Result of Special Meeting and Issue of Equity

RNS Number : 9189C

MaxCyte, Inc.

20 April 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), OR IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MaxCyte, Inc.

("MaxCyte" or the "Company")

Result of Special Meeting and Issue of Equity

Maryland, USA - 6.00 p.m. BST, 20 April 2017: MaxCyte (LSE: MXCT), a US-based global company dedicated to driving the acceleration of the discovery, development, manufacturing and commercialisation of next-generation, cell-based medicines, today announces that at the Special Meeting held earlier today in respect of its £20.0 million Placing at a Placing Price of 275 pence per share of New Common Stock, which was announced to the market on 31 March 2017, each of the resolutions as set out in the notice of Special Meeting was duly passed.

Application has been made for the 7,275,000 shares of New Common Stock to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the New Common Stock will commence at 8.00 a.m. on 24 April 2017. The New Common Stock will be allotted and credited as fully paid and will be identical in all respects with the Existing Common Stock although the New Common Stock will be subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S.

Furthermore, upon Admission, the New Common Stock will trade in the Company's new restricted line of Common Stock under the symbol MXCR, and the New Common Stock (as represented by Depository Interests) will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S" and ISIN USU575801092. Prior to Admission, the Company will remove the CREST restrictions attached to the Existing Common Stock, which will constitute the Company's unrestricted line of Common Stock trading under the existing symbol MXCT. Therefore, the number of restricted shares of Common Stock trading under the symbol 'MXCR' following Admission will be 7,275,000 and the number of unrestricted shares of Common Stock trading under the symbol 'MXCT' following Admission will be 43,539,527.

Following Admission, the total issued stock capital of the Company will consist of 50,814,527 shares of Common Stock. There is no Common Stock held in treasury. Therefore, the total number of voting rights in the Company will be 50,814,527. Stockholders in the Company may use this figure 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 stock capital of the Company.

The capitalised terms used in this announcement have the meaning set out in the announcement made by the Company at 7.00 a.m. on 31 March 2017. All references to times and dates in this announcement are to times and dates in London, United Kingdom, unless otherwise stated.

About MaxCyte

MaxCyte (LSE: MXCT), is a US-based global company dedicated to driving the acceleration of the discovery, development, manufacturing and commercialisation of next-generation, cell-based medicines. The Company provides its patented, high-performance cell engineering platform to biopharmaceutical partners engaged in drug discovery and development, biomanufacturing, and cell therapy, including gene editing and immuno-oncology. With its robust delivery platform, MaxCyte's team of scientific experts helps its partners to unlock their product potential and solve problems. This platform allows for the engineering of nearly all cell types, including human primary cells, with any molecule, at any scale. It also provides a high degree of consistency and minimal cell disturbance, thereby facilitating rapid, large-scale, clinical and commercial grade cell engineering in a non-viral system and with low-toxicity concerns. The Company's cell-engineering platform is FDA-accredited, providing MaxCyte's customers and partners with an established regulatory path to commercialise cell-based medicines.

For more information, visit http://www.maxcyte.com/

MaxCyte [phone] Doug Doerfler, Chief Executive Officer Ron Holtz, Chief Financial Officer Nominated Adviser and Broker Panmure Gordon (UK) Limited Freddy Crossley (Corporate Finance) Duncan Monteith Ryan McCarthy Tom Salvesen (Corporate Broking) [phone] Financial PR Adviser Consilium Strategic Communications [phone] [e-mail] Mary-Jane Elliott Chris Welsh Lindsey Neville

Important Notice

THE NEW COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO BE, REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF APPLICABLE SECURITIES LEGISLATION.  ACCORDINGLY, SUBJECT TO CERTAIN EXCEPTIONS, THE NEW COMMON STOCK MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR REPUBLIC OF SOUTH AFRICA.

FURTHERMORE, THE NEW COMMON STOCK HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA, OR TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NEW COMMON STOCK ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF AMERICA TO NON-US PERSONS IN ''OFFSHORE TRANSACTIONS'' (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION 903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES ACT.

 

END

 

 

MSCPGUUACUPMGQU