Proposed subscription and issuance of shares

RNS Number : 2294I

Advanced Oncotherapy PLC

11 August 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS PREVIOUSLY BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND ALL SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

11 August 2021

ADVANCED ONCOTHERAPY PLC

("Advanced Oncotherapy" or the "Company")

Proposed subscription and issuance of shares to the value of £40 million

Company's largest fundraise to date significantly bolsters balance sheet

Company remains on track to deliver first fully operational LIGHT system with a 230MeV beam by end of 2021

Advanced Oncotherapy (AIM: AVO), the developer of next-generation proton therapy systems for cancer treatment, is pleased to announce an equity fundraise of £37.4 million, before expenses, from new and existing investors through the issue of 93,529,166 new ordinary shares (the "Subscription Shares") at a price of 40 pence per share (the "Issue Price") through a placing and subscription (the "Subscription"). Warrants to subscribe for new ordinary shares will also be issued, further details of which are set out below. In addition, a total of 6,470,880 new Ordinary Shares with an aggregate value of £2.6 million at the Issue Price have been issued by the Company for non-cash consideration comprising the Supplier Fee Shares, the Director Fee Share, the Bonus Shares and the Adviser Fee Shares as detailed below.

The Issue Price represents a premium of 17 per cent to the average closing middle market price of an ordinary share over the past 30-day period and a premium of 13 per cent to the average closing middle market price of an ordinary share on 10 August 2021.

The completion of the Subscription is conditional, inter alia, on the approval by the Company's Shareholders of resolutions to provide authority to the Directors to issue and allot further ordinary shares on a non-pre-emptive basis, which will be sought at a General Meeting, further details of which are set out below.

The funds raised from the Subscription will significantly bolster Advanced Oncotherapy's balance sheet as it moves towards completing the Company's first LIGHT system with a 230MeV beam which is expected by the end of 2021. The Company intends to use the net proceeds of the Subscription to progress the assembly, documentation, verification and validation activities whilst also purchasing the remaining components of the first LIGHT system including payments due to Cosylab for its services provided under the Development Agreement (as detailed below).

Philippe Glatz, a professional investor with significant interests in the health and life science sector, who is also an existing significant shareholder in the Company, is a cornerstone investor in the Subscription. Other key investors in the Subscription include Ahlström Capital, one of Finland's largest investment companies, and Paris-based DNCA Investments, an existing significant shareholder in the Company.

In conjunction with and conditional upon completion of the Subscription, the Company has entered into a new development and supply agreement ("Development Agreement") with Cosylab D.D. ("Cosylab"), an experienced developer, manufacturer and integrator of controls systems in particle therapy facilities and large physics facilities. Cosylab is an existing strategic supplier to Advanced Oncotherapy and has demonstrated its commitment to supporting the Company's mission of democratising proton therapy by subscribing for 8,645,405 Subscription Shares at the Issue Price. Cosylab will provide certain services to Advanced Oncotherapy relating to the development, manufacturing and supply of the Light Room control system which is a key component of the LIGHT system. Cosylab has agreed not to dispose of or encumber any of its Subscription Shares before 17 July 2024. The Company also has a call option under which it may require Cosylab to transfer its Subscription Shares back to Advanced Oncotherapy for nil consideration if Cosylab fails to deliver on its final milestone under the Development Agreement of integration and testing with beam of the Light Room control system. Shareholder approval will be sought at the General Meeting, to be convened, to allow the Company to exercise the call option, should it need to do so.

Cosylab has also agreed to receive 2,488,852 new ordinary shares at the Issue Price in settlement of fees owed ("Supplier Fee Shares").

Further details of Directors' participations in the Subscription and new ordinary shares to be issued to Directors, former directors, employees and advisers is set out thereafter.

Nicolas Serandour, Chief Executive Officer of Advanced Oncotherapy, said:

"This proposed equity fundraise is the largest in the Company's history and it will significantly bolster the Company's balance sheet as we remain on track to deliver the first LIGHT system in the remainder of this year. The Company has also made significant progress on the business development front in the last 18 months, despite the impact of COVID-19, having signed four commercial deals. We believe, therefore, that this proposed fundraise also recognises the potential for the LIGHT system to deliver on the Company's mission of democratising proton therapy as an effective option for the treatment of cancer."

Michael Sinclair (Executive Chairman) and Enrico Vanni (Non-Executive Director) have subscribed for 50,000 Subscription Shares and 500,000 Subscription Shares respectively, at the Issue Price. In addition, the Company has agreed to issue a total of 1,121,892 new ordinary shares at the Issue Price (the "Director Fee Shares") to certain of the Company's Directors and former directors in lieu of fees owed. This includes additional responsibilities undertaken by each director on the respective board committees. In addition, a total of 2,629,386 new ordinary shares (the "Bonus Shares") will be issued as non-cash consideration to certain employees of the Company at the Issue Price, of which a total of 2,500,002 new ordinary shares have been awarded by the Company's Remuneration Committee to certain Directors and senior management as a bonus in recognition of the considerable work undertaken in conjunction with the Subscription. The 2,500,002 Bonus Shares are subject to a two year lock-in period from First Admission.  

Director	Subscription Shares	Director Fee Shares	Bonus Shares	Shareholding on First & Second Admission	% on First Admission	% on Second Admission
Michael Sinclair (Executive Chairman)	50,000	63,543*	416,667	8,810,814	2.01	1.96
Nicolas Serandour (Chief Executive Officer)	-	-	416,667	2,177,134	0.50	0.48
Steve Myers (Executive Director)	-	-	416,667	1,400,569	0.32	0.31
Enrico Vanni (Non-Executive Director)	500,000	100,000	-	3,396,361	0.77	0.76
Michael Bradfield (Non-Executive Director)	-	115,000	-	7,558,240	1.72	1.68
Nick Plowman (Non-Executive Director)	-	102,500	-	4,515,304	1.03	1.00
Hans von Celsing (Non-Executive Director)	-	176,667	-	689,167	0.16	0.15
Mrs. RenHua Zhang** (Non-Executive Director)	-	214,449	-	214,449	0.05	0.05
Lori Cross (Non-Executive Director)	-	60,417	-	60,417	0.01	0.01

*Shares to be issued in lieu of unpaid salary

**Liquid Harmony Ltd currently holds 45,000,000 Ordinary Shares and is represented by Mrs. RenHua Zhang (Non-Executive Director). From First Admission, Liquid Harmony, Mrs. RenHua Zhang and associated partners will hold a total of 45,503,765 Ordinary Shares representing 10.37 per cent on First Admission and 10.12 per cent on Second Admission.

In addition, a total of 230,750 new ordinary shares (the "Adviser Fee Shares") will be issued as non-cash consideration at the Issue Price in lieu of fees due to a number of counterparties including certain financial advisers.

The Company is proposing to issue investors with up to 84,883,761 warrants to subscribe for up to 84,883,761 new Ordinary Shares ("Warrants"). On the date which falls six months following Admission (the "Warrant Issue Date") investors will be issued with one warrant for each Subscription Share that continues to be held by the subscriber on that date. In the event that the number of Subscription Shares held by a subscriber on the Warrant Issue Date has decreased compared to the number of Subscription Shares issued to them, the number of Warrants to be issued to the subscriber will be adjusted accordingly. The Warrants will be exercisable at 60 pence per share from the Warrant Issue Date and for a period of 36 months following Admission. The exercise price of the Warrants represents a premium of 76 per cent to the average closing middle market price of an ordinary share over the past 30-day period. The issue of the Warrants is conditional on the passing of the resolutions to be put to shareholders of the Company at the General Meeting to provide authority to the Directors to issue and allot further Ordinary Shares on a non-pre-emptive basis. The Warrants will not be admitted to trading on AIM or any other stock exchange. Cosylab will not receive any Warrants in respect of its Subscription Shares or Supplier Fee Shares. In addition, Warrants will not be issued in conjunction with the Director Fee Shares, Bonus Shares or Adviser Fee Shares.

A circular containing information in relation to the Subscription and convening the General Meeting (the "Circular") will be sent to shareholders later this week and will be available on the Company's website thereafter at www.avoplc.com . The General Meeting will be held on 31 August 2021.

Application will be made for 82,383,761 of the Subscription Shares, the Supplier Fee Shares, the Director Fee Shares, the Bonus Shares and the Adviser Fee Shares (totalling 88,854,641 new ordinary shares) to be admitted to trading on AIM and it is expected that admission will take place on or around 3 September 2021 ("First Admission"). Application will be made for the remaining 11,145,405 Subscription Shares to be admitted to trading on AIM and it is expected that admission will take place on or around 1 October 2021 ("Second Admission").

Upon First Admission, the Company's enlarged issued share capital will comprise 438,689,371 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights on First Admission will be 438,689,371. Upon Second Admission, the Company's enlarged issued share capital will comprise 449,834,776 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights on Second Admission will be 449,834,776. The aforementioned figures may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

The notification below, which has been made in accordance with the requirements of the UK Market Abuse Regulation, provides further details.

- ENDS -

Advanced Oncotherapy plc	www.avoplc.com
Dr. Michael Sinclair, Executive Chairman	Tel: [phone]
Nicolas Serandour, CEO
Allenby Capital Limited (Nomad and Joint Broker)
Nick Athanas / Liz Kirchner (Corporate Finance) Amrit Nahal / Matt Butlin (Sales and Corporate Broking)	Tel: [phone]
SI Capital Ltd (Joint Broker)
Nick Emerson	Tel: [phone]
Jon Levinson	Tel: [phone]
FTI Consulting (Financial PR & IR)	[e-mail]
Simon Conway / Rob Winder	Tel: [phone]

Notes for editors

About Advanced Oncotherapy Plc

Advanced Oncotherapy, a UK headquartered company with offices in London, Geneva, The Netherlands and in the USA, is a provider of particle therapy with protons that harnesses the best in modern technology. Advanced Oncotherapy's team "ADAM," based in Geneva, focuses on the development of a proprietary proton accelerator called, Linac Image Guided Hadron Technology (LIGHT). LIGHT's compact configuration delivers proton beams in a way that facilitates greater precision and electronic control.

Advanced Oncotherapy will offer healthcare providers affordable systems that will enable them to treat cancer with innovative technology as well as expected lower treatment-related side effects.

Advanced Oncotherapy continually monitors the market for any emerging improvements in delivering proton therapy and actively seeks working relationships with providers of these innovative technologies. Through these relationships, the Company will remain the prime provider of an innovative and cost-effective system for particle therapy with protons.

1	Details of the person discharging managerial responsibilities
a)	Name	PDMRs: Michael Sinclair Executive Chairman Enrico Vanni Non-Executive Director
2	Reason for the notification
a)	Position/status	See 1a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Advanced Oncotherapy plc
b)	LEI	213800LUDHZOG3YT6C82
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 financial instrument, type of instrument Identification code	Ordinary shares of 25p each in  Advanced Oncotherapy plc Identification code (ISIN) for  Advanced Oncotherapy plc ordinary shares: GB00BD6SX109
b)	Nature of the transaction	Participation in a fundraise
c)	Price(s) and volume(s)	Price: 40p Volumes: Michael Sinclair 50,000 Enrico Vanni 500,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	10 August 2021
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities
a)	Name	PDMRs: Michael Sinclair Executive Chairman Michael Bradfield Non-Executive Director Enrico Vanni Non-Executive Director Nick Plowman Non-Executive Director Hans Von Celsing Non-Executive Director Mrs. RenHua Zhang Non-Executive Director Lori Cross Non-Executive Director
2	Reason for the notification
a)	Position/status	See 1a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Advanced Oncotherapy plc
b)	LEI	213800LUDHZOG3YT6C82
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 financial instrument, type of instrument Identification code	Ordinary shares of 25p each in  Advanced Oncotherapy plc Identification code (ISIN) for  Advanced Oncotherapy plc ordinary shares: GB00BD6SX109
b)	Nature of the transaction	Issue of ordinary shares in consideration of payment of fees
c)	Price(s) and volume(s)	Price: 40p Volumes: Michael Sinclair 63,543 Michael Bradfield 115,000 Enrico Vanni 100,000 Nick Plowman 102,500 Hans Von Celsing 176,667 Mrs. RenHua Zhang 214,449 Lori Cross 60,417
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	10 August 2021
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities
a)	Name	PDMRs: Michael Sinclair Executive Chairman Nicolas Serandour Chief Executive Officer Steve Myers Executive Director Berengere Pons-Chabord Senior Vice-President, Corporate Finance
2	Reason for the notification
a)	Position/status	See 1a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Advanced Oncotherapy plc
b)	LEI	213800LUDHZOG3YT6C82
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 financial instrument, type of instrument Identification code	Ordinary shares of 25p each in  Advanced Oncotherapy plc Identification code (ISIN) for  Advanced Oncotherapy plc ordinary shares: GB00BD6SX109
b)	Nature of the transaction	Issue of ordinary shares in consideration of payment of bonus
c)	Price(s) and volume(s)	Price: 40p Volumes: Michael Sinclair 416,667 Nicolas Serandour 416,667 Steve Myers 416,667 Berengere Pons-Chabord 416,667
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	10 August 2021
f)	Place of the transaction	Outside a Trading Venue

 

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