16:09 Fri 26 Feb 2021
Shield Therapeutics - Successful completion of £25 million Fundraise
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
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN SHIELD THERAPEUTICS PLC IN ANY JURISDICTION.
Shield Therapeutics plc
("Shield" or the "Company")
Successful completion of
The net proceeds of the Transaction, which remains subject, inter alia, to the passing of the Fundraising Resolutions at the General Meeting to be convened for on or around
Pursuant to the Placing a total of 66,398,720 new ordinary shares of 1.5 pence each in the capital of the Company (the "Placing Shares") have been conditionally placed by Peel Hunt LLP ("Peel Hunt") and finnCap Limited ("finnCap", and together with Peel Hunt, the "Joint Bookrunners") with new and existing investors at the Issue Price.
Additionally, pursuant to the Subscription, AOP Orphan International AG ("AOP"), a major shareholder in the Company,
The New Shares represent 70.3 per cent. of the issued ordinary share capital of the Company prior to the Transaction. The Issue Price represents a discount of 43.7 per cent. to the closing price of
The New Shares and the Open
Application will be made to the London Stock Exchange for the New Shares and such number of Open
The Placing and the Subscription are conditional on, amongst other matters, the passing of the Fundraising Resolutions at the General Meeting. It is expected that the Placing and the Subscription will complete on or around
General Meeting
The Circular containing a notice convening the General Meeting for
Related party transactions
AOP's participation in the Subscription
The subscription for 14,333,333 Subscription Shares by AOP pursuant to the Subscription constitutes a related party transaction in accordance with Rule 13 of the AIM Rules for Companies by virtue of AOP being a substantial shareholder in the Company, in that they currently have an interest in more than 10 per cent. of the Company's current issued share capital.
The Independent Directors consider, having consulted with the Company's nominated adviser, Peel Hunt, that the terms of AOP's participation in the Transaction are fair and reasonable insofar as Shareholders are concerned.
Directors' participation in the Subscription
The Participating Directors have collectively agreed to invest
Name of Director |
Position |
Number of Subscription Shares |
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Chief Executive Officer |
1,000,000 |
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Dr. |
Non-Executive Director |
1,301,280 |
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As a Director is a related party of the Company pursuant to the AIM Rules, the participation by the Participating Directors in the Subscription is a related party transaction for the purposes of AIM Rule 13.
The Independent Directors consider, having consulted with the Company's nominated adviser, Peel Hunt, that the terms of the Participating Directors' participation in the Transaction are fair and reasonable insofar as Shareholders are concerned.
Open Offer to Qualifying Shareholders
In order to provide Shareholders who have not taken part in the Placing or the Subscription with an opportunity to participate in the Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the Circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 13,946,397 Open
2 Open
The Open Offer is conditional on the Placing and the Subscription becoming or being declared unconditional in all respects and not being terminated before Admission. Accordingly, if the conditions to the Placing and the Subscription (including the passing of the Fundraising 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, will be contained in the Circular, which shall be posted to Shareholders and made available on the Company's website, www.shieldtherapeutics.com, on or around
Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the announcement of the Transaction made via RNS on
For further information, please contact:
Shield Therapeutics plc |
+44 (0) 191 511 8500 |
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Peel Hunt LLP - Nominated Adviser, Joint Broker and Bookrunner |
+44 (0) 20 7148 8900 |
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finnCap Ltd - Joint Broker and Bookrunner |
+44 (0) 20 7220 0563 |
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Walbrook PR - Financial PR & IR Adviser |
+44 (0) 20 7933 8780 |
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About Shield
Shield is a commercial stage, pharmaceutical company with a focus on addressing iron deficiency with its lead product Feraccru ® /Accrufer ® (ferric maltol) ®, a novel, stable, non-salt based oral therapy for adults with iron deficiency with or without anaemia. Shield is quoted on AIM (STX). For more information about Shield, please see www.shieldtherapeutics.com
Important Notice
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 new Ordinary Shares, have not been, and will not be, registered under the
This announcement is being directed to persons in the
This announcement is for information purposes only and are directed only at persons who are: (1) in Member States of the European Economic Area, qualified investors as defined in article 2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (2) in the
The new Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in
No public offering of securities is being made in the
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.
Peel Hunt LLP, which is authorised and regulated in the
finnCap Ltd, which is authorised and regulated by the FCA for the conduct of regulated activities in the
Except as required under applicable law, neither Peel Hunt, finnCap nor any of their directors, officers, partners, members, 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 Peel Hunt, finnCap or any of their affiliates in connection with the Company, the new Ordinary Shares or the Placing. Peel Hunt, finnCap and each of their directors, officers, partners, members, 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 Peel Hunt, 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 Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company, Peel Hunt, 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 constitute a recommendation concerning any investor's option with respect to the Placing. 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. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
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.
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
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 Placing Shares.
Forward Looking Statements
This Announcement contains "forward-looking statements" which include all statements (other than statements of historical facts) including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward- looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1. |
Details of the person discharging managerial responsibilities / person closely associated |
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a. |
Name |
1. 2. Dr. |
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2. |
Reason for the notification |
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a. |
Position/status |
1. Chief Executive Officer 2. Non-Executive Director |
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b. |
Initial notification /Amendment |
Initial |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
Shield Therapeutics plc |
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b. |
LEI |
213800G74QWY15FC3W71 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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a. |
Description of the Financial instrument, type of instrument Identification code |
Ordinary Shares of 1.5p each
GB00BYV81293 |
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b. |
Nature of the transaction |
Purchase subject to Admission of new ordinary shares
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c. |
Price(s) and volume(s) |
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d. |
Aggregated information ·Aggregated volume ·Price
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N/A
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e. |
Date of the transaction |
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f. |
Place of the transaction |
London Stock Exchange, AIM |
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