£5.0 Million Fundraise through the conditional Placing of 4,901,961 new Ordinary Shares at a price of 102 pence per Ordinary Share and Notice of General Meeting
Calculus Capital Limited and Polar Capital LLP to join share register
C4X Discovery Holdings plc (AIM: C4XD), an innovative drug discovery engine, today announces that it has raised £5.0 million before expenses (the “Placing”) via a conditional placing of 4,901,961 new ordinary shares (the “Placing Shares”) to current and new investors, through Zeus Capital as nominated adviser and broker to the Company, at a placing price of 102p (the “Placing Price”) per ordinary share.
Highlights of the Placing:
- £5.0 million raised, before expenses, at a Placing Price of 102 pence per ordinary share
- Proceeds will be used to:
- Progress the Group’s existing pre-clinical pipeline towards clinical development and a commercially attractive partnering point
- Invest in developing new lead compounds against highly valuable drug targets including those identified by Taxonomy3®
- Provide sufficient working capital to fund the Group’s operations
- Calculus Capital Limited (“Calculus”), a leading EIS and VCT investor, with a strong track record in the healthcare sector, has agreed to invest £3.0 million as cornerstone investor in the Placing subscribing for 2,941,176 Placing Shares, and on Admission will be interested in 7.9 per cent. of the enlarged Share Capital.
- Polar Capital LLP, another new investor, and a number of existing shareholders have also agreed to support the fundraising. Clive Dix, CEO, has agreed to invest £475,000 in the Placing.
The Placing Price represents a discount of approximately 4.2 per cent. to the closing mid-market price of the Ordinary Shares of 106.5 pence on 5 September 2016 (being the last practicable dealing day prior to the date of this announcement). The Company’s nominated adviser and broker is Zeus Capital Limited.
Commenting on the Placing, Clive Dix, CEO of C4X Discovery, commented: “The completion of this fundraise will allow C4XD to continue on its path to becoming the world’s most productive drug discovery engine. We are already exploiting cutting edge-technologies to design and create best-in-class small molecule candidates. The additional funds will allow us to progress our existing innovative pipeline towards the clinic and draw on the strengths of our discovery engine to start the development of four new medicines for diseases with a high unmet medical need.
“I am delighted to welcome Calculus and Polar Capital as new shareholders and would like to thank our existing investors that also took part in the Placing. We are extremely excited about the future at C4X Discovery.”
Placing
The Placing requires the Company to obtain additional authorities to allot ordinary shares in the capital of the Company (“Ordinary Shares”) and is therefore conditional on requisite shareholder approval being obtained as well as admission of those Placing Shares to trading on AIM (“Admission”).
A general meeting of shareholders of the Company is to be convened for the purpose of considering the relevant resolutions (the “Resolutions”) at 10:00 a.m. on 26 September 2016 at The Podium, 1 Eversholt Street, Kings Cross, London NW1 2DN and, assuming the Resolutions are passed and the Placing has otherwise become unconditional, completion of the Placing is expected to take place on 27 September 2016. A circular to shareholders convening the requisite general meeting is expected to be posted later today. Assuming that the requisite shareholder approvals are obtained and Admission occurs, the Company will issue pursuant to the Placing 4,901,961 new Ordinary Shares in the Company which will represent approximately 13.1% of the issued share capital as enlarged by the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 1 pence each in the capital of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.
The Placing Shares will represent approximately 13.1 per cent. of the ordinary share capital as enlarged by the Placing and will, when issued, rank pari passu in all respects with the other Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission.
Related Party Transaction
Clive Dix, CEO, will subscribe for 465,686 Placing Shares pursuant to the Placing and will enter into a placing letter with Zeus Capital. Clive Dix’s participation in the Placing will constitute a “related party transaction” for the purpose of AIM Rule 13.
The independent Directors, being Sam Williams, Alex Stevenson and Harry Finch, consider, having consulted with the Company’s nominated adviser, Zeus Capital Limited, that the terms of Clive Dix’s participation in the Placing are fair and reasonable insofar as the Company’s shareholders are concerned.
The level of participation in the Placing by Clive Dix, and his resulting interest in the Company is shown below:
| Director | Existing shareholding | Placing participation | Total number of shares held | Percentage of enlarged share capital, as enlarged by the Placing |
| Clive Dix* | 691,250 | 465,686 | 1,156,936 | 3.1% |
*In addition, Clive Dix has options over 520,000 Ordinary Shares
Following Admission, the Company’s issued share capital will consist of 37,398,718 ordinary shares. There are no ordinary shares held in treasury. Therefore, in accordance with the FCA’s Disclosure and Transparency Rule 5.6.1, the Company confirms that following Admission, the total number of voting rights in the Company will be 37,398,718.
