TIDMFAB
RNS Number : 0312A
Fusion Antibodies PLC
19 May 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
19 May 2023
Fusion Antibodies plc
("Fusion" or the "Company")
Placing, Subscription and Retail Offer
Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical
antibody discovery, engineering and supply for both therapeutic
drug and diagnostic applications, announces that it has
conditionally raised c. GBP1.56 million (before expenses) through
the issue of 31,171,746 new ordinary shares of 4p each in the
capital of the Company ("Ordinary Shares") at a price of 5 pence
per new Ordinary Share (the "Issue Price"), as follows:
-- GBP1,421,587.30 (before expenses) has been raised by way of a
placing of 28,431,746 new Ordinary Shares (the "Placing Shares") at
the Issue Price with new investors and existing shareholders (the
"Placing"), which will be conducted in two tranches as to (i)
2,601,494 Placing Shares which will be issued and allotted
utilising the Company's existing shareholder authorities to issue
new Ordinary Shares on a non-pre-emptive basis and (ii) 25,830,252
Placing Shares, which shall be subject to the passing of
resolutions at a general meeting of the Company; and
-- certain of the directors of the Company (the "Directors" or
together, the "Board") and their closely associated persons (as
defined in UK MAR) have directly subscribed with the Company for,
in aggregate, 2,740,000 new Ordinary Shares (the "Subscription
Shares") at the Issue Price (the "Subscription"), conditionally
raising GBP137,000 (before expenses).
In addition to the Placing and Subscription, the Company
announces a separate retail offer to existing shareholders of the
Company via the REX Retail Platform of up to 10,000,000 new
Ordinary Shares (the "Retail Offer Shares") to conditionally raise
up to a further GBP0.5 million (before expenses) at the Issue Price
(the "Retail Offer", and together with the Placing and the
Subscription, the "Fundraise"). The Retail Offer will provide
existing UK retail shareholders in the Company with an opportunity
to participate in the Fundraise. A separate announcement will be
made shortly by the Company regarding the Retail Offer and its
terms (the "Retail Offer Announcement"). For the avoidance of
doubt, the Retail Offer is not part of the Placing.
Allenby Capital Limited (" Allenby Capital ") is acting as sole
broker in connection with the Placing.
Key Highlights
-- Placing and Subscription to conditionally raise c. GBP1.56
million (before expenses) through the issue of 31,171,746 new
Ordinary Shares at the Issue Price.
-- Retail Offer to existing shareholders resident in the United
Kingdom to conditionally raise up to GBP0.5 million (before
expenses) through the issue of 10,000,000 new Ordinary Shares at
the Issue Price.
-- The Issue Price represents a discount of approximately 84 per
cent. to the closing mid-market price of an Ordinary Share on 18
May 2023, being the latest practicable date prior to the
publication of this announcement.
-- The Fundraise will take place in two tranches, as follows:
-- 2,601,494 Placing Shares (the "First Tranche Placing Shares")
will be issued and allotted utilising the Company's existing
shareholder authorities to issue new Ordinary Shares on a
non-pre-emptive basis granted at the Company's annual general
meeting held on 23 September 2022 (the " 2022 AGM "); and
-- 25,830,252 Placing Shares (the "Second Tranche Placing
Shares"), the 2,740,000 Subscription Shares and any shares issued
pursuant to the Retail Offer will be issued and allotted
conditional, inter alia, upon the passing of resolutions to
authorise such issues and allotments (the "Resolutions") to be put
to holders of Ordinary Shares ("Shareholders") at a general meeting
of the Company (the "General Meeting").
-- The General Meeting is proposed to be held at the offices of
Fusion Antibodies at 1 Springbank Road, Springbank Industrial
Estate, Dunmurry, Belfast BT17 0QL at 10.00 a.m. on 8 June 2023 and
a circular including a notice of General Meeting will be sent to
Shareholders following the closing of the Retail Offer.
-- The Placing Shares and Subscription Shares will represent
approximately 120 per cent. of the existing issued share capital of
the Company ("Existing Ordinary Shares"). Assuming full take-up of
the Retail Offer, the Placing Shares, Subscription Shares and
Retail Offer Shares (together, the "Fundraise Shares") will
represent 158 per cent. of the Existing Ordinary Shares and
approximately 61 per cent. of the share capital of the Company as
enlarged by the Fundraise.
-- The Placing is not being underwritten.
Fusion Antibodies CEO, Adrian Kinkaid said : "We are pleased to
say that we have been able to raise funds in an extremely
challenging market, and this, combined with the cost saving
measures that we will be implementing, will provide us with the
necessary capital we need to progress the business. We hugely value
our shareholders, and we are delighted that we are able to include
a retail offer in addition to the Placing and Subscription,
allowing existing shareholders who wish to participate to do
so.
"The funds will be used to, amongst other matters, support the
delivery of the Integrated Therapeutic Antibody Service. We look
forward to further updating our shareholder base in due course and
would like to thank them for their continued support."
Further details of the Fundraise are set out below.
Enquiries:
Fusion Antibodies plc www.fusionantibodies.com
Adrian Kinkaid, Chief Executive Officer Via Walbrook PR
James Fair, Chief Financial Officer
Allenby Capital Limited Tel: +44 (0)20 3328
5656
James Reeve/Vivek Bhardwaj (Corporate
Finance)
Tony Quirke/Joscelin Pinnington (Sales
and Corporate Broking)
Walbrook PR Tel: +44 (0)20 7933 8780 or fusion@walbrookpr.com
Anna Dunphy Mob: +44 (0)7876 741
001
Background to and reasons for the Fundraise
Fusion has specialized in protein engineering for therapeutic
antibodies. Having built up a range of individual services, the
Company announced in its half yearly report that it was introducing
an integrated approach to its service offering to better service
the Company's clients in their therapeutic antibody discovery. The
Company has begun offering this end-to-end package as an Integrated
Therapeutic Antibody Service ("ITAS"). ITAS will bring together the
various service offerings currently provided by the Company into a
continuous project, managed by Fusion. The Directors believe that
it will provide its customers with a number of benefits including
the reduction in process timelines and reduction in risk. The
Directors believe that it will also provide Fusion with the ability
to retain customers for more of the overall development process
which will provide an increased opportunity to negotiate success
milestones and royalties into future contracts.
In parallel with the launch of ITAS, the Company has been
pursuing its research programme to develop a novel therapeutic
antibody discovery platform, OptiMAL(R) . This comprises a novel
DNA library of antibody sequences and a Mammalian Display platform
to enable the library to be expressed on the surface of mammalian
cells as fully intact IgG antibodies. The OptiMAL(R) discovery
platform has a number of benefits and the Directors remain
optimistic about its likely reception by the market, including
large pharma. It is expected that the output from OptiMAL(R) will
be capable of being incorporated into the ITAS offering to enhance
customer outcomes.
The Company has also commenced the development of two further
discovery platforms based on the component parts from OptiMAL(R)
that, the Directors believe, have the ability to further broaden
the Company's integrated service offering. These are:
-- OptiPhage(TM) , a phage display based version of the same DNA
library. OptiPhage(TM) uses the same DNA sequences as OptiMAL(R)
but packages them into a more commonly used Phage display format.
Only smaller antibody fragments can be screened in this way,
compared to whole antibodies via OptiMAL(R), but it can be run at a
lower price point for the customer. The Directors believe that the
provision of OptiPhage(TM) provides the Company with an ability to
protect the premium pricing of the OptiMAL(R) programme whilst
meeting budgetary constraints of its customers. It may also be the
platform of choice for those wanting antibody fragments as their
end product; and
-- AI/ML-Ab (pronounced AIM Lab), a service combining Mammalian
Display with artificial intelligence ("AI") and/or machine learning
("ML") algorithms which will be provided by AI/ML expert
collaborators. The AI/ML algorithms typically produce libraries of
sequences which are an excellent match with the Company's Mammalian
Display platform. Two such collaborators have already signed
Memoranda of Understanding with the Company.
The net proceeds of the Fundraise will support the delivery of
ITAS, to position Fusion as a leading provider of therapeutic
antibody discovery with a suite of proprietary and cutting edge
discovery engines to drive the commercial success of the business.
Initially, the Company will target customer funded projects for the
commercialisation of AI/ML-Ab, while any investments in
OptiPhage(TM) will be subject to customer appetite for the
proposition.
Current trading and outlook
On 6 March 2023, the Company provided an update on unaudited
trading for the year ended 31 March 2023 ("FY2023"). Due to delays
to a number of contracts and continued uncertainty of timescales to
win contracts and to recognise the revenues from those contracts,
the Company expects that revenues for FY2023 are expected to be
significantly reduced on the prior year, and not less than GBP2.8
million. The Company has been carefully managing costs until
revenues return to growth. In particular, headcount has been
reduced during FY2023 from that in the financial year ended 31
March 2022 ("FY2022"). Additional steps taken, such as cross
training of staff from different laboratories, has had the combined
benefit of minimising impact on capacity or capability to deliver
customer and R&D projects and preparing for the ITAS
projects.
While trading in the second half of FY2023 was particularly
challenging, the Company has responded with the announcement of
ITAS and a Mammalian Display service to be provided to companies
with AI/ML discovery platforms. Negotiations are progressing with
two AI/ML companies and Memoranda of Understanding have been signed
with both.
Whilst there remains a significant amount of uncertainty over
the timing and implementation of future contract wins due to the
reduced investment in the broader biotech sector, the Company
expects trading to recover incrementally over the short to medium
term both in respect of existing services and the new services
coming on stream.
In light of the macro-economic headwinds which the Company and
its customers are facing, the Board has identified up to a further
GBP2.2 million of annualized costs savings that can be implemented
in the near-term. This cost saving includes a significant reduction
in headcount across all levels of the Company, including the
Company's non-executive directors having agreed to forgo all
remuneration that they are entitled to and the Company's executive
directors having agreed to changes in their remuneration to further
conserve cash until such time that the Company's trading has
recovered to an appropriate level. The Directors believe that,
notwithstanding these cost reductions, the Company will still be
able to progress the launch of ITAS. Where possible, the Company
will seek client contributions for further collaborative trials
with a view to full commercialization of OptiMAL(R) and the initial
AI/ML-Ab and OptiPhage(TM) projects.
Use of proceeds
The net proceeds receivable by the Company pursuant to the
Placing and Subscription are approximately GBP1.42 million. The
Company intends to use the proceeds, along with along with any
proceeds from the Retail offer, to provide near-term working
capital, as well as fund non-recurring restructuring costs
associated with the cost savings of approximately GBP0.1 million.
The Company will focus on revenue generating commercial projects
over R&D projects, whilst still progressing the continued
delivery of the OptiMAL(R) programme, with the support of third
parties where possible.
Based on the Company's conservative internal estimations for
FY2024 and the identified cost savings set out above, the net
proceeds of the Fundraise are expected to provide a cash runway of
at least 18 months. A key strategic focus for the Company will be
seeking to achieve cash neutrality during that timeframe. The
Company will continue to seek to take advantage of all grant
funding made available to it, which is anticipated to enhance the
ability to achieve the runway.
The net proceeds of the Retail Offer will be deployed for the
same purposes as outlined above.
Director change
The Company has been informed by James Fair that he will be
stepping down from the Board as Chief Financial Officer, effective
31 May 2023. A further announcement will be made in due course in
respect of the appointment of a new CFO. The Board would like to
thank James for his significant contribution to the Company over
the past 14 years and wish him well in his future endeavours.
Details of the Placing and Subscription
The Placing will result in the issue of a total of 28,431,746
Placing Shares and the Subscription will result in the issue of
2,740,000 Subscription Shares, in each case at the Issue Price.
Together the Placing and the Subscription has conditionally raised
GBP1,558,587.30 before expenses for the Company.
The First Tranche Placing Shares will be issued on a
non-pre-emptive basis pursuant to the authorities granted to the
Board at the Company's 2022 AGM (the "First Placing"). The Second
Tranche Placing Shares and the Subscription Shares will be issued
conditional, inter alia, on the passing of the Resolutions at the
General Meeting (the "Second Placing").
The Placing Shares and the Subscription Shares, when issued and
fully paid, will rank pari passu in all respects with the existing
Ordinary Shares in issue and therefore will rank equally for all
dividends or other distributions declared, made or paid after the
issue of the Placing Shares and the Subscription Shares.
Allenby Capital has entered into the Placing Agreement with the
Company pursuant to which Allenby Capital has, on the terms and
subject to the conditions set out therein (including the occurrence
of First Admission and Second Admission), undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Issue Price. The Placing Agreement contains certain
warranties and indemnities from the Company in favour of Allenby
Capital. The Placing is not being underwritten by Allenby Capital
or any other person.
The Placing is conditional, inter alia, upon First Admission in
respect of the First Tranche Placing Shares and upon the passing of
the Resolutions and Second Admission in respect of the Second
Tranche Placing Shares and the Placing Agreement not being
terminated prior to First Admission or Second Admission. The
Subscription is conditional, inter alia, upon the completion of the
Placing.
The First Placing is not conditional on the Second Placing, the
Subscription or the Retail Offer. Should the Resolutions not be
passed at the General Meeting, the Second Placing, the Subscription
and the Retail Offer will not proceed. The First Placing will not
be affected by any or all of the Second Placing, the Subscription
and Retail Offer failing to complete for any reason.
In order for Second Admission to proceed, Shareholders will need
to approve both Resolutions set out in the Notice of General
Meeting. If either of the Resolutions to be proposed at the General
Meeting are not approved by Shareholders, the Second Tranche
Placing Shares, the Retail Offer Shares and the Subscription Shares
will not be able to be allotted and consequently the Company will
receive significantly less money than anticipated from the
Fundraise. In such circumstances, the Company will have to adapt
its business plans, strategy and cost base accordingly and it is
highly likely that the Company's performance, financial position
and prospects will be adversely affected. In the absence of
availability of any alternative funding solutions, the Directors
consider that it is highly likely that the Company would be
required to appoint an administrator in that instance in order to
protect the interest of creditors. Accordingly, the Directors
consider that it is very important that Shareholders vote in favour
of the Resolutions in order that Second Admission can proceed.
Completion of the Retail Offer is conditional upon, inter alia,
completion of the Placing and the Subscription. However, completion
of the Placing and the Subscription is not conditional on the
completion of the Retail Offer and there is no minimum fundraising
for the Retail Offer. The Retail Offer is available only to
existing shareholders of the Company resident in the United
Kingdom.
Director and PDMR participation
The following Directors and their closely associated persons (as
defined in UK MAR) have conditionally subscribed for a total of
2,740,000 new Ordinary Shares at the Issue Price in the
Subscription:
Director/PDMR/PCA Existing Subscription Beneficial Percentage
beneficial Shares subscribed shareholding of enlarged
shareholding for on completion issued share
of the Fundraise capital (assuming
full take-up
of the Retail
Offer
Simon Douglas 255,800 200,000(1) 455,800 1.11%
-------------- ------------------- ------------------ -------------------
Adrian Kinkaid 4,000 140,000 144,000 0.35%
-------------- ------------------- ------------------ -------------------
Sonya Ferguson 102,587 400,000 502,587 1.22%
-------------- ------------------- ------------------ -------------------
Colin Walsh(2) - 600,000(3) 600,000 1.46%
-------------- ------------------- ------------------ -------------------
Hamniv (GP) Limited(4) - 1,400,000 1,400,000 3.40%
-------------- ------------------- ------------------ -------------------
(1) Subscription Shares applied for by relatives of Simon
Douglas
(2) Colin Walsh is the Chief Executive and founder of Crescent
Capital NI Limited ("Crescent Capital"), which is the fund manager
for Crescent Capital III LP which holds 613,382 Ordinary
Shares.
(3) Subscription shares applied for by Walsh Strategic
Management Limited, a company controlled by Colin Walsh
(4) Hamniv (GP) Limited is a subsidiary of Crescent Capital.
The tables below, which have been provided in accordance with
the requirements of the UK Market Abuse Regulation, provide further
details of the transactions.
Related party transactions
The participation in the Subscription by Simon Douglas, Colin
Walsh, Sonya Ferguson and Adrian Kinkaid and persons closely
associated with them is deemed to be a related party transaction
pursuant to rule 13 of the AIM Rules for Companies. Accordingly,
the Independent Directors of Fusion (being Matthew Baker, Richard
Buick and James Fair) consider, having consulted with the Company's
nominated adviser, Allenby Capital Limited, that the terms of their
participation in the Subscription are fair and reasonable insofar
as the Company's Shareholders are concerned.
Details of the Retail Offer
The Retail Offer will open at 07:01 on 19 May 2023 and be closed
at 12:00 on 22 May 2023.
Conditional upon, inter alia, completion of the Placing, the
Subscription and the passing of the Resolutions, up to 10,000,000
Retail Offer Shares will be issued through the Retail Offer at the
Issue Price to raise gross proceeds of up to approximately GBP0.5
million (before expenses).
Pursuant to the terms of the Retail Offer, the Company will make
the Retail Offer to holders of existing holders of Ordinary Shares
resident in the United Kingdom and only through financial
intermediaries via the REX Retail Platform. Those investors who
subscribe for new Ordinary Shares pursuant to the Retail Offer will
do so pursuant to the terms and conditions of the Retail Offer
contained in the Retail Offer Announcement. The Retail Offer is not
subject to any minimum fundraising. The Retail Offer will be
conditional on completion of the Placing and Subscription.
The Retail Offer Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares, the
Placing Shares and the Subscription Shares.
Admission to trading on AIM
Application has been made to the London Stock Exchange plc for
the First Tranche Placing Shares to be admitted to trading on AIM
("First Admission"). It is currently anticipated that First
Admission will become effective and that dealings in the First
Tranche Placing Shares will commence on AIM at 8.00 a.m. on or
around 24 May 2023.
Subject to, inter alia, the approval of the Resolutions,
application will be made to the London Stock Exchange plc for the
Second Tranche Placing Shares, the Subscription Shares and the
Retail Offer Shares to be admitted to trading on AIM ("Second
Admission"). Assuming the Resolutions are passed at the General
Meeting, it is anticipated that that Second Admission will become
effective and that dealings in the Second Tranche Placing Shares,
the Retail Offer Shares and the Subscription Shares will commence
on AIM at 8.00 a.m. on or around 12 June 2023.
Notice of General Meeting
A circular including a notice convening a General Meeting of the
Company, to be held at the Company's offices at 1 Springbank Road,
Springbank Industrial Estate, Dunmurry , Belfast BT17 0QL at 10.00
a.m. on 8 June 2023 is expected to be sent to Shareholders
following the closing of the Retail Offer and by no later than 23
May 2023. At the General Meeting, Shareholders will be asked to
consider resolutions which, if approved, will provide the Directors
with the authority and power to allot and disapply statutory
pre-emption rights in relation to each of the Second Tranche
Placing Shares, the Retail Offer Shares and the Subscription
Shares.
Total voting rights
On First Admission, the Company will have 28,616,440 ordinary
shares of 4p each in issue, each with one voting right. There are
no shares held in treasury. Therefore, the Company's total number
of ordinary shares in issue and voting rights will be 28,616,440
and this figure may be used by shareholders from First Admission as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.
A further announcement will be made in relation to the total
voting rights in the Company's share capital following Second
Admission.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Adrian Kinkaid
2. Sonya Ferguson
3. Rachel Goldstraw
4. Katherine Douglas
5. Colin Walsh
-------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status 1. CEO
2. Non-Executive Director
3. Daughter of Simon Douglas, Chairman
(a PCA)
4. Daughter of Simon Douglas, Chairman
(a PCA)
5. Non-Executive Director
-------------------------- ----------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Fusion Antibodies plc
-------------------------- ----------------------------------------------
b) LEI 213800KBAYRC9VOQ9V39
-------------------------- ----------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the Ordinary shares of 4p each in Fusion
financial instrument, Antibodies plc
type of instrument
Identification code Identification code (ISIN) for Fusion
Antibodies plc ordinary shares: GB00BDQZGK16
-------------------------- ----------------------------------------------
b) Nature of the transaction Purchase of shares
-------------------------- ----------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 5p 140,000
2. 5p 400,000
3. 5p 100,000
4. 5p 100,000
5. 5p 600,000
----------
-------------------------- ----------------------------------------------
d) Aggregated information: N/A
- Aggregated volume
- Price
-------------------------- ----------------------------------------------
e) Date of the transaction 19 May 2023, to be completed on 12 June
2023
-------------------------- ----------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- ----------------------------------------------
IMPORTANT NOTICES
Notice to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and
Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). The Ordinary Shares are not
appropriate for a target market of investors whose objectives
include no capital loss. Notwithstanding the Target Market
Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income
and no capital protection; and an investment in the Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital projection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Fundraise. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Allenby Capital
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
shares and determining appropriate distribution channels.
Forward Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
General
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Nominated Adviser and Broker to
the Company in connection with the Placing. Allenby Capital will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Fundraise or the Retail Offer. Allenby Capital has not authorised
the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Allenby Capital for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information, save
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About Fusion Antibodies plc
Fusion is a Belfast based contract research organisation ("CRO")
providing a range of antibody engineering services for the
development of antibodies for both therapeutic drug and diagnostic
applications.
The Company's ordinary shares were admitted to trading on AIM on
18 December 2017. Fusion provides a broad range of services in
antibody generation, development, production, characterisation and
optimisation. These services include antigen expression, antibody
production, purification and sequencing, antibody humanisation
using Fusion's proprietary CDRx (TM) platform and the production of
antibody generating stable cell lines to provide material for use
in clinical trials. Since 2012, the Company has successfully
sequenced and expressed over 250 antibodies and successfully
completed over 200 humanisation projects and has an international,
blue-chip client base, which has included eight of the top 10
global pharmaceutical companies by revenue.
The Company was established in 2001 as a spin out from Queen's
University Belfast. The Company's mission is to enable
pharmaceutical and diagnostic companies to develop innovative
products in a timely and cost-effective manner for the benefit of
the global healthcare industry. Fusion Antibodies provides a broad
range of services in antibody generation, development, production,
characterisation and optimisation.
Fusion Antibodies growth strategy is based on combining the
latest technological advances with cutting edge science to deliver
new platforms that will enable Pharma and Biotech companies get to
the clinic faster, with the optimal drug candidate and ultimately
speed up the drug development process.
The global monoclonal antibody therapeutics market was valued at
$135.4 billion in 2018 and is forecast to surpass $212.6 billion in
2022, an increase at a CAGR of 12.0 per cent. for the period 2018
to 2022. In 2017, seven of the world's ten top selling drugs were
antibody-based therapeutics with the combined annual sales of these
drugs exceeding $63.2 billion.
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