11:32 Tue 05 Feb 2019
MaxCyte, Inc. - Results of Placing
THIS ANNOUNCEMENT IS RESTRUCTED AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
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Results of Placing
A total of 5,908,319 shares of New Common Stock have been placed by
In addition, pursuant to the Vendor Placing,
The New Common Stock to be issued and the new Common Stock to be issued pursuant to the Option Issue represent approximately 11.6 per cent. of the Existing Common Stock. The Placing Price represents a discount of 8.1 per cent. to the Company's mid-market closing price as at 4 February 2019, being the last practicable date prior to the publication of the announcement of the Placing.
As set out in the Company's announcement earlier today, the Company has the right, following consultation with
The Directors intend to use the net proceeds of the Placing receivable by the Company from the issue of the New Common Stock to accelerate the Company's growth strategy and execute on the significant commercial opportunities available, including:
I. Expansion of the cell therapy pipeline and acceleration of high-value clinical and commercial deals in a diverse range of fields, including immuno-oncology, gene editing and regenerative medicine;
II. Investments in the expansion of the core customer base and instrument business, including new product development and applications in large-scale biopharmaceutical transient protein manufacturing; and
III. Advancement of the CARMA pipeline for the treatment of solid tumors including an intravenous ("IV") administration programme.
A circular to shareholders convening the Special Meeting is expected to be posted by
Completion of the Placing remains subject, inter alia, to the passing of the Resolutions at the General Meeting and to the First Admission and Second Admission of the New Common Stock and Option Stock to trading on AIM. It is expected that dealings in the Eligible New Common Stock will commence on
Application will be made to the
Meeting, First Admission in respect of 2,705,880 Eligible New Common Stock will occur and dealings will commence in such shares of new Common Stock on
Upon Admission, the New Common Stock and Option Stock will trade in the Company's new restricted line of Common Stock under the symbol MXCS, and the New Common Stock and Option Stock as represented by Depository Interests, will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S" and ISIN USU575801175. The Company also maintains an unrestricted line of Common Stock trading under the existing symbol MXCT. The Sale Stock will trade under the existing symbol MXCT.
Following Admission, the total issued stock capital of the Capital will be 57,291,500. The number of unrestricted shares of Common Stock trading under the symbol 'MXCT' is expected to be 51,332,764 and the number of restricted shares of Common Stock trading under the symbol 'MXCS' is expected to be 5,958,736.
Related party transaction
|
Number of Existing Ordinary Shares |
Percentage of existing issued share capital |
Number of Placing Shares subscribed for |
Number of Ordinary Shares held on Admission |
Percentage of Enlarged Share Capital on Admission* |
River and Mercantile |
5,778,857 |
11.26% |
662,350 |
6,441,207 |
11.24% |
The participation by River and Mercantile in the Placing constitutes a related party transaction for the purposes of the AIM Rules. The independent Directors for the purpose of the Placing, having consulted with the Company's nominated adviser,
Placing Statistics
Number of Existing Common Stock as at the date of this announcement |
51,332,764 |
Placing statistics |
|
Placing Price per share of New Common Stock |
170 pence |
Number of shares of New Common Stock(1) |
5,908,319 |
Gross proceeds of the Placing(1) |
£10.0 million |
Estimated net proceeds of the Placing payable to the Company(1) |
c. |
Number of shares of Sale Stock |
320,223 |
Number of shares of Option Stock |
50,417 |
Overall statistics |
|
Enlarged Share Capital following the Placing (1) |
57,291,500 |
New Common Stock as a percentage of the Enlarged Share Capital (1) |
10.3% |
Implied market capitalisation at the Placing Price following the Placing (1) |
|
(1) Assuming the Company is not required to scale back VCTs and investors seeking to claim EIS relief in relation to their investment prior to First Admission and assumes that the Company issues the maximum number of New Common Stock. This also assumes no exercise of any options or further issue of Common Stock prior to Admission.
The capitalised terms used in this announcement have the meaning set out in the announcement made by the Company at
About
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Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", "expect", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward looking statements, many of which are beyond the control of the Company. In particular, the outcome of clinical trials (including, but not limited to the Company's CARMA trial) may not be favourable or potential milestone payments associated with the Company's licenced programmes may not be received. In addition, other factors which could cause actual results to differ materially include risks associated with vulnerability to general economic and business conditions, competition, regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
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