NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, TO ANY US PERSON OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
21 November 2018
("MaxCyte" or "the Company")
Consolidation of Trading Lines
MaxCyte (LSE: MXCT, MXCR), the global cell-based medicines and life sciences company announces the consolidation of the two lines of Common Stock into a single unrestricted line of Common Stock (MXCT.L). This will be effected by the transfer of all stock comprising the Regulation S restricted trading line MXCR.L to the unrestricted Common Stock (MXCT.L) trading line.
This is in accordance with the Company's previously announced intention and is intended to help both trading liquidity and transparency for shareholders. The move will result in the cancellation of trading of the Regulation S restricted trading line MXCR.L (ISIN Number USU575801092).
Currently MaxCyte common stock of $0.01 par each ("Common Stock") are held as:
(i) unrestricted Common Stock trading under the symbol MXCT.L (ISIN number US57777K1060)
(ii) restricted Common Stock trading under the symbol MXCR.L (ISIN number USU575801092)
The number of unrestricted shares of Common Stock currently trading under the symbol 'MXCT.L' is 35,785,573 and the number of restricted shares of Common Stock currently trading under the symbol 'MXCR.L' is 15,513,108.
From Wednesday 28 November 2018 all 51,298,681 MaxCyte Common Stock will be held as unrestricted shares in MXCT.L.
Further details regarding the restricted shares
As announced on the 31 March 2017 the Company has intended to transfer the restricted shares held by non-affiliates (as defined under the US Securities Act of 1933, as amended (the "Securities Act")) of the Company (including those holders who are affiliates only by virtue of their position as an officer or director of the Company) to the unrestricted line of Common Stock. As this includes all of the restricted shares the Company will also be cancelling the restricted trading line.
While the restricted shares are identical in all respects to the Company's Common Stock, free from all liens, charges and encumbrances of any kind, during the "distribution compliance period", (as set out under Regulation S under the Securities Act) they are subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S. This restricted line of Common Stock under the symbol MXCR.L is held in the CREST system and has been segregated within CREST identified with the marker "REG S" and ISIN USU575801092. Those shares may not be offered or sold to, or for the account or benefit of, US Persons (as defined under the Securities Act) during the distribution compliance period.
The distribution compliance period has ended and the restricted Regulation S trading line with the symbol MXCR.L and ISIN USU575801092 will cease trading at 4:30pm on Tuesday 27 November 2018. All shareholders on the MXCR.L share register at 6:00pm on Tuesday 27 November 2018 will have their shareholding in Common Stock transferred to the non-restricted share register. From Wednesday 28 November 2018 all MaxCyte Common Stock will trade under the symbol MXCT.L, ISIN number US57777K1060. Shareholders who hold shares in paper certificate format will be sent replacement share certificates within ten business days.
For further information, please contact:
Doug Doerfler, Chief Executive Officer
Ron Holtz, Chief Financial Officer
+1 301 944 1660
Nominated Adviser and Broker
+44 (0) 20 7886 2500
Financial PR Adviser
Consilium Strategic Communications
+44 (0)203 709 5700
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