C4X Discovery Holdings plc
(“C4XD”, “C4X Discovery” or the “Company”)
Proposed Placing, Subscription and Open Offer
Advancing the next wave of out-licensing opportunities
24 October 2019 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering Drug Discovery company, today announces a proposed conditional Placing of Placing Shares with existing and new institutional investors and Subscription of Subscription Shares by certain Directors to raise a minimum of approximately £5.5 million in aggregate before expenses at the Issue Price of 15 pence per new Ordinary Share.
The net proceeds of the Placing and Subscription will be used to strengthen its balance sheet as near term and other licensing discussions and strategic collaborations progress, and support working capital during the expansion of its pipeline portfolio.
In addition, in order to provide Eligible Shareholders with an opportunity to participate in the fundraise at the Issue Price, subject to the successful closing of the Placing and Subscription, the Company proposes to make an Open Offer to all Eligible 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 9 Existing Ordinary Shares held by Eligible 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 4.30 p.m. GMT today, 24 October 2019. Details of the number of Placing Shares and Subscription Shares and the approximate gross proceeds of the Placing and Subscription will be announced as soon as practicable after the closing of the Bookbuild. The Placing and Subscription is not underwritten.
The Placing, Subscription 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 and Open Offer Agreement between the Company and Panmure Gordon not having been terminated.
For the avoidance of doubt, the Placing and Subscription is not conditional on the Open Offer.
A General Meeting is therefore being convened for the purpose of considering the Resolutions at 11.00 a.m. on 13 November 2019 at the offices of 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 25 October 2019 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.
Further information about the Company, the proposed Placing, Subscription and Open Offer is set out in Appendix I. The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III.
Clive Dix, CEO of C4X Discovery, stated on the proposed Placing and Subscription: “C4XD’s combination of state-of-the-art proprietary technologies, highly experienced scientific team, and industry experience puts the Company in a strong position to fulfil the pharmaceutical industry’s demand for high quality early-stage drug candidates. As momentum continues to build across our key out-licensing projects, we remain confident in our business strategy as partner discussions to date have confirmed commercial interest for our NRF-2 programme for Sickle Cell Disease, alongside our already out-licensed Orexin-1 programme progressing to clinical studies with Indivior. We are excited by our future prospects as we continue to drive value from revenue generating deals and building a sustainable Drug Discovery company.”
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).