Proposed Placing and Subscription and Notice of General Meeting: 22 February 2016
5th February 2016 - 10:46 amProposed fundraising to finance the pivotal Phase III trial for the Company’s lead product, Lupuzor™
Friday, February 5, 2016 – 10:46
ImmuPharma PLC (LSE:IMM) (“ImmuPharma” or the “Company”), the specialist drug discovery and development company, is pleased to announce a proposed conditional fund raise of not less than £7.5 million. This includes a proposed conditional non-pre-emptive placing of not less than 11,824,877 Placing Shares at a price of 26 pence per Placing Share to raise approximately not less than £3.1 million, and the proposed entry by the Company into a subscription agreement with Lanstead Capital L.P., an institutional investor, together with a related sharing agreement, to raise approximately £4.4 million.
Highlights
- Proposed conditional placing of not less than 11,824,877 new ordinary shares of 10 pence each in the Company (“Placing Shares“) with existing and new institutional and other investors at a price of 26 pence per Placing Share (“Placing Price“) to raise gross proceeds of approximately not less than £3.1 million, representing approximately not less than 13.3 per cent. of the Company’s existing issued share capital (the “Placing“);
- Placing Price represents a discount of 10.3 per cent. to the closing mid-market price on 4 February 2016, being the last practicable date prior to the date of this announcement;
- Proposed conditional subscription of 17,021,277 new ordinary shares of 10 pence each in the Company (the “Subscription Shares“) by Lanstead Capital L.P. (“Lanstead“) at an issue price of 26 pence per Subscription Share (the “Issue Price“) to raise gross proceeds of approximately £4.4 million, representing approximately 19.2 per cent. of the Company’s existing issued share capital (the “Subscription”).
- 15 per cent. of the £4.43 million gross proceeds of the Subscription, being c.£0.66 million, will be retained by the Company and the balance of £3.76 million will be pledged by the Company pursuant to a sharing agreement with Lanstead (the “Sharing Agreement“). The Sharing Agreement, details of which are set out below, entitle the Company to receive back those proceeds on a pro rata monthly basis over a period of 18 months, subject to adjustment upwards or downwards each month depending on the Company’s share price at the time. The Sharing Agreement provides the opportunity for the Company to benefit from positive future share price performance.
- The Company has also agreed to issue to Lanstead 851,064 Ordinary Shares (the “Value Payment Shares“) pursuant to the Sharing Agreement.
- The total gross proceeds of the Placing and the Subscription receivable by the Company, expected to be approximately not less than £7.5 million, subject to the Sharing Agreement, will be used primarily to fund:
- the pivotal Phase III clinical trial of Lupuzor™, the Company’s lead programme for the potential breakthrough compound for Lupus, the life threatening auto immune disease; and
- the Company’s working capital requirements through to 2018.
- Certain Directors of the Company and Simbec-Orion, the international CRO conducting the Lupuzor™ Phase III trial, intend to participate in the Placing.
The Placing is conditional, inter alia, on the approval of the resolutions by shareholders of the Company at a general meeting to be held on or around 10 a.m. on 22 February 2016 at the offices of Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL (the “General Meeting”), and on the admission of the Placing Shares to trading on AIM.
The Placing is being conducted through an accelerated bookbuild (the “Bookbuild”) which will be launched immediately following this Announcement. Members of the public are not eligible to take part in the Placing.
The Company has applied to HM Revenue and Customs to receive advance assurance that it is a qualifying holding for the purposes of the Venture Capital Trust rules (“VCT Advance Assurance“) and / or a qualifying company for the purposes of the Enterprise Investment Scheme (“EIS Advance Assurance“). However, there can be no certainty that either VCT Advance Assurance or EIS Advance Assurance will be granted by H M Revenue and Customs.
The Subscription, the Sharing Agreement and the issue of the Value Payment Shares are conditional, inter alia, on the approval of the resolutions by shareholders of the Company at the General Meeting, and on the admission of the Subscription Shares and Value Payment Shares to trading on AIM
A circular to Shareholders, including a notice convening the General Meeting, will be despatched shortly and will also be available on the Company’s website shortly at www.immupharma.co.uk
Panmure Gordon (UK) Limited (“Panmure Gordon“) is acting as Financial Adviser, Nominated Adviser and joint Corporate Broker in respect of the Placing.
Tim McCarthy, Chairman of ImmuPharma, commented:
“ImmuPharma is in an enviable position of owning a potential blockbuster drug in Lupuzor™, which has been awarded the ‘gold standard’ by the FDA of a special protocol assessment and fast track status due to its strong efficacy and safety profile. With the pivotal Phase III trial having commenced, the proceeds of the Placing and Subscription provide us with the necessary funding to complete this trial.
We are confident that throughout this year and the next, further value enhancing news-flow will be announced on the progress of our Lupuzor™ Phase III trial with top line results at the end of 2017, as well providing updates on the development of our earlier stage pipeline. We look forward to updating the market on the successful completion of the Placing in the near future.”
For further information please contact:
ImmuPharma plc
Tim McCarthy, Chairman + 44 (0) 20 7152 4080
Lisa Baderoon, Head of Investor Relations + 44 (0) 7721 413496
Panmure Gordon (Financial Adviser, Nominated Adviser & joint Broker)
+44 (0) 20 7886 2500
Fred Walsh, Duncan Monteith, Corporate Finance
Charles Leigh-Pemberton, Corporate Broking
Capital Access Group (Investor Relations)
+44(0)20 3763 3400
Simon Courtenay
Elliott Berstock
INTRODUCTION
I am pleased to inform you that the Board announced today that the Company has raised in aggregate, subject to certain conditions, not less than £7,500,000 by way of a placing of 11,824,877 new Ordinary Shares at a placing price of 26 pence per Ordinary Share and by way of a subscription of 17,021,277 new Ordinary Shares at an issue price of 26 pence per Ordinary Share.
The Placing and Subscription is conditional (amongst other things) upon the passing of the Resolutions in order to ensure that the Directors have the necessary authorities and powers to allot the Placing Shares and Subscription Shares for cash on a non-pre-emptive basis. A General Meeting is therefore being convened for the purpose of considering the Resolutions at 10 a.m. on 22 February 2016 at the offices of Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL.
The Circular is to provide you with details of, and the reasons for, the Placing and Subscription, and why the Directors believe it to be in the best interests of the Company and its Shareholders and, further, why they recommend that you vote in favour of the Resolutions. The Directors intend to vote in favour of the Resolutions in respect of their legal and/or beneficial shareholdings amounting, in aggregate, to 26,648,779 Ordinary Shares representing approximately 30.1 per cent. of the Existing Ordinary Shares.
BACKGROUND TO AND REASONS FOR THE PLACING AND SUBSCRIPTION, AND USE OF PROCEEDS
Background
Immupharma is a drug development company headquartered in London and listed on the AIM market of the London Stock Exchange (LSE: IMM) with research operations in France. Immupharma is dedicated to the development of novel drugs, largely based on peptide therapeutics, to treat serious medical conditions such as autoimmune diseases. Immupharma has five drug candidates in development, two platform technologies and approximately 70 patents. Lupuzor™, a potential treatment for the autoimmune chronic inflammatory disease Lupus, is Immupharma’s key product and most advanced drug, having commenced its pivotal Phase III trial in 2015, and which the Directors believe targets a highly unmet market due to the lack of safe and effective treatments currently available.
Immupharma’s strategy and risk-averse business model is different from many of its peers, and its management team has extensive experience in senior positions in some of the world’s leading pharmaceutical companies.
Immupharma has important collaboration arrangements with the Centre National de la Recherché Scientifique (CNRS), the French National Council for Scientific Research and the largest basic research organisation in Europe, relating to the therapeutic use of peptides and peptide derivatives. In collaboration with CNRS, Immupharma has adopted an outsourcing model where development activities are assigned to contract research organisations (“CROs”), maintaining low costs. Immupharma continues to manage the development of its own assets up to commercialisation, but will also seek collaborative agreements with larger pharmaceutical companies at an earlier stage, where viable.
Lupuzor™ (Forigerimod) – Treatment of Lupus
Immupharma’s lead product candidate, Lupuzor™, also known by its chemical name ‘Forigerimod’, targets Lupus, an autoimmune disease for which there is currently no cure or specific treatment. Lupuzor™ was successfully licensed to Cephalon, Inc in February 2009, in which Immupharma received $45 million, with a $500 million cash milestone payment structure plus high royalties on future sales. In late 2011, following the acquisition of Cephalon by Teva Pharmaceuticals, Immupharma regained all product rights to Lupuzor™.
Lupus (frequently manifested as Systemic Lupus Erythematosus) is a chronic, life-threatening autoimmune, inflammatory disease with a pattern of flares and remission. Lupus can affect multiple organs such as skin, joints, kidneys, blood cells, heart and lungs. It can appear in a multitude of forms, making diagnosis difficult with patients presenting to several different specialists (mainly dermatologists, rheumatologists and nephrologists). Awareness of the disease has steadily increased in recent years, and the Directors believe this will continue to do so due to well-organised patient groups and increased research and development activity into new treatments.
There are an estimated five million people globally suffering from Lupus, with approximately 1.5 million patients in the US, Europe and Japan (Source: Lupus Foundation of America). Current ‘standard of care’ treatments, including steroids and immunosuppressants, can potentially have either serious side effects for patients or limited effectiveness, with over 60 per cent. of patients not adequately treated. GSK’s Benlysta is the first Lupus drug approved in over 50 years and paves the path to market for Lupuzor™. Based on conservative estimates, and taking into account that Benlysta is priced currently at approximately $35,000 per patient per year, Lupuzor™ would be entering a market with the potential for multi-billion dollar sales.
The Directors believe that Lupuzor™, which was invented by Prof. Sylviane Muller, Chair of Therapeutic Immunology at CNRS, has the potential to be a novel specific first-line drug therapy for the treatment of Lupus by specifically modulating the immune system and halting disease progression in a substantial proportion of patients. Lupuzor™ has a unique mechanism of action that modulates the activity of CD4 T-cells which are involved in the cell-mediated immune response which leads to the Lupus disease. Lupuzor™, taken over the long term, is believed by the Directors, as indicated in earlier stage clinical trials, to prevent the progression of Lupus rather than just treating its symptoms, with the rest of the immune system retaining the ability to work normally.
There will be a number of routes to market Lupuzor™ which are open for consideration upon receipt of approval by the FDA, which the Directors believe could be: a global licensing deal, with the partner offering Immupharma royalties on sales; subject to further financing, Immupharma could partner with local distributors whilst controlling the manufacture of the drug through Polypeptide, a world-leader in peptide manufacturing and a longstanding partner of Immupharma, thus over the longer term, retaining a higher margin revenue stream; or the Directors could explore the sale of the asset or the Company, with cash returned to shareholders. The prime objective of any strategy would be to ensure long term shareholder value.
Nucant platform
The nucant platform is a specific family of peptides for cancer and ophthalmology, which contains IPP-204106, Immupharma’s lead compound for cancer and other indications. The rights for this compound have been obtained through the Group’s ongoing research collaboration with CNRS. The molecule is a nucleolin antagonist and has a promising and novel mechanism of action, acting on modulating angiogenesis as well as proliferation. Results from the initial Phase I/IIa trial in cancer patients demonstrated that it met its safety endpoints and showed stabilisation of the disease in 21% of patients. A further Phase I/IIa clinical trial, designed to assess the safety of increasing doses and to identify the optimal dose for treatment, has since been completed. There is the potential for phase II studies in cancer, age-related macular degeneration or diabetic retinopathy in 2016.
Peptide platform
Immupharma has also initiated the development of a novel and innovative peptide technology platform through the collaboration with CNRS, thereby gaining access to pioneering research centred on novel peptide drugs at the University of Bordeaux and the Institut Européen de Chimie et Biologie (IECB). Jointly, Immupharma and CNRS have filed a new co-owned patent controlling this breakthrough peptide technology. The first therapeutic area being targeted is diabetes with glucagon-like peptide -1 agonists, a class of drugs for the treatment of Type II diabetes, as well as initiating the development of novel peptides as glucagon antagonists – one of the novel approaches to treat Type I and Type II diabetes.
Reasons for the Placing and Subscription
Lupuzor™ has completed Phase IIb clinical trials, demonstrating significant efficacy in the treatment of Lupus together with outstanding safety, and has commenced a pivotal Phase III trial. Lupuzor™ has been given a Special Protocol Assessment (SPA) from the US Food and Drug Administration (FDA) with Fast Track Designation, and Immupharma has commenced its pivotal Phase III trial, which Simbec-Orion, a full service international CRO specialising in rare and orphan conditions and which has previous direct experience of Lupus trials, is conducting.
The Phase III trial is a double-blind, randomised, placebo-controlled trial in 200 patients. The study will involve patients dosing for one year, receiving 0.2mg once every month subcutaneously. The study is anticipated to occur in up to 45 investigator sites, 10 sites in the United States and 35 in Europe, screening approximately 270 patients in order to achieve the 200 required for the trial. The recruitment phase is expected to be completed by mid-2016, with the trial completing 12 months later. The European sites will be open by end of Q1 2016 with dosing having commenced, and the Directors believe top-line data is expected to be announced in the second-half of 2017.
Use of Proceeds
Net proceeds of the Placing and the Subscription will be used by Immupharma principally to fund the pivotal Phase III trial of Lupuzor™. The trial has commenced with patients being recruited within 10 centres in the US. 35 European centres will also be open for recruitment over the next few months. Immupharma will also use the proceeds to fund working capital requirements through to 2018.
DETAILS OF THE PLACING
The Company proposes to raise approximately not less than £3.1 million by way of a conditional, non-pre-emptive placing of not less than 11,824,877 Placing Shares at the Placing Price pursuant to the Placing Agreement. Not less than the Minimum Number of Placing Shares will, pursuant to the Placing Agreement, be placed by Panmure Gordon, as agent for the Company, with institutional and other investors.
The Placing Price represents a discount of approximately 10.3 per cent. to the closing mid-market price of the Ordinary Shares of 29 pence on 4 February 2016 (being the last practicable dealing day prior to the date of this announcement). The Minimum Number of Placing Shares will represent approximately not less than 10.0 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.
The Directors had considered whether the Company would be able to extend the offer of Placing Shares to all existing Shareholders but, having discussed this with its professional advisers, decided that the time and expense of doing so could not be justified and would not be in the best interests of the Company at this time. The Placing Shares are not being made available to the public.
The Placing Agreement is conditional upon (amongst other things) the Placing Agreement not having been terminated, the passing of the Resolutions at the General Meeting and Admission occurring on or before 8 a.m. on 22 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 8 a.m. on 24 March 2016).
Furthermore, the issue of any EIS Shares and the VCT Shares is conditional upon EIS Advance Assurance and VCT Advance Assurance respectively being obtained prior to 22 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 23 March 2016). Despite EIS Advance Assurance having previously been obtained by the Company, a further application has been submitted following the change to the rules applying to the Enterprise Investment Schemes. There can be no certainty that either VCT Advance Assurance or EIS Advance Assurance will be granted by HM Revenue and Customs, or that either VCT Advance Assurance or EIS Advance Assurance will be forthcoming in advance of the General Meeting. The Placing will nonetheless proceed (subject to the other conditions of the Placing Agreement) for the Placing Shares which are not EIS Shares or VCT Shares even if Advance Assurances are not obtained so long as they constitute not less than the Minimum Number of Placing Shares.
The Placing Agreement contains warranties from the Company in favour of Panmure Gordon in relation to (amongst other things) the Company and its business. In addition, the Company has agreed to indemnify Panmure Gordon in relation to certain liabilities it may incur in undertaking the Placing. Panmure Gordon has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, it may terminate in the event that there has been a material breach of any of the warranties or for force majeure.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the passing of the Resolutions at the General Meeting, it is expected that Admission will become effective in respect of, and that dealings will commence on AIM in, the Placing Shares on 25 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 8.00 a.m. on 24 March 2016).
The Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future distributions declared, paid or made in respect of the Existing Ordinary Shares following the date of Admission.
THE SUBSCRIPTION
Pursuant to a proposed conditional subscription agreement between the Company and Lanstead (the “Subscription Agreement“), 17,021,277 new Ordinary Shares (the “Subscription Shares“) will be issued to Lanstead at the Issue Price for an aggregate subscription price of £4.43 million before expenses (the “Subscription“). The Subscription is conditional, amongst other things, on the approval of the Company’s shareholders at the General Meeting of resolutions granting the directors of the Company authority to allot the Subscription Shares and dis-applying statutory pre-emption rights in relation to such allotment. Further details of the General Meeting are set out below.
Conditional on the passing of the resolutions to be put to shareholders at the General Meeting, c.£0.66 million of the Subscription proceeds (being 15 per cent. of the Subscription) will be retained by the Company and c.£3.76 million will be pledged to Lanstead under the Sharing Agreement under which Lanstead will then make, subject to the terms and conditions of that Sharing Agreement, monthly settlements (subject to adjustment upwards or downwards) to the Company over 18 months, as detailed below. As a result of entering into the Sharing Agreement the aggregate amount received by the Company under the Subscription and the related Sharing Agreement may be more or less than £4.43 million, as further explained below.
The Subscription is conditional upon there being: (i) no breach of certain customary warranties given by the Company to Lanstead at any time prior to admission to trading on AIM of the Subscription Shares; and (ii) no force majeure event occurring prior to admission to trading on AIM of the Subscription Shares.
THE SHARING AGREEMENT
As part of the Subscription, the Company will enter into the Sharing Agreement, pursuant to which Immupharma will return an amount equal to 85 per cent. of the gross proceeds of the Subscription to Lanstead. The Sharing Agreement will enable the Company to share in any share price appreciation over the Benchmark Price (as defined below). However, if the Company’s share price remains less than the Benchmark Price then the amount received by the Company under the Sharing Agreement will be less than the 85 per cent. of the gross proceeds of the Subscription which were pledged by the Company to Lanstead at the outset.
The Sharing Agreement provides that the Company will receive 18 equal monthly settlement amounts as measured against a benchmark share price of 34.6667 pence per Ordinary Share (the “Benchmark Price“). The monthly settlement amounts for the Sharing Agreement are structured to commence two months following the admission to AIM of the Subscription Shares under the Sharing Agreement.
If the measured share price (the “Measured Price”), calculated as the average volume weighted share price of the Company’s Ordinary Shares over an agreed period prior to the monthly settlement date, exceeds the Benchmark Price, the Company will receive more than 100 per cent. of that monthly settlement due on a pro rata basis according to the excess of the Measured Price over the Benchmark Price. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements and the amount available in subsequent months is not affected. Should the Measured Price be below the Benchmark Price, the Company will receive less than 100 per cent. of the monthly settlement calculated on a pro rata basis and the Company will not be entitled to receive the shortfall at any later date.
For example, if on a monthly settlement date the calculated Measured Price exceeds the Benchmark Price by 10 per cent., the settlement on that monthly settlement date will be 110 per cent. of the amount due from Lanstead on that date. If on the monthly settlement date the calculated Measured Price is below the Benchmark Price by 10 per cent., the settlement on the monthly settlement date will be 90 per cent. of the amount due on that date. Each settlement as so calculated will be in final settlement of Lanstead’s obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the date of each and every monthly settlement, Immupharma would receive aggregate proceeds of £4.43 million (before expenses) from the Subscription and Sharing Agreement, made up of the £0.66 million of the Subscription initially retained by the Company and 18 monthly settlements of approximately £0.21 million.
The Company will pay Lanstead’s legal costs incurred in the Subscription and in entering into the Sharing Agreement and, in addition, has agreed to issue to Lanstead 851,064 ordinary shares of 10 pence each in the Company (the “Value Payment Shares”). The issue of the 851,064 Value Payment Shares is, like the Subscription Shares, subject to approval at the General Meeting.
In no event will fluctuations in the Company’s share price result in any increase in the number of Subscription Shares issued by the Company or received by Lanstead. The Directors believe that a decline in the Company’s share price would not result in any advantage accruing to Lanstead and the Sharing Agreement allows both Lanstead and the Company to benefit from future share price appreciation.
SIMBEC ORION
In January 2015, Simbec-Orion Group Limited entered into a collaboration agreement with the Company under which, amongst other things, it agreed to reinvest a proportion of the fees which its group generated in acting as CRO on the Lupuzor Phase III clinical study. This reinvestment was to be by way of subscription in the Company’s Ordinary Shares. Simbec-Orion now intends to subscribe for Placing Shares in the Placing and, conditional on completion of the Placing, its reinvestment obligation under the collaboration agreement will lapse.
US INVESTOR TERM SHEET
On 27 July 2015, the Company announced that it had signed a term sheet with a US investor for up to $14 million of funding. In view of the Placing which is being undertaken, the Company has no current intention of formalising or utilising such funding.
CURRENT TRADING AND OUTLOOK
Immupharma announced its interim results for the six months to 30 June 2015 on 30 September 2015. Please refer to Immupharma’s announcement as notified through the Regulatory Information Service and made available on Immupharma’s website at: www.immupharma.co.uk
Financial highlights for the period included:
- Cash position as at 30 June 2015 of £3.29m (H1 2014: £5.18m)
- Loss for the Period of £1.54m (H1 2014: £1.83m)
- Basic and diluted loss per share of 1.74p (H1 2014: 2.23p)
Immupharma is focused on ensuring the successful progress of the late stage clinical development of Lupuzor™ through its pivotal Phase III trial. Key future milestones include first dosing and completion of the recruitment of 200 patients in 2016. Immupharma will is also progressing its other earlier stage pipeline candidates through clinical development whilst exploring other opportunities around Lupuzor’s™ mechanism of action and its applicability to other autoimmune conditions. Following the Placing and Subscription, the Directors remain excited for the prospects for the future of Immupharma, particularly in progressing Lupuzor™ through its Phase III trial.
GENERAL MEETING AND RESOLUTIONS
The Company currently does not have sufficient authority to allot Ordinary Shares under the Act to effect the Placing and Subscription. Accordingly the Resolutions, summarised below, are being proposed at the General Meeting to ensure that the Directors have sufficient authority to allot the Placing Shares and Subscription Shares on a non-pre-emptive basis. These authorities are in addition to those given to the Directors at the Company’s last AGM.
Resolution 1: Specific authority to allot shares
Resolution 1 is an ordinary resolution to grant authority to the Directors under section 551 of the Act to allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £4,615,385 such authority expiring on the earliest to occur of 31 December 2017 and the date of the Company’s next Annual General Meeting.
Resolution 2: Removal of restriction on authorised share capital
The Companies Act 2006 abolished the concept of authorised share capital, but with any existing limitations in a company’s constitution remaining in place. We are therefore proposing Resolution 2 as an ordinary resolution to remove the legacy restriction on the authorised share capital of the Company set out in the Articles of Association.
Resolution 3: Specific disapplication of pre-emption rights
Resolution 3 is a special resolution which, if passed, will empower the Directors, pursuant to section 570(1) of the Act, to allot equity securities for cash pursuant to the authority conferred by Resolution 1 up to an aggregate nominal amount of £4,615,385 on a non-pre-emptive basis, such authority expiring on the earliest to occur of 31 December 2017 and the date of the Company’s next Annual General Meeting.
The amount proposed to be raised pursuant to the allotment is 26p per share, representing a discount of approximately 10.3 per cent. to the closing mid-market price of the Ordinary Shares of 29 pence on 4 February 2013 (being the last practicable dealing day prior to the date of this document). The Directors believe that this is an acceptable level of discount at which to conduct a non-pre-emptive placing as the costs of undertaking a pre-emptive fundraising would be significant.
If passed, this authority, in conjunction with the authority proposed pursuant to Resolution 1, will enable the Directors to effect the Placing and the Subscription on a non-pre-emptive basis.
Resolutions 1 and 2 are ordinary resolutions and require a majority of more than 50 per cent. of the votes cast to be passed. Resolution 3 is a special resolution and requires the approval of not less than 75 per cent. of the votes cast to be passed. If Resolutions 1 and 3 are not passed by the requisite majority, the Placing and the Subscription will not proceed.
The Notice of General Meeting is contained at the end of the Circular and sets out the Resolutions in full. The General Meeting is to be held at the offices of Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL at 10am on 22 February 2016.
RECOMMENDATION
The Directors consider that the Placing, the Subscription and the Resolutions are in the best interests of the Company and its Shareholders as a whole, and accordingly recommend that Shareholders vote in favour of the Resolutions, as they intend to do in respect of their own legal and/or beneficial shareholdings, amounting, in aggregate, to 26,648,779 Ordinary Shares (representing approximately 30.07 per cent. of the Existing Ordinary Shares).
APPENDIX – DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
Act
The UK Companies Act 2006, as amended.
Admission
Admission of the Placing Shares, Subscription Shares and Value Payment Shares to trading on AIM becoming effective in accordance with the AIM Rules.
Advance Assurance
Receipt of advance assurance from HM Revenue & Customs that the Company is a qualifying holding for the purposes of the Venture Capital Trust rules (VCT Advance Assurance) and / or a qualifying company for the purposes of the Enterprise Investment Scheme (EIS Advance Assurance).
AIM
The market of that name operated by the London Stock Exchange.
AIM Rules
The AIM Rules for Companies, which sets out the rules and responsibilities for companies whose shares are admitted to trading on AIM, as amended from time to time.
Articles of Association
The articles of association of the Company.
Benchmark Price
34.667p per Ordinary Share.
Board or Directors
The board of directors of the Company.
Circular
This circular of the Company giving (amongst other things) details of the Placing and incorporating the Notice of General Meeting.
Company or Immupharma
Immupharma plc, a public limited company incorporated in England and Wales under registered number 03929567.
CREST
The relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations).
EIS Shares
Any Placing Shares whose issue pursuant to the Placing is, besides the other conditions in the Placing Agreement, also conditional on EIS Advance Assurance being obtained prior to 22 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 23 March 2016).
Enlarged Share Capital
The 118,319,681 Ordinary Shares in issue immediately following Admission assuming the Minimum Number of Placing Shares are issued pursuant to the Placing, and that the Subscription Shares and Value Payment Shares are issued pursuant to the Subscription Agreement and Sharing Agreement.
Existing Ordinary Shares
The 88,622,463 Ordinary Shares in issue at the date of this announcement, all of which are admitted to trading on AIM.
General Meeting
The general meeting of the Company to be held at 10 a.m. on 22 February 2016, notice of which is set out at the end of the Circular.
Group
The Company, its subsidiaries and subsidiary undertakings.
Lanstead
Lanstead Capital L.P.
London Stock Exchange
London Stock Exchange plc.
Measured Price
The average volume weighted share price of the Company’s Ordinary Shares over an agreed period prior to the monthly settlement date.
Minimum Number of Placing Shares
11,824,877 Placing Shares.
Notice of General Meeting
The notice of General Meeting, set out at the end of the Circular.
Ordinary Shares
Ordinary shares of 10 pence each in the capital of the Company.
Panmure Gordon
Panmure Gordon (UK) Limited, a company incorporated in England and Wales with company number 4915201, authorised and regulated by the Financial Conduct Authority.
Placing
The proposed conditional, non-pre-emptive placing by Panmure Gordon (on behalf of the Company) of the Placing Shares at the Placing Price.
Placing Agreement
The conditional agreement dated 5 February 2016 relating to the Placing, between the Company and Panmure Gordon.
Placing Price
26 pence per Placing Share.
Placing Proceeds
The net proceeds of the issue of the Placing Shares pursuant to the Placing.
Placing Shares
New Ordinary Shares which are to be conditionally placed for cash with investors in accordance with the terms of the Placing Agreement and whose allotment and issue is conditional (amongst other things) on the passing of the Resolutions and, in the case of the VCT Shares and the EIS Shares, the receipt of Advance Assurance.
Regulations
The UK Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended.
Resolutions
The resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting.
Subscription
The conditional share subscription by Lanstead.
Shareholders
The holders of Ordinary Shares from time to time, each individually a “Shareholder”.
Sharing Agreement
The sharing agreement, as described above.
Subscription Agreement
The subscription agreement, as described above.
Subscription Shares
17,021,277 new Ordinary Shares to be issued to Lanstead pursuant to the Subscription.
UK or United Kingdom
The United Kingdom of Great Britain and Northern Ireland.
US or United States
The United States of America, its territories and possessions, any state of the United States and the District of Columbia.
Value Payment Shares
851,064 new Ordinary Shares issued to Lanstead, pursuant to the Sharing Agreement.
VCT Shares
Any Placing Shares whose issue pursuant to the Placing is, besides the other conditions in the Placing Agreement, also conditional on VCT Advance Assurance being obtained prior to 22 February 2016 (or such later date as Panmure Gordon and the Company may agree, being not later than 23 March 2016).
All references in this announcement to “£”, “pence” or “p” are to the lawful currency of the United Kingdom, all references to “US$” or “$” are to the lawful currency of the United States.