Press Releases

Proposed Placing

C4X Discovery Holdings plc

(“C4XD”, “C4X Discovery” or the “Company”)

Proposed Placing

Advancing the next wave of out-licensing opportunities

7 May 2020 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering Drug Discovery company, today announces a proposed Placing of Placing Shares with existing and new institutional investors to raise a minimum of approximately £1.0 million in aggregate before expenses at the Issue Price of 15 pence per Placing Share.

As noted in the Company's recent interim results for the six months ended 31 January 2020, the Company’s focus throughout 2020 is to advance various of its exisiting programmes and to progress the ongoing commercial discussions across its portfolio. The net proceeds of the Placing will be used to further strengthen its balance sheet as partnering and strategic collaborations progress, and to support working capital during the progression of its pipeline portfolio. The net proceeds of the Placing are expected to provide the Company with at least twelve months working capital. The Company's assumptions with regards to its working capital assume that a material tax credit will be received both this year and in H1 2021, as has been the case in previous years. 

 

Details of the Placing

The Placing will be conducted by way of an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix I. The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed by 11.00 a.m. today, 7 May 2020 although Panmure Gordon and the Company reserve the right to amend this timeframe at their discretion.

Details of the number of Placing Shares and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The Placing is not underwritten.

Today, Panmure Gordon entered into a placing agreement with the Company in relation to the Placing (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Panmure Gordon, as agent for the Company, has conditionally agreed to use its reasonable endeavours to place the Placing Shares with certain institutional investors. The Placing is conditional upon, inter alia:

  • admission of the Placing Shares to trading on AIM becoming effective; and
  • the Placing Agreement between the Company and Panmure Gordon not having been terminated.

The Placing Agreement contains customary warranties from the Company in favour of Panmure Gordon relating to the Group and its business. In addition, the Company has agreed to indemnify Panmure Gordon and its affiliates in relation to certain liabilities that they may incur in respect of the Placing.  Panmure Gordon may terminate the Placing Agreement at any time prior to Admission in certain circumstances, including in the event of a breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or, the occurrence of a force majeure event or a material adverse change affecting the financial position or business or prospects of the Company. If this right is exercised by Panmure Gordon the Placing will not proceed.

The proposed issue and allotment of the Placing Shares will be within the existing shareholder authorities granted to the Company at its Annual General Meeting held on 31 January 2020 to issue and allot up to 10,836,700 ordinary shares of the Company free from statutory pre-emption rights. Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission") and it is expected that admission will become effective on or around 12 May 2020.

It is expected that the Placing Shares rank as "eligible shares" and will be capable of being a "qualifying holding" for the purposes of investment by VCTs, and that the Company expects it can issue EIS 3 "compliance certificates" for the purpose of EIS.

Panmure Gordon (UK) Limited is acting as Nominated Adviser and sole Bookrunner to the Company and no one else in relation to the Placing. Accordingly, it will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to its clients nor for providing advice in relation to the contents of this Announcement or any matter, transaction or arrangement referred to in it.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix II.

This Announcement is released by C4X Discovery Holdings plc and contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging the release of this Announcement on behalf of the Company is Bradley Richard Hoy, a director of the Company.