Synairgen plc Results of Placing (1779C)

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RNS Number : 1779C

Synairgen plc

15 October 2020

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.

For immediate release

Synairgen plc

   ("Synairgen"   or the "Company") 

Results of Placing,

Details of Open Offer

and

Exercise of options and PDMR dealings

Southampton, UK - 15 October 2020: Further to the announcement made on 14 October 2020 by the Company (the "Announcement"), Synairgen is pleased to announce the successful completion of the Placing, conditionally raising gross proceeds for the Company of approximately GBP80.0 million.

The Company has placed, in aggregate, 45,714,285 Placing Shares at the Issue Price of 175 pence per share with existing and new institutional and other shareholders. The Issue Price represents a discount of approximately 4.1 per cent. to the volume-weighted average price of an Ordinary Share for the ten day period up to and including 14 October 2020 (being the latest practicable date prior to this Announcement).

The net proceeds of the Placing will be used by the Company to (i) support the Phase III clinical trial in COVID-19 patients; (ii) support SNG001 manufacturing and device scale up activities; (iii) generate further SNG001 data to support clinical, manufacturing and regulatory activities; (iv) strengthen the Company's balance sheet; and (v) also provide the opportunity for certain Directors to exercise options and for the Company to net settle them on their behalf (details of which are set out below).

Richard Marsden, Chief Executive Officer of Synairgen, commented: "Having demonstrated the great promise of SNG001 in hospitalised COVID-19 patients earlier this year, we are delighted to have now received the financial support to be able to progress this potential breakthrough treatment in such a critical area of unmet need."

The Placing, which was significantly oversubscribed, is being undertaken in two tranches, with the Firm Placing of 14,943,300 Firm Placing Shares utilising the Company's existing shareholder authorities to issue new shares for cash on a non-pre-emptive basis and the Conditional Placing of 30,770,985 Conditional Placing Shares (together with the Open Offer Shares) to be issued subject to new shareholder approvals to be sought at the General Meeting of the Company. A Circular convening the General Meeting at which the Resolutions will be proposed will be sent to Shareholders today.

In addition, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Fundraising on a pre-emptive basis, the Company will today make the Open Offer to Qualifying Shareholders on the terms and conditions set out in the Circular. The Open Offer provides all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 4,038,741 Open Offer Shares to raise up to approximately GBP7.0 million (before fees and expenses) for the Company, on the basis of:

1 Open Offer Share for every 37 Existing Ordinary Shares held as at the Record Date

The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. Accordingly, if the conditions to the Placing (including the passing of the Resolutions) are not satisfied or waived (where capable of waiver), the Open Offer will not proceed.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in the Circular, which shall be posted to Shareholders today. The Circular will also be available on the Company's website: www.synairgen.com .

finnCap and Numis acted as joint bookrunners in connection with the Placing and finnCap is acting as nominated adviser.

PDMR dealings

Following the release of the Announcement of the Fundraising, the Directors Richard Marsden (the Chief Executive Officer) and John Ward (the Finance Director) (the "Option Holders") exercised certain of the options they hold, as follows:

 
 Name         Status      Number         Number        Total             Percentage        Total          Percentage 
                           of Ordinary    of new        number            of Enlarged       number         of Enlarged 
                           Shares         Ordinary      of Ordinary       Share             of Ordinary    Share 
                           over which     Shares        Shares            Capital           Shares         Capital* 
                           options        to be         held on           held on           held on        held on 
                           have been      issued        Firm Admission    Firm Admission    Conditional    Conditional 
                           exercised      following                                         Admission      Admission 
                                          exercise 
                                          of options 
                                          and net 
                                          settlement 
 Richard 
  Marsden     Director    851,889        386,842       754,667(1)        0.46%             754,667(1)     0.38% 
 John Ward    Director    324,445        147,330       514,907           0.31%             514,907        0.26% 
 

* Assuming take up in full of the Open Offer by Qualifying Shareholders

1 This number includes 184,821 Ordinary Shares which are held in a pension fund to which Richard Marsden is beneficially entitled

The Company has agreed to net-settle the above options on behalf of the Option Holders. This is a process whereby the Company settles the relevant options by delivering such number of Ordinary Shares to the relevant Option Holder as is equivalent to the notional gain on exercise with the income tax and National Insurance Contributions (NICs) due on such gain paid by the Company to HMRC on behalf of the relevant Option Holder. The Company has afforded the Option Holders this opportunity as the relevant options were shortly due to expire. For the avoidance of doubt, the Option Holders are not receiving any cash proceeds from the exercise of these options.

Accordingly, whilst the Option Holders have exercised options over, in aggregate, 1,176,334 Ordinary Shares, following the net settlement by the Company and the payment by the Company of both the income tax and NICs on the Option Holders' behalf as described above, the Company will issue, in aggregate, 534,172 Option Shares to the Option Holders.

Admission of the 534,172 Option Shares shall take place on Firm Admission at the same time as the Firm Placing Shares, which is expected to occur at 8.00 a.m. on 19 October 2020 or such later time and/or date as finnCap, Numis and the Company may agree, not being later than 8.30 a.m. on 25 November 2020.

The Firm Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. The Conditional Placing and the Open Offer are conditional, inter alia, upon Shareholders approving the respective Resolutions at the General Meeting. The Company intends to publish and send the Circular later today, 15 October 2020, to shareholders convening the General Meeting in connection with the issue of the Conditional Placing Shares and providing the terms and conditions of the Open Offer. The Circular will also be available on the Company's website: www.synairgen.com .

Admission of the Firm Placing Shares and Option Shares, and Total Voting Rights

Application has been made to the London Stock Exchange for 15,477,472 New Ordinary Shares, representing the, in aggregate, 14,943,300 Firm Placing Shares and 534,172 Option Shares to be admitted to trading on AIM ("Firm Admission"), and it is expected that Firm Admission will become effective and trading will commence in the Firm Placing Shares and Option Shares at 8.00 a.m. on 19 October 2020.

Following Firm Admission, the Company will have 164,910,914 Ordinary Shares in issue. Accordingly, this figure will be the total number of voting rights in the Company and may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Open Offer timetable

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Record Date for the Open Offer                             6.00 p.m. on 13 
                                                               October 2020 
 Announcement of the Open Offer                             7.00 a.m. on 15 
                                                               October 2020 
 Existing Ordinary Shares marked "ex" by the                8.00 a.m. on 15 
  London Stock Exchange                                        October 2020 
 Publication and despatch of the Circular and,              15 October 2020 
  to Qualifying Non-Crest Shareholders, the 
  Application Form 
 Basic Open Offer Entitlements and Excess Open              16 October 2020 
  Offer Entitlements credited to CREST stock 
  accounts of Qualifying CREST Shareholders 
 Admission of the Firm Placing Shares and Option            8.00 a.m. on 19 
  Shares to trading on AIM and commencement                    October 2020 
  of dealings 
 Latest recommended time and date for requesting            4.30 p.m. on 26 

  withdrawal of Basic Open Offer Entitlements                  October 2020 
  and Excess CREST Open Offer Entitlements from 
  CREST 
 Latest time and date for depositing Basic                  3.00 p.m. on 27 
  Open Offer Entitlements and Excess CREST Open                October 2020 
  Offer Entitlements in CREST 
 Latest time and date for splitting of Application          3.00 p.m. on 28 
  Forms under the Open Offer (to satisfy bona                  October 2020 
  fide market claims) 
 Latest time and date for receipt of electronic               11.00 a.m. on 
  voting instructions via www.signalshares.com              29 October 2020 
  or via CREST instructions or Forms of Proxy 
  (if requested) 
 Latest time and date for receipt of Application              11.00 a.m. on 
  Forms and payment in full under the Open Offer            30 October 2020 
  and settlement of relevant CREST instructions 
  (as appropriate) 
 General Meeting                                              11.00 a.m. on 
                                                            2 November 2020 
 Results of the General Meeting and the Open                2 November 2020 
  Offer announced 
 Admission of the Conditional Placing Shares                 8.00 a.m. on 4 
  and the Open Offer Shares to trading on AIM                 November 2020 
  and commencement of dealings 
 Where applicable, expected date for CREST                  4 November 2020 
  accounts to be credited in respect of Conditional 
  Placing Shares and Open Offer Shares in uncertificated 
  form 
 Where applicable, expected date for despatch              11 November 2020 
  of definitive share certificates for Conditional 
  Placing Shares and Open Offer Shares in certificated 
  form 
 

Notes:

1) Each of the above times and/or dates is subject to change at the absolute discretion of the Company, finnCap and Numis. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

   2)    All of the above times refer to London time unless otherwise stated. 

3) All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting

Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the Announcement.

The ticker for the Company's ordinary shares is SNG. The Company's LEI is 213800IMMTOPPDF8HD24.

Enquiries:

Synairgen plc [phone]

Richard Marsden (Chief Executive Officer)

John Ward (Finance Director)

   finnCap - Nominated Adviser and Joint Bookrunner                              [phone] 

Geoff Nash / James Thompson / Charlie Beeson (Corporate Finance)

Alice Lane / Sunila de Silva (ECM)

Numis - Joint Bookrunner [phone]

James Black / Freddie Barnfield / Duncan Monteith

Consilium Strategic Communications - Financial Media and Investor [phone]

Relations Adviser

Mary-Jane Elliott / Sue Stuart / Olivia Manser

About Synairgen

Synairgen is a respiratory drug discovery and development company founded by University of Southampton Professors Sir Stephen Holgate, Donna Davies and Ratko Djukanovic. The business, focused primarily on lung viral defence in asthma, COPD and COVID-19, uses its differentiating human biology BioBank platform and world-renowned international academic KOL network to discover and develop novel therapies for respiratory disease. Synairgen is quoted on AIM (LSE: SNG). For more information about Synairgen, please see www.synairgen.com

IMPORTANT NOTICES AND DISCLAIMER

This announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or any other state or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement has not been approved by the London Stock Exchange or by any other securities exchange.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement is not an offer of securities for sale into the United States. The new Ordinary Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The new Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of new Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This announcement is for information purposes only.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the directors or the Company, or by any of its or their respective partners, employees, advisers, affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing and the Open Offer (together, the "Fundraising") described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, upon publication of this announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

finnCap Ltd, which is authorised and regulated by the FCA for the conduct of regulated activities in the United Kingdom, is acting as nominated adviser and joint bookrunner to the Company and no one else in connection with the Fundraising and is not acting for and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising. finnCap's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

Each of Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and Numis Securities Inc., which is authorised in the US by the Financial Industry Regulatory Authority, is acting exclusively for the Company and no one else in connection with this Announcement or the Fundraising. None of Numis UK or Numis US will regard any other person as a client or will be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising.

Except as required under applicable law, neither Numis, finnCap nor any of their directors, officers, partners, employees, advisers, affiliates or agents assume or accept any responsibility whatsoever for the contents of the information contained in this announcement or for any other statement made or purported to be made by or on behalf of Numis, finnCap or any of their affiliates in connection with the Company, the new Ordinary Shares or the Fundraising. Numis, finnCap and each of their directors, officers, partners, employees, advisers, affiliates and agents accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by Numis, FinnCap or any of their directors, officers, partners, employees, advisers, affiliates or agents as to the accuracy, completeness or sufficiency of the information contained in this announcement.

The distribution of this announcement and/or the Fundraising in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis, FinnCap or any of their respective affiliates that would, or which is intended to, permit an offering of the new Ordinary Shares in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to new Ordinary Shares in any jurisdiction where action for that purpose is required.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Fundraising. Any investment decision to subscribe for Open Offer Shares in the Open Offer must be made solely on the basis of publicly available information, which has not been independently verified by Numis or finnCap.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement does not constitute a recommendation concerning any investor's decision to purchase or subscribe for Ordinary Shares.. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; 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 new Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and 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 new Ordinary Shares may decline and investors could lose all or part of their investment; the new Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary 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 Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis and FinnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

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October 15, 2020 02:00 ET (06:00 GMT)