First Day of Dealings on AIM

RNS Number : 5346Y

Oncimmune Holdings PLC

18 May 2016

 

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, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

This announcement is an advertisement and not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever.  Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the admission document (the "Admission Document") published by Oncimmune Holdings plc (the "Company") in connection with the proposed admission of its issued and to be issued ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") to trading on AIM, a market operated by London Stock Exchange plc ("Admission").  Copies of the Admission Document are available at the registered office of the Company, subject to applicable securities laws or regulations.

Oncimmune Holdings plc

First Day of Dealings on AIM

Nottingham, UK - 18 May 2016: Oncimmune Holdings plc ("Oncimmune" or the "Company" or the "Group"), a leading early cancer detection company developing and commercialising its proprietary EarlyCDT® platform technology, is pleased to announce the commencement at 08.00 a.m. today of dealings in its Ordinary Shares on AIM, a market operated by the London Stock Exchange plc ("Admission").  Admission follows a successful Placing and Subscription raising gross proceeds of £11.0 million at a price of 130p per share. On Admission the Company will have a market capitalisation of approximately £66.3 million.

Zeus Capital Limited is the Nominated Adviser and Broker to the Company. The Company's ticker is "ONC.L".

Highlights

·     Oncimmune has pioneered the development of autoantibody tests that have the potential to detect cancer up to four years earlier than other methods and can be applied to a very wide range of solid tumour types.

·     Oncimmune's first product, EarlyCDT®-Lung, was launched in 2012, as a CLIA test in the USA. Since then over 140,000 commercial tests have been sold.

·     EarlyCDT®-Lung is being used in the largest ever randomised trial for the early detection of lung cancer using biomarkers, the National Health Service (NHS) Scotland ECLS study of 12,000 high-risk smokers.

·     Oncimmune intends to develop an EarlyCDT®-Lung test 'Kit' and expand into new geographic markets, in particular Asia.

·     Oncimmune also intends to develop EarlyCDT® tests for liver and ovarian cancer for launch within the next two years.

·     The global market for cancer diagnostic products is forecast to grow from c.$100bn in 2014 to approximately $170bn in 2020. The underlying driver of growth in cancer diagnostics is the dramatic improvement in patient survival when cancers are detected at earlier stages.

Geoffrey Hamilton-Fairley, CEO of Oncimmune said: "This is an important day for Oncimmune.  Our EarlyCDT®-Lung test has the potential to detect lung cancer up to four years earlier than other methods and our platform can be widely applied to other cancer types. The funds raised will allow us to expand into new markets, particularly Asia, and continue to develop our platform for other indications.

"We are excited to be joining the AIM market today and would like to thank our new and existing investors for their support and confidence in our EarlyCDT® platform technology."

For further information:

Oncimmune Holdings plc

Geoffrey Hamilton-Fairley, Chief Executive Officer

[e-mail]

[phone]

Zeus Capital Limited (Nominated Adviser and Broker)

Phil Walker, Andrew Jones, Dominic Wilson

[phone]

Media enquiries:

Consilium Strategic Communications

Chris Gardner, Mary-Jane Elliott, Matthew Neal, Lindsey Neville

[e-mail]

[phone]

Business Overview/Strategy

The Group's strategy is to exploit the commercial opportunity of the EarlyCDT® technology across multiple cancers. The Group aims to do this in three principal areas:

·     Early detection of cancers;

·     Risk assessment of lung nodules; and

·     Companion diagnostics.

In addition to the survival benefits, the economic drivers for early cancer detection are compelling with the cost of early surgical intervention being significantly less than later stage treatments including chemotherapy.

Reasons for Admission and Use of Proceeds

The Directors believe that the Group has reached an inflexion point: its EarlyCDT® platform technology for the early detection of cancer is proven and clinical utility and commercial sales of its lead product, EarlyCDT®-Lung, is established. The next phase for the Group is the execution of its commercial growth strategy, focusing on completing the EarlyCDT®-Lung Kit - to increase sales and margins and open up additional markets, particularly in Asia, as well as broadening its product offering with EarlyCDT® in liver and ovarian cancers, among others.

The net proceeds of the Placing and the Subscription will enable Oncimmune to invest further in the commercial infrastructure and product development required to accelerate and deliver the Company's growth strategy, in particular:

·     develop and complete a Kit version of the EarlyCDT®-Lung test;

·     validate and launch EarlyCDT® tests for liver and ovarian cancers;

·     validate and launch the autoantibody "fingerprint" personalised medicine test;

·     establish companion diagnostic programmes with partners; and

·     provide the general working capital requirements of the Group.

In addition, the Directors believe that Admission will (i) enhance the Company's profile, (ii) enable the Company to recruit and retain more effectively key personnel through a suitable incentivisation programme, and (iii) enable the Company to take advantage of future acquisition and investment opportunities by more readily using its Ordinary Shares as consideration.

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact included in this announcement, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to shareholder returns, dividends or any statements preceded by, followed by or that include the words "targets", "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward looking statements.

Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results and performance to be materially different from future results and performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future.

These forward looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

Important Notices

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Zeus Capital Limited ("Zeus Capital") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction").  Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction.  The placing of Ordinary Shares ("Placing") and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.  Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.  Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.  This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Ordinary Shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Any subscription for or purchase of Ordinary Shares in the proposed Placing should be made solely on the basis of the information contained in the final Admission Document to be published by the Company in connection with the Placing and Admission.  The information in this announcement is for background purposes only and does not purport to be full or complete.  No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness.  The information in this announcement is subject to change.  However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.

In connection with the Placing, Zeus Capital and/or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Zeus Capital, and/or any of their respective affiliates acting as investors for their own accounts. In addition, Zeus Capital and/or their respective affiliates may enter into financing arrangements and swaps in connection with which Zeus Capital and/or their respective affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Zeus Capital has no any intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Zeus Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any other matters referred to in this announcement.

Neither Zeus Capital nor any of their respective subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments.  Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

 

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