Placing and Notice of General Meeting
1 November 2012
VALIRX PLC
("ValiRx" or the "Company")
PLACING AND NOTICE OF GM
CONDITIONAL PLACING TO RAISE £2.03 MILLION TO FUND FIRST IN HUMAN TRIALS
ValiRx Plc (AIM: VAL), a life science company with a focus on cancer diagnostics and therapeutics for personalised medicine, announces a conditional placing to raise £2.03 million by way of the issue of new ordinary shares at 0.45 pence per share.
The net funds raised from the issue and allotment of the Initial Allocation Shares and the Second Allocation Shares will provide the Company with the funding required to take VAL201 through and to the end of Phase 1, VAL201's first clinical trial. The trial is aimed at demonstrating that the compound is safe with respect to the context in which it is intended to be used and reveal what dosing level will be required to show a potential clinically measurable effect. This process is commonly referred to as a "Phase 1" clinical trial. It should be noted that the Company may have insufficient funds to complete the Phase 1 clinical trial if the Resolution proposed at the General Meeting is not passed by Shareholders. If the Resolution is passed and the Placing Shares are issued and allotted, the Company will have sufficient funds to complete the Phase 1 clinical trial.
As announced on 11 October 2012, the Company believes that VAL201 is on the threshold of first in human trials, with other compounds anticipated to follow.
Additionally, the Company's GeneICE programme is proceeding as expected following the completion of the Eurostars Programme and VAL101, in particular, is proceeding through its pre-clinical development stages according to plan.
The Placing is being managed by Hybridan LLP, the Company's broker and will occur in two allocations. The Initial Allocation is for gross proceeds of £1.13 million, which represents the current limit of authorities. The Second Allocation is for gross proceeds of £0.90 million and is conditional on Shareholder approval of the Resolution to dis-apply pre-emptive rights, which will be sought at the General Meeting. If Hybridan elects to waive such condition, the Initial Allocation Shares will be issued to those Placees that have agreed to subscribe for the Initial Allocation Shares regardless of the outcome of the General Meeting.
A circular comprising a letter from the Chairman of ValiRx, which contains details of the Placing, and a notice of general meeting will be sent to shareholders today. The letter from the Chairman has been copied below and a copy of the circular will be uploaded shortly to the Company's website at www.valirx.com.
Dr Satu Vainikka, Chief Executive of ValiRx Plc, commented: "We are very pleased with the high level of support received from both new and existing shareholders."
"The successful pre-clinical results for VAL201, which have demonstrated substantial and strongly encouraging effectiveness against a range of cancers, will allow management to complete the journey of VAL201 from early clinical development to the completion of 'first-in-human trials' and the end of Phase I."
"This translation will represent a significant opportunity and value driver for the Group, by taking us through to a critical stage in realising the Company's ambition of developing an effective treatment for this devastating condition."
"LETTER FROM THE CHAIRMAN OF VALIRX PLC
VALIRX PLC
(Incorporated in England and Wales with registered number 03916791)
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Directors: |
Registered Office: |
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Mr Nicholas Thorniley (Non-Executive Chairman) |
24 Greville Street |
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Dr Satu Vainikka (Chief Executive Officer) |
London |
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Dr George Morris (Chief Operating Officer) |
EC1N 8SS |
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Mr Gerry Desler (Chief Financial Officer) |
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Mr Kevin Alexander (Non-Executive Director & Company Secretary) |
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Mr Oliver de Giorgio-Miller (Non-Executive Director) |
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1 November 2012
To Shareholders and, for information purposes only, to the holders of options over Ordinary Shares
Dear Shareholder,
PLACING OF 451,621,800 NEW ORDINARY SHARES AT 0.45 PENCE EACH
NOTICE OF GENERAL MEETING
INTRODUCTION
The Company announces that it has conditionally placed 451,621,800 Ordinary Shares at the Placing Price to raise approximately £2.03 million (gross of expenses). The Placing is conditional, inter alia, upon Shareholders approving the Resolution at the General Meeting to grant Directors authority to dis-apply statutory pre-emptive rights on allotment and also upon the Placing Shares being admitted to trading on AIM. Further details relating to the Placing are set out below.
The purpose of this document is to explain the background to and reasons for the Placing, why the Directors believe that it is in the best interest of the Company and its shareholders as a whole, why the Directors are seeking authority from Shareholders to issue the Placing Shares for cash on a non-pre-emptive basis and to recommend that you vote in favour of the Resolution.
At the end of this document, Shareholders will find the notice of the General Meeting. A Form of Proxy for use at the General Meeting is also enclosed with this document.
BACKGROUND TO AND REASONS FOR THE PLACING
The net funds raised from the issue and allotment of the Initial Allocation Shares and the Second Allocation Shares will provide the Company with the funding required to take VAL201 through and to the end of Phase 1, VAL201's first clinical trial. The trial is aimed at demonstrating that the compound is safe with respect to the context in which it is intended to be used and reveal what dosing level will be required to show a potential clinically measurable effect. This process is commonly referred to as a "Phase 1" clinical trial. It should be noted that the Company may have insufficient funds to complete the Phase 1 clinical trial if the Resolution proposed at the General Meeting is not passed by Shareholders. If the Resolution is passed and the Placing Shares are issued and allotted, the Company will have sufficient funds to complete the Phase 1 clinical trial.
As announced on 11 October 2012, the Company believes that VAL201 is on the threshold of first in human trials, with other compounds anticipated to follow.
The Placing
Under the terms of the Placing Agreement, Hybridan has conditionally placed, as agent and broker to the Company, 451,621,800 Ordinary Shares at the Placing Price to raise approximately £2.03 million (gross of expenses) for the Company.
The Placing is conditional, inter alia, upon Admission taking place by 8.00 a.m. on 19 November 2012 (or such later date, being not later than 30 November 2012, as the Company and Hybridan may agree).
The Placing Agreement contains provisions entitling Hybridan to terminate the Placing Agreement at any time prior to Admission in certain circumstances. If this right is exercised the Placing will lapse.
The Placing Shares, when issued and fully paid, will rank equally in all respects with the issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after Admission.
It is expected that Admission of the Placing Shares will become effective and dealings in the Placing Shares will commence on 20 November 2012.
The Placing is structured with two allocations (the Initial Allocation and the Second Allocation) both of which are, inter alia, inter-conditional on the approval by Shareholders of the Resolution being proposed at the General Meeting.
The existing authorities granted to the Directors at the 2012 AGM will be used to issue and allot the Initial Allocation Shares, raising approximately £1.13 million (gross of expenses).
In the event that the Resolution is not approved by Shareholders, Hybridan has the absolute discretion to waive the condition, in respect of the Initial Allocation, to obtain approval by Shareholders of the Resolution. If Hybridan elects to waive this condition, Placees who have elected to continue with the subscription of the Initial Allocation Shares shall be allotted and issued their respective Initial Allocation Shares pursuant to the authorities granted to the Directors at the 2012 AGM.
The issue and allotment of the Second Allocation Shares, raising approximately £0.90 million (gross of expenses) is conditional, inter alia, on the Resolution being approved by Shareholders at the General Meeting.
Following completion of the Placing (assuming the allotment and issue of all the Placing Shares) the Enlarged Share Capital will comprise 1,711,184,409 Ordinary Shares.
Dealings by Directors and an Applicable Employee
The Directors and an Applicable Employee have participated in the Placing, further details of which are set out in the table below:
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Name |
Number of Placing Shares |
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Nicholas Thorniley |
1,333,333 |
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Satu Vainikka |
2,222,222 |
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George Morris |
2,222,222 |
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Gerry Desler |
2,222,222 |
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Kevin Alexander |
1,333,333 |
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Oliver de Giorgio-Miller |
1,333,333 |
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Kumar Nawani (Applicable Employee) |
444,444 |
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Total |
11,111,109 |
GENERAL MEETING
At the end of this document, Shareholders will find a notice convening the General Meeting to be held at 11:30 a.m. on 19 November 2012 at the offices Nabarro LLP at Lacon House, 84 Theobald's Road, London WC1X 8RW.
The Resolution is considered in detail below:
Resolution 1 - Authority to disapply statutory pre-emption rights
The Companies Act requires that an allotment of new Ordinary Shares for cash may only be made if the new Ordinary Shares are first offered to existing Shareholders on a pre-emptive basis. The Directors do not have authority under the existing authority obtained at the 2012 AGM to allot the Second Allocation Shares on a non pre-emptive basis. Authority was given by Shareholders at the 2012 AGM to dis-apply pre-emption rights up to an aggregate nominal amount of £251,912 (representing approximately 20 per cent. of the Existing Ordinary Shares) for a period expiring at the conclusion of the next AGM in 2013.
As described above, the Directors are seeking to add to this authority with a new authority permitting the Directors to allot:
1. 199,710,100 new Ordinary Shares pursuant to the Placing (representing the Second Allocation Shares) for cash on a non pre-emptive basis, representing approximately 15.9 per cent. of the Existing Ordinary Shares; and
2. new equity securities up to an aggregate nominal amount of £178,159, representing approximately 10.4 per cent. of the Enlarged Share Capital.
In proposing this Resolution, the Directors consider that this Resolution will promote the success of the Company for the benefit of all its Shareholders as it will enable the Directors to allot the Second Allocation Shares as set out above and the balance of such authority to be retained to allow the Directors the flexibility to allot further shares from time to time, subject to the limitations set out in the Resolution.
ACTION TO BE TAKEN
Shareholders will find the Form of Proxy enclosed with this document. Whether or not Shareholders intend to be present at the General Meeting, Shareholders are requested to complete and return the Form of Proxy as soon as possible and, in any event, so as to be received by the Company's registrars, Capita Registrars at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11:30 a.m. on 15 November 2012.
CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Company's registrars, Capita Registrars (under CREST participant RA10) by no later than 11:30 a.m. on 15 November 2012. The time of receipt will be taken to be the time from which Capita Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
The completion and deposit of the Form of Proxy or transmitting a CREST Proxy Instruction will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so.
RECOMMENDATION
The Board considers that the Resolution to be proposed at the General Meeting will promote the success of the Company for the benefit of all its Shareholders. Accordingly, the Board unanimously recommends you to vote in favour of the Resolution to be proposed at the General Meeting as they themselves intend to do so in respect of their own beneficial holdings of 58,712,596 Ordinary Shares (representing approximately 4.7 per cent. of the Existing Ordinary Shares in issue).
Yours sincerely
Nicholas Thorniley
Non-Executive Chairman"
"DEFINITIONS
In this document and in the Form of Proxy the following definitions shall apply unless the context requires otherwise:
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"2012 AGM" |
the annual general meeting of the Company held on 29 May 2012; |
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"Admission" |
the admission of the Placing Shares to trading on AIM; |
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"AIM" |
AIM, a market operated by the London Stock Exchange; |
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"Applicable Employee" |
an employee of the Company, within the meaning of the AIM Rules for Companies; |
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"Board" or "Directors" |
the directors of the Company, whose names are set out on page 4 of this document; |
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"Companies Act" |
the Companies Act 2006, as amended; |
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"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear is the Operator (as defined in such regulations); |
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"CREST Proxy Instruction" |
a properly authenticated CREST message appointing and instructing a proxy to attend and vote in place of a Shareholder at the General Meeting and containing the information required to be contained in the manual published by Euroclear; |
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"Enlarged Share Capital" |
the Company's issued share capital immediately after completion of the Placing; |
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"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST (formerly known as CRESTCo Limited); |
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"Existing Ordinary Shares" |
the 1,259,562,609 Ordinary Shares in issue at the date of this document; |
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"Form of Proxy" |
the form of proxy for use by the Shareholders in connection with the General Meeting enclosed with this document; |
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"General Meeting" |
the general meeting of the Company convened for 11:30 a.m. on 19 November 2012, notice of which is set out at the end of this document, or any reconvened meeting following any adjournment thereof; |
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"Hybridan" |
Hybridan LLP, broker to the Company; |
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"Initial Allocation" |
the allocation of the Initial Allocation Shares to the Placees by Hybridan; |
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"Initial Allocation Shares" |
251,911,700 of the Placing Shares; |
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"London Stock Exchange" |
London Stock Exchange plc; |
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"Ordinary Shares" |
the ordinary shares of 0.1 pence each in the capital of ValiRx; |
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"Placees" |
the persons subscribing for the Placing Shares under the Placing; |
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"Placing" |
the conditional placing in two allocations (Initial Allocation and Second Allocation) by Hybridan on behalf of the Company of 451,621,800 new Ordinary Shares at the Placing Price; |
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"Placing Agreement" |
the conditional agreement dated 1 November 2012 between the Company and Hybridan; |
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"Placing Price" |
0.45 pence per Ordinary Share |
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"Placing Shares" |
the 451,621,800 new Ordinary Shares which have been conditionally placed by Hybridan |
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"Resolution" |
the resolution to be approved at the General Meeting, details of which are set out in the notice of the General Meeting at the end of this document; |
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"Second Allocation" |
the allocation of the Second Allocation Shares to Placees by Hybridan; |
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"Second Allocation Shares" |
199,710,100 of the Placing Shares; |
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"Shareholders" |
holders of Ordinary Shares and "Shareholder" shall be construed accordingly; and |
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"ValiRx" or "Company" |
ValiRx Plc (incorporated in England and Wales with company number 03916791)." |
For more information, please contact:
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ValiRx plc |
Tel: +44 (0) 20 3008 4416 |
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Dr Satu Vainikka |
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Cairn Financial Advisers LLP (Nominated Adviser) |
Tel:+44 (0) 20 7148 7900 |
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Liam Murray / Avi Robinson |
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Hybridan LLP (Broker) |
Tel: +44 (0) 20 7947 4350 |
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Claire Noyce / Deepak Reddy |
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Peckwater PR |
Tel: +44 (0)7879 458 364 |
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Tarquin Edwards |
This information is provided by RNS
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