Loan Notes Sale & Conversion; Facility Terminated
N OT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSE OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
18 May 2021
Hemogenyx Pharmaceuticals plc
("Hemogenyx Pharmaceuticals" or the "Company")
Mint Capital Facility Terminated
Redemption, Sale and Conversion of Loan Notes into Ordinary Shares
Hemogenyx Pharmaceuticals plc (LSE: HEMO), the biopharmaceutical group developing new therapies and treatments for deadly blood diseases, today announces that it has entered into an agreement with Mint Capital Advisors Ltd ("Mint Capital") for the redemption and sale of all of the outstanding £8,100,000 aggregate principal amount of convertible unsecured loan notes issued to Mint on 3 February 2021 (the "February 2021 Loan Notes").
The key terms of the agreement with Mint Capital are:
· No further convertible loan notes will or can be drawn under the convertible loan note facility announced by the Company on 17 November 2020 (the "Facility");
· The Company will redeem £1,600,000 in principal amount of the February 2021 Loan Notes at a price equal to 100 per cent. of the principal (i.e., £1,600,000) (the "Redemption");
· Mint Capital will sell £6,500,000 in principal amount of the February 2021 Loan Notes to placees procured by Peterhouse Capital Limited (the "Sale"). The placees have agreed to an immediate conversion of these loan notes into ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at a conversion price of 1.5 pence (the "Conversion");
· Following completion of the Redemption and the Sale and subsequent Conversion;
· There will be no convertible loan notes outstanding;
· There will be no outstanding conversion notices relating to the Facility; and
· The entire Facility entered into with Mint and announced by the Company on 18 November 2020 will terminate.
Completion of the Redemption and the Sale is expected to take place on 20 May 2021.
The Directors have determined that the Redemption and Sale are in the best interests of the Company and its shareholders. The Company will be able to maintain its level of operations as it moves its product candidates forward to clinical trials, updates about which will be provided to shareholders in due time.
Admission of the New Ordinary Shares
An aggregate of 433,333,333 New Ordinary Shares will be issued pursuant to the Conversion (the "New Ordinary Shares"). Application will be made to the Financial Conduct Authority and to the London Stock Exchange for the admission of the New Ordinary Shares to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively ("Admission"). It is expected that Admission will occur at 8:00 a.m. on or around 26 May 2021. The New Ordinary Shares will rank pari passu with the existing issued ordinary shares in the Company.
Total voting rights
Following Admission, the Company will have 979,749,321 Ordinary Shares of 1 pence each in issue with voting rights. The Company does not hold any shares in treasury. This figure may then be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
The person responsible for arranging for the release of this announcement on behalf of the Company is Dr Vladislav Sandler, Chief Executive Officer & Co-Founder.
Enquiries:
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Hemogenyx Pharmaceuticals plc |
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Dr Vladislav Sandler, Chief Executive Officer & Co-Founder |
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Peter Redmond, Director |
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SP Angel Corporate Finance LLP |
Tel: +44 (0)20 3470 0470 |
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Matthew Johnson, Vadim Alexandre, Adam Cowl |
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Peterhouse Capital Limited |
Tel: +44 (0)20 7469 0930 |
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Lucy Williams, Duncan Vasey, Charles Goodfellow |
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About Hemogenyx Pharmaceuticals plc
Hemogenyx Pharmaceuticals is a publicly traded company (LSE: HEMO) headquartered in London, with its US operating subsidiaries, Hemogenyx Pharmaceuticals LLC and Immugenyx LLC, located in New York City at its state-of-the-art research facility.
The Company is a pre-clinical stage biopharmaceutical group developing new medicines and treatments to treat blood and autoimmune disease and to bring the curative power of bone marrow transplantation to a greater number of patients suffering from otherwise incurable life-threatening diseases. Hemogenyx Pharmaceuticals is developing several distinct and complementary product candidates, as well as platform technologies that it uses as engines for novel product development.
For more than 50 years, bone marrow transplantation has been used to save the lives of patients suffering from blood diseases. The risks of toxicity and death that are associated with bone marrow transplantation, however, have meant that the procedure is restricted to use only as a last resort. The Company's technology has the potential to enable many more patients suffering from devastating blood diseases such as leukemia and lymphoma, as well as severe autoimmune diseases such as multiple sclerosis, aplastic anemia and systemic lupus erythematosus (Lupus), to benefit from bone marrow transplantation.
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