The net proceeds of the Placing will be used to support the execution of C4XD’s strategy of becoming the world's most productive, self-sustaining drug discovery engine by strengthening its balance sheet as partnering discussions and strategic collaborations progress, expanding its commercial capability and supporting working capital during the expansion of its pipeline portfolio.
In addition, in order to provide Qualifying Shareholders with an opportunity to participate in the fundraise at the Issue Price, subject to the successful closing of the Placing, the Company proposes to make an Open Offer to all Qualifying Shareholders to raise additional gross proceeds of up to £1.0 million for the Company. The Open Offer is being made on the basis of 1 Open Offer Share for every 42 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date.
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 II. The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 4.00 p.m. GMT today, 18 September 2018. 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.
The Placing and Open Offer is conditional upon, inter alia:
- the passing of the Resolutions in order to ensure that the Directors have the necessary authorities and powers to allot the New Ordinary Shares;
- admission of the New Ordinary Shares to trading on AIM becoming effective; and
the Placing Agreement between the Company and Panmure Gordon not having been terminated.
For the avoidance of doubt, the Placing is not conditional on the Open Offer.
A General Meeting is therefore being convened for the purpose of considering the Resolutions at 10.00 a.m. on 5 October 2018 at Panmure Gordon, One New Change, London EC4M 9AF.
The terms and conditions of the Open Offer will be set out in the Circular. The Open Offer is not underwritten. It is expected that the Circular will be dispatched on or around 19 September 2018, and will also be available at this time on the Company's website at www.c4xdiscovery.com .
The expected timetable of the principal events is set out in Appendix IV.
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.
Commenting on the proposed Placing and Open Offer, Clive Dix, CEO of C4X Discovery, said: “The completion of our deal with Indivior earlier this year further validated our business model and today’s fundraising provides a strong platform for further licensing of our best-in-class small molecule candidates to the pharmaceutical industry. Our technology platform, which includes state-of-the-art proprietary technologies Taxonomy3®, Conformetrix and Molplex are delivering a high value pipeline in important disease areas. Demand from potential partners for early stage assets remains high and we look forward to continuing to drive value from revenue generating deals and building a sustainable drug discovery company.”