oncimmune Holdings plc confirms successful GBP 5.0m placing

Oncimmune Holdings plc (AIM: ONC.L), is pleased to announce that, following the announcement made on 26 September 2017 entitled "Proposed Placing to raise up to GBP5.3 million", the Company has raised a total of approximately GBP5.0 million (before expenses) by means of a conditional placing with new and existing investors of 4,166,667 Placing Shares at a price of 120 pence per share. Of this Placing, 3,333,334 ordinary shares (the "General Placing Shares") will admit on 3 October 2017 and a further 833,333 Ordinary Shares ("Delayed Completion Placing Shares") will admit within 5 business days of receipt of confirmation from HMRC that the Delayed Completion Placing Shares are regarded as a qualifying holding for the purposes of Part 6 of the Income Tax Act 2007 (the "VCT Condition").

Assuming admission of both the General Placing Shares and the Delayed Completion Placing Shares, the Placing Shares will represent approximately 7.55% of the Company's enlarged issued ordinary share capital.

It is expected that the VCT Condition will be fulfilled by the end of October as the Company has applied for, but not yet received advanced assurance from HM Revenues & Customs. However, there is no guarantee that the VCT Condition will be fulfilled. In the event that it is not fulfilled by the 24 November 2017, the Delayed Completion Placing will terminate and proceeds of the Delayed Completion Placing Shares will not be received.

Zeus Capital acted as Nominated Adviser and Broker to the Company.

Share capital on completion of the Placing

Application will be made for the General Placing Shares to be admitted to trading on AIM ("Initial Admission"). It is expected that Initial Admission will occur on or around 3 October 2017.

Following Initial Admission, the Company's enlarged issued share capital will comprise 54,382,738 Ordinary Shares of 1 pence each with voting rights in the Company. 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 the interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Admission of the Delayed Completion Placing Shares is subject to satisfaction of the VCT Condition and will occur within 5 business days of satisfaction of the VCT Condition. An announcement will be made at that time confirming the timing of admission of the Delayed Completion Placing Shares.

Geoffrey-Hamilton Fairley, Oncimmune's Chief Executive Officer said:

"This fundraise will allow us to continue to deliver on the growth strategy laid out at the time of our IPO involving generating revenue from multiple products, regions and partners and we have already made significant progress in delivering on this. We are confident that Oncimmune is well placed to create and deliver value from our core autoantibody platform in the medium and long term."

For further information:

Oncimmune Holdings plc

Geoffrey Hamilton-Fairley, Chief Executive Officer

[e-mail]

Zeus Capital Limited (Nominated Adviser and Broker)

Giles Balleny, Phil Walker, Hugh Kingsmill Moore

[phone]

Media enquiries:

Consilium Strategic Communications

Chris Gardner, Matthew Neal, Lindsey Neville

[e-mail]

[phone]

Placing Statistics

 
 Issue Price per Placing Share                     120 pence 
------------------------------------------------  ----------- 
 Number of Ordinary Shares in issue as 
  at the Latest Practicable Date                   51,049,404 
------------------------------------------------  ----------- 
 Number of General Placing Shares to 
  be issued by the Company pursuant to 
  the General Placing                              3,333,334 
------------------------------------------------  ----------- 
 Number of Delayed Completion Placing 
  Shares to be issued by the Company pursuant 
  to the Delayed Completion Placing                833,333 
------------------------------------------------  ----------- 
 Gross Proceeds of the General Placing             GBP4.0 
                                                    million 
------------------------------------------------  ----------- 
 Gross Proceeds of the Delayed Completion          GBP1.0 
  Placing                                           million 
------------------------------------------------  ----------- 
 Net Proceeds of the Placing (assuming             GBP4.7 
  completion of the Delayed Completion              million 
  Placing) 
------------------------------------------------  ----------- 
 Number of Ordinary Shares in issue immediately 
  following completion of the General 
  Placing                                          54,382,738 
------------------------------------------------  ----------- 
 Number of Ordinary Shares in issue assuming 
  completion of the Delayed Completion 
  Placing                                          55,216,071 
------------------------------------------------  ----------- 
 Placing Shares as a percentage of the 
  Issued Share Capital (assuming admission 
  of the Delayed Completion Placing Shares)        7.55% 
------------------------------------------------  ----------- 
 
   1.    Use of Proceeds 

The Placing is necessary for the Company to strengthen its balance sheet to complete major distribution deals in the following areas:

   --              USA for EarlyCDT(R)-Lung; 
   --              China for EarlyCDT(R)-Lung; and 
   --              "Fingerprint" -a personalised autoantibody profiling approach 

Following completion of the major distribution deals the cash is to be used for:

   --              R&D 
   --              Additional NHS studies to accelerate adoption 
   --              Additional markers for lung test in the US to enhance its "pulmonology test" 
   --              Validation and launch of liver test 
   --              Further validation of fingerprinting 
   --              Marketing to general practices in the US 

In addition, the Board intends to progress development of its other products (ovarian tests) through to commercial launch, which it considers to be another key step for the Company.

The Placing is critical to help secure a strong commercial position for Oncimmune at an important stage of the Company's growth. Maintaining the strength of the Company's balance sheet is key to commercially engage with its existing customers and attract additional major distribution deals. As Oncimmune's multiple revenue streams and geographical footprint begins to gain traction, it is essential to continue to strengthen Oncimmune's position in this sector, having the financial strength to develop the relevant Kits and bring through the platform technology to market over the long term.

   2.    Key elements of the Placing 

The Company is proposing to raise approximately GBP5.0 million, (GBP4.7 million net of estimated expenses), by way of the conditional placing of 4,166,667 Placing Shares at the Issue Price with existing and new institutional investors. 3,333,334 Ordinary Shares have been placed pursuant to the General Placing and admission of the General Placing Shares is expected on 3 October 2017. The General Placing is conditional on (amongst other things) the Initial Admission. 833,333 Ordinary Shares have been placed in a Delayed Completion Placing which is subject to the satisfaction of the VCT Condition. Admission of the Delayed Completion Placing Shares is expected within 5 business days of the satisfaction of the VCT Condition. In the event that it is not fulfilled by the 24 November 2017, the Delayed Completion Placing will terminate and proceeds of the Delayed Completion Placing Shares will not be received.

The Placing Shares to be issued pursuant to the General Placing and the Delayed Completion Placing will represent approximately 7.55 per cent. of the Enlarged Share Capital. The Placing Shares will rank pari passu in all other respects with the Existing Ordinary Shares. The Issue Price represents a discount of 4.00 per cent. to the mid-market closing price on 25 September 2017 (being the Latest Practicable Date). Neither the General Placing nor the Delayed Completion Placing have been underwritten.

   3.    Placing Agreement 

On 27 September 2017, the Company entered into the Placing Agreement with Zeus Capital pursuant to which Zeus Capital has agreed to use reasonable endeavours to place the Placing Shares at the Issue Price. Under the Placing Agreement, the Company has given Zeus Capital customary warranties and indemnities. Zeus Capital also has customary termination rights in certain circumstances, including, inter alia, where there is a material breach of any of the warranties or for force majeure.

   4.    Effect of the Placing 

4,166,667 Placing Shares will be issued to Placees pursuant to the Placing assuming completion of the Delayed Completion Placing Shares. All the Placing Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

The Company currently has authority to allot 5,077,400 ordinary shares on a non-pre-emptive basis. Pursuant to the Placing, assuming completion of the Delayed Completion Placing Shares, 4,166,667 shares under this authority will have been issued, leaving authority for the Company to issue a further 910,733 shares on a non-pre-emptive basis. This authority will expire on the date of the Company's next Annual General Meeting.

Upon completion of the Placing, assuming completion of the Delayed Completion Placing Shares, the Placing Shares will represent approximately 7.55 per cent. of the Enlarged Issued Share Capital.

   5.    Enterprise Investment Scheme and Venture Capital Trusts 

As part of the Placing, the Company is offering up to GBP1.07 million worth of Placing Shares ("VCT/EIS Placing Shares") which the Company believes should qualify as VCT/EIS investments. The Directors believe that the VCT/EIS Placing Shares should be eligible (subject to the circumstances of investors) for tax reliefs under EIS and for investment by VCTs.

The Company has applied for, but not, as at the date of this announcement, received, advance assurance from HM Revenue & Customs. Although the Company currently expects to satisfy the relevant conditions for EIS and VCT investment, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the VCT/EIS Placing Shares from being eligible EIS and VCT investments on this occasion, neither the Directors nor the Company give any warranty or undertaking that relief will be available in respect of any investment in the VCT/EIS Placing Shares pursuant to this announcement, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status.

In the event that the VCT Condition is not satisfied, those shares comprised in the Delayed Completion Placing only will not be admitted and the proceeds of the Delayed Completion Placing Shares only will not be received.

Companies can raise up to GBP5 million from State Aid investment sources, including under the combined EIS and from VCTs, in any 12 month period. As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders, or any potential investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.

About Oncimmune

Oncimmune is a leading early cancer detection company developing and commercialising its proprietary EarlyCDT(R) platform technology. Oncimmune has pioneered the development of autoantibody tests that can detect cancer up to four years earlier than other methods and can be applied to a very wide range of solid tumour types. The Company's first product, EarlyCDT(R)-Lung, was launched in 2012, as a CLIA test in the USA and since then over 150,000 commercial tests have been sold. EarlyCDT(R)-Lung is available through physicians in the US and also privately in the UK and other regions. EarlyCDT(R)-Lung is being used in the largest ever randomised trial for the early detection of lung cancer using biomarkers. The NHS Scotland ECLS study of 12,210 high-risk smokers is fully recruited and in the final follow up stage. EarlyCDT(R) tests for liver and ovarian cancer are in development.

Oncimmune is headquartered in Nottingham, United Kingdom with testing facilities in the US and joined AIM in May 2016 under the ticker ONC.L. For more information visit www.Oncimmune.com.

Cautionary note regarding forward-looking statements

This announcement contains statements about Oncimmune Holdings plc that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Oncimmune Holdings plc.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), Oncimmune Holdings plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Oncimmune Holdings plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Oncimmune Holdings plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 27, 2017 09:11 ET (13:11 GMT)