Placing, issue of warrants & Convertible Loan

RNS Number : 8528I

ValiRx PLC

02 September 2016

 

ValiRx Plc

("ValiRx" or "the Company" or "the Group")

Placing, issue of warrants and Convertible Loan Facility

London, UK., 02 September 2016: ValiRx Plc (AIM: VAL), a life science company, which focuses on clinical stage cancer therapeutic development, taking proprietary & novel technology for precision medicines towards commercialisation and partnering, is pleased to announce a placing, issue of warrants and a Convertible Loan Note facility , further details of each are set out below:

Placing

The Company has raised £1,200,000 of gross proceeds through the issue of 20,000,000 new ordinary shares at a price of 6 pence per share ("Placing Shares").  Furthermore, the Company has issued 250,000 new ordinary shares at 6 p per share to settle an outstanding liability of £15,000.  Beaufort Securities Limited ("Beaufort") conducted the placing.

Application has been made to the London Stock Exchange for the 20,250,000 shares to be admitted to trading on AIM.  Admission of the 20,250,000 ("Admission") is expected to occur on or around 16 September 2016.  The new ordinary shares will rank pari passu with the existing ordinary shares.

Issue of warrants

The Company and Beaufort have also entered into a warrant instrument pursuant to which, subject to and conditional on Admission of the Placing Shares and the passing of the requisite shareholder resolution(s) of the Company ("Resolutions"), the Company shall grant Beaufort warrants to subscribe 2,000,000 ordinary shares in the capital of the Company at an exercise price of 6 p per share. The warrants may be exercised at any time in the period expiring on the fifth anniversary of the date of Admission of the Placing Shares.

The Company has also executed a further warrant instrument pursuant to which, subject to and conditional on Admission of the Placing Shares and the passing of the Resolutions, the Company shall grant to each Placee 1 warrant to subscribe 1 new ordinary share in the capital of the Company for each Placing Share subscribed by such Placee in the Placing.  The exercise price of such warrants is 9p per share and the warrants may be exercised at any time in the period expiring on the second anniversary of the date of Admission of the Placing Shares.  Therefore, warrants over 20,000,000 shares will be issued to Placees conditional on the passing of the Resolutions.

The Company will shortly dispatch to shareholders a circular to include a notice convening a general meeting at which the Resolutions will be put to shareholders in connection with the proposed grant of the warrants referred to above.

Convertible Loan Facility of up to US$3.75 million

The Company is also pleased to announce that it has entered into an agreement with YA Global Master SPV Ltd ("Yorkville") pursuant to which it has agreed to subscribe for convertible loan notes with an aggregate principal amount of up to US$3.75 million ("CLNs") in 3 tranches of up to US$1.25 million each.  The First Tranche of US$1.25m has been drawn down as at the date of this announcement.

The Second Tranche may be drawn down at the discretion of the Company between 90 and 180 days from the date of this announcement.  The Third Tranche may be drawn down, at the discretion of the Company, after 270 days but no later than 360 days from the date of this announcement.

Each Tranche has a maturity date of 12 months from the date of drawdown.  The CLNs bear an interest rate of 9 per cent. per annum.

Conversion terms

In the 30 day period from the date of this announcement the outstanding CLNs can only be converted at a price representing 130% of the closing price as of the date of this announcement.  Thereafter, Yorkville may elect to convert varying amounts of the CLNs at the lower of (1) 130% of today's closing price and (2) a price represented by 95% of the average of the 5 daily VWAPs of Yorkvilles choosing from the 15 daily VWAPs immediately preceding the date of the conversion notice from Yorkville.

The Company will pay Yorkville a fee in respect of each drawdown.

Use of proceeds

The net proceeds of the placing will be used predominantly for:

·      The clinical development of VAL401 and the manufacture of compound to commence dosing and the trial;

·      To accelerate the expansion of the VAL201 trial into a multi-centre study and preparation for the clinical trial of the new indication relating to Endometriosis, and

·      For general working capital purposes.

Dr Satu Vainikka, Chief Executive of ValiRx Plc, commented: "We are delighted to be able to raise additional funds through this equity placing and new convertible loan facility, in what is a currently uncertain and challenging market.  These funds will excitingly now enable the Company to further progress and accelerate the clinical trial activity on existing and new indications, that we have announced in recent months."

This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

*** ENDS ***

For more information, please contact:

ValiRx plc	Tel: [phone] www.valirx.com
Dr Satu Vainikka, Chief Executive	Tel: [phone]
Tarquin Edwards, Head of Communications.	Tel: [phone] [e-mail]
Mark Treharne, Corporate Development Manager	Tel: [phone] [e-mail]
Cairn Financial Advisers LLP (Nominated Adviser)	Tel: [phone]
Liam Murray / Jo Turner
Beaufort Securities Limited (Joint Broker)	Tel: [phone]
Jon Belliss
Northland Capital Partners Limited (Joint Broker)	Tel: [phone]
John Howes / Abigail Wayne (Broking)

Notes for Editors

ValiRx Plc

ValiRx is a biotechnology oncology focussed company specialising in developing novel treatments for cancer and associated biomarkers.  It aims to make a significant contribution in "precision" medicine and science, namely to engineer a breakthrough into human health and well-being, through the early detection of cancer and its therapeutic intervention.

The Company's business model focuses on out-licensing therapeutic candidates early in the development process. By aiming for early-stage value creation, the company reduces risk considerably while increasing the potential for realising value. The group is already in licensing discussions with major players in the oncology field.

ValiRx's two classes of drugs in development, which each have the potential for meeting hitherto unmet medical needs by existing methods, have worldwide patent filings and agreed commercial rights.   They originate or derive from Word class institutions, such as Cancer Research UK and Imperial College. 

Until recently, cancer treatments relied on non-specific agents, such as chemotherapy.  With the development of target-based agents, primed to attack cancer cells only, less toxic and more effective treatments are now possible. New drugs in this group-such as those in ValiRx's pipeline-promise to greatly improve outcomes for cancer patients.

The Company listed on the AIM market of the London Stock Exchange in October 2006 and trades under the ticker symbol: VAL.

 

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