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3Legs Resources plc (3LEG)

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Monday 21 March, 2016

3Legs Resources plc

Intention to Float - AIM

RNS Number : 6695S
3Legs Resources plc
21 March 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 SOUTH AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

 

This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation is unlawful. Investors should not purchase any transferable securities referred to in this announcement except on the basis of the information in the admission document (the "Admission Document") published by SalvaRx Group plc (the "Company") in connection with the proposed admission of its ordinary shares ("Ordinary Shares") to trading on the AIM Market of the 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.

 

 

 

 

Press Release

21 March 2016

 

 

SalvaRx Group plc

("SalvaRx" or the "Company")

Intention to Float on AIM

SalvaRx, a biotech company focused on therapies that leverage the immune system to fight cancer, is pleased to announce its proposed application for admission of its Ordinary Shares to trading on the AIM of the London Stock Exchange.  Dealings are expected to commence on AIM on 22 March 2016 following the completion of a reverse takeover of 3Legs Resources plc.  Northland Capital Partners acts as Nominated Adviser and Broker to the Company, with Peterhouse Corporate Finance acting as Joint Broker

Highlights:

 

·     SalvaRx's strategy is to acquire, invest in and operate a portfolio of companies involved in the fast-growing cancer immunotherapy market, providing a significant potential upside and managed risk;

 

·     SalvaRx, via its ownership of iOx Therapeutics Limited ("iOx"), is currently developing a series of compounds, with the lead compound funded through to the end of phase II development via a collaboration agreement with the University of Oxford;

·     iOx's technology was discovered at the University of Oxford in conjunction with the Ludwig Institute for Cancer Research  ("Ludwig Institute");

 

·     SalvaRx's team has a proven track record of technical drug development in the area of immunotherapy including corporate commercial experience most recently at Bristol-Myers Squibb and Johnson & Johnson;

 

·     Immunotherapy is a fast-growing and new therapeutic area within oncology, the immuno-oncology market is expected to grow to $80 billion worldwide by 2020; and

 

·     SalvaRx is actively screening complementary additional acquisitions and investments in cancer immunotherapy.

 

 

Ian Walters, proposed CEO of SalvaRx, commented:

 

"The listing of SalvaRx on AIM is the next step in growing our business, helping us as we seek to assemble a diverse portfolio of immunotherapy assets.  Our strategy allows the Company's funds to be used directly in developing compounds to a value inflection point, whilst also building a wider pipeline through select acquisitions.  It is low cost and flexible, but still gives us access when needed to a significant pool of talent that is at the forefront of developing immune-oncological therapies.  It is only through truly collaborative efforts such as iOx that we will be able effectively to better the lives of people through suitable therapeutic alternatives to traditional cancer medication."

 

 

Background

SalvaRx was founded in 2014 and incorporated in 2015, to develop therapies within the rapidly growing immuno-oncology space, which uses treatments designed to boost the body's natural defences to fight the cancer.  

 

Historically, standard chemotherapy seeks to eradicate tumours through treatments which are toxic to all cells they come into contact with.  This approach does not target the underlying biology of the disease and, through targeting healthy as well as cancerous cells, is characterised by significant and damaging side effects. 

 

Instead, cancer immunotherapies use the patient's own immune system to fight cancer.  This is done by enabling the host immune system to recognise and destroy cancer cells.  Immunotherapies can either induce, enhance, or suppress an immune response as required.

 

Market

Immuno-oncology therapy is a fast growing and new therapeutic area, which is expected to grow to $80 billion worldwide by 2020 (Global & USA Cancer Immunotherapy Market Analysis 2020).  Immuno-oncology seeks to use a patient's own immune system to fight cancer, either by stimulating the existing immune system or by the administration of man-made immune system proteins.  It is expected that 60% of all cancers in the developed world will receive some form of this therapy.

 

Strategy

There is high clinical demand for immuno-oncology therapeutics that stimulate the immune system to fight cancer, and such therapeutics are in high demand from large pharmaceutical companies affording increased opportunity to license or sell compounds.  Therefore, SalvaRx's strategy is to invest in a portfolio of companies involved in novel cancer immunotherapies and develop them through clinical proof of concept.  SalvaRx provides portfolio companies with operational support in addition to capital, either by managing its portfolio companies directly or augmenting an existing team. This model of partnership is generally attractive to early stage companies or academic collaborators. SalvaRx's strategy uses a low-cost, virtual drug development model, utilising existing R&D resources within its portfolio companies and calling on the services as needed of the wide range of experience and talent it has built up from within the immunotherapeutic sector.

 

iOx

In 2015 SalvaRx acquired a 60.5% interest in iOx.  iOx is developing, under licence from the Ludwig Institute, a series of small molecules for cancer immunotherapy.  These compounds activate iNKT cells which preclinical testing in several cancer models suggests can inhibit the growth of tumours.  These compounds are supported by three different patent families.

 

iOx has a clinical trial sponsorship agreement with the University of Oxford to fund the first in human Phase I/II clinical trial for its lead compound.  This agreement is expected to significantly reduce the costs to SalvaRx as the drug moves through the clinical trial process and towards commercialisation.  iOx aims to test the lead compound as both a monotherapy and in combination with backbone immunotherapies, allowing for more profound clinical benefit and a wider potential market.

 

Management

SalvaRx has a strong management team with a proven track record of discovering and commercialising drugs in the area of cancer immunotherapy.

 

Dr. Ian Walters (CEO) and Dr. Robert Kramer (CSO) held senior roles within the oncology department of Bristol-Myers Squibb, where they were heavily involved in the development of more than eight oncology compounds, including OPDIVO® (nivolumab), YERVOY® (ipilimumab), and EMPLICITI™ (elotuzumab).  OPDIVO® and YERVOY® are the backbone therapies for the management of cancer through the modulation of the immune system.

 

Ian Walters and Rob Kramer have assisted iOx in identifying appropriate individuals to form a scientific advisory board and join the board of directors.  The board of directors of iOx comprises Ian Walters and:

 

Vincenzo Cerundolo MD PhD, who is the Professor of Immunology at the Weatherall Institute of Molecular Medicine, University of Oxford. Professor Cerundolo's work in immunotherapy has led to the development of the iNKT agonists on which SalvaRx's compounds are based;

 

Declan Doogan MD, previously Senior Vice President and Head of Worldwide Development at Pfizer at the time of multi-billion dollar programmes such as Viagra and Lipitor;

 

Jonathan Skipper PhD, who is Executive Director of Technology Development at the Ludwig Institute; and

 

Annalisa Jenkins MBBS, MRCP, who is currently CEO at gene therapy company Dimension Therapeutics, Inc., which floated on NASDAQ in October 2015.

 

SalvaRx is further supported by an extended network of senior academic and industry executives.  The Company will leverage this network to help develop robust strategies to rapidly de-risk development programs, seek commercial and scientific inputs to enable licensing and partnering discussions with suitable pharma and biotech companies.

 

SalvaRx benefits from an investment by Jim Mellon who, with his experience of investing in the life sciences sector, and as Non-Executive Chairman will bring further commercial understanding to the Company and the Board as a whole.

 

 

 

-Ends-

 

 

Northland Capital Partners Limited

Nominated Adviser and Broker

Tel: +44 (0) 20 3861 6625

 

 

Matthew Johnson / Edward Hutton (Corporate Finance)


John Howes / Abigail Wayne (Corporate Broking)


 

 

Peterhouse Corporate Finance Limited

Joint Broker

Lucy Williams / Duncan Vasey

Tel: +44 (0) 20 7469 0932



Media enquiries:

Abchurch Communications Limited

 

Jamie Hooper / Alex Shaw

Tel: +44 (0) 20 7398 7712

[email protected]

www.abchurch-group.com

 

 

 

Directors

Richard Armstrong, Non-Executive Chairman, aged 68

Richard Armstrong is a former equity analyst and corporate broker. He has extensive experience in reconstructing and raising capital for turnaround situations, especially in the quoted microcap sector, for example Weatherly International plc, K P Renewables plc (now IGas Energy plc), Future Internet Technologies plc (now Artilium plc) and Mobilefuture plc. In most cases, he has joined the board of these companies and has played a major role in helping them to acquire or establish operating businesses.

 

Jim Mellon, Non-Executive Director, aged 59

Jim Mellon is an investor with interests in several industries. After leaving Oxford University, where he studied PPE, he worked in Asia and the United States in two fund management companies, GT and Thornton, before establishing his own business in 1991.  This now has two components: a listed fund management company, Charlemagne Capital Limited and an Asian investment group, Regent Pacific Group Limited. In addition, Jim is a controlling shareholder and a director of Manx Financial Group, an Isle of Man based bank and a controlling shareholder of Webis Holdings plc.  He is also a co-founder of Uramin and Red Dragon Resources, both mining groups.  Burnbrae, his private company, is a substantial landlord in Germany and in the Isle of Man, and it owns outright the hotel chain, Sleepwell Hotels Limited.  Jim is the co-chairman of FastForward Innovations Limited and a director of Portage Biotech Inc..  His book 'Cracking the Code', which was published in 2012, focused on investment opportunities in the life sciences sector. Jim is an honorary fellow of Oriel College, Oxford University.

Dr Greg Bailey, Non-Executive Director, aged 60

Greg Bailey, M.D., is chairman of Portage Biotech, Inc. a publicly traded drug development company and was previously managing partner of Palantir Group, Inc., a merchant bank specialising in biotech and intellectual property.  He has over 15 years' experience in investment banking and has founded several companies.  Along with comprehensive experience in healthcare, finance and medicine, Greg brings to the Board an extensive involvement in corporate governance.  He has served on multiple public company boards of directors, was a practicing physician for ten years and holds a M.D. degree from the University of Western Ontario.

 

Colin Weinberg, Non-Executive Director, aged 66

Colin Weinberg is a former stockbroker with some 40 years' experience with a range of firms including Durlacher plc and Walker Crips Weddle Beck plc.  He is a former director of Peckham Building Society and is currently a director of Associated British Engineering plc, a listed company.

 

Proposed Directors

On Admission, it is proposed that Jim Mellon replaces Richard Armstrong as Non-Executive Chairman (with Richard Armstrong continuing as a non-executive director of the Company) and that the following will be appointed as directors of the Company:

Dr Ian Walters, Chief Executive Officer, aged 48

Ian Walters, M.D., M.B.A., is the Entrepreneur in Residence at Mediqventures and is part-time CMO of Intensity Therapeutics, Inc.  Over his 16 year career, he has demonstrated both leadership and expertise in drug development, including the advancement of multiple cancer compounds from research stages through approval.

 

Ian specialises in the evaluation, prioritization, and the innovative development of new therapies for the treatment of severe diseases. He has worked at PDL BioPharma, Inc., Millenium Pharmaceuticals, Inc., and Sorrento Therapeutics, Inc., leading corporate development, translational medicine, clinical development and medical affairs.

 

Ian spent seven years at Bristol-Myers Squibb between 2007 and 2014, where he managed physicians overseeing the international development of more than eight oncology compounds (including Nivolimab (anti-PD-1), Ipilimumab (anti-CTLA-4), brivanib (anti VEGF/FGF), anti-IGF/IR, VEGFR2 biologic, Elotuzimab (antiCS1), as well as biomarker and companion diagnostic work.  He was a core member of Bristol-Myers Squibb's Strategic Transactions Group evaluating and executing licensing agreements, mergers and acquisitions, clinical collaborations, and the company's immuno-oncology strategy.

 

Before entering the private sector, Ian was a lead investigator at the Rockefeller University and initiated advanced immunology research to understand the mechanism of action of several compounds. Ian received his MD from the Albert Einstein College of Medicine and an MBA from the Wharton School of The University of Pennsylvania.

Kam Shah CA, CPA (Canada), CPA (US), CGMA(US), Chief Financial Officer, aged 65

Kam Shah is a senior finance executive with over 25 years of financial and management experience across a range of industries and companies with significant operating scale and complexity. Kam is a Certified Public Accountant and Chartered Global Management Accountant of the American Institute of CPAs and a Chartered Professional Accountant of the Canadian Institute of CPAs.  He has experience in all aspects of corporate finance, including audits, SEC/OSC reporting, forecasting, and business plan development.

Over the past 15 years, Kam has served as the Chief Financial Officer and Corporate Secretary of Portage Biotech, Inc., a publicly listed group of companies engaged in biotechnology and oil and gas exploration.

Senior Management

Dr Robert (Rob) Kramer, Chief Scientific Officer to SalvaRx

Rob has 24 years' experience in the pharmaceutical industry and is the former Head of Oncology Discovery Research at both Bristol-Myers Squibb and Janssen Pharmaceuticals, part of the Johnson & Johnson group of companies.  He has been responsible for enabling the transition of 35 drugs from discovery into the clinic.  Rob championed immunotherapy at Bristol-Myers Squibb, resulting in the acquisition of Medarex, Inc. in 2009 and its portfolio of immune therapeutics that included Ipilimumab and Nivolumab.  He received his PhD in pharmacology from the University of Vermont and undertook his post doctorate studies at the US National Cancer Institute. Rob held an Assistant Professorship at the Harvard Medical School.

 

 

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements. These statements relate to, among other things, analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to the Enlarged Group's future prospects, developments and business strategies.

These forward-looking statements are identified by the use of terms and phrases such as ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''intend'', ''may'', ''plan'', ''predict'', ''project'', ''will'' or the negative of those variations, or comparable expressions, including references to assumptions. These statements are contained in all sections of this document. The forward-looking statements in this document, including statements concerning projections of the Enlarged Group's future results, operating profits and earnings, are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements but do not extend to the statement by the Directors and the Proposed Directors in paragraph 15 of Part VIII of this document in relation to sufficiency of working capital.

Certain risks relating to the Enlarged Group are specifically described in Part III of this document. If one or more of these risks or uncertainties arises, or if underlying assumptions prove incorrect, the Enlarged Group's actual results may vary materially from those expected, estimated or projected. Given these uncertainties, potential Shareholders should not place over-reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this document. The Company undertakes no obligation to update forward-looking statements or risk factors other than as required by the AIM Rules or applicable law, whether as a result of new information, future events or otherwise.

 

Important Notices

 

The contents of this announcement is for general guidance only and it is the responsibility of any person or persons in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. No person has been authorised by the Company to issue any advertisement or to give any information or to make any representation in connection with the contents of this document and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company. This document should not be forwarded or transmitted to or into the Prohibited Territories or to any resident, national, citizen or corporation, partnership or other entity created or organised under the laws thereof or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. The distribution of this document may be restricted and accordingly persons into whose possession this document comes are required to inform themselves about and to observe such restrictions.

Prospective investors should inform themselves as to: (a) the legal requirements of their own countries for the purchase, holding, transfer or other disposal of the New Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the New Ordinary Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the New Ordinary Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. Statements made in this document are based on the law and practice currently in force in the UK and are subject to change. This document should be read in its entirety. All holders of Existing and New Ordinary Shares are entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of the Articles.

The delivery of this document or any subscriptions or purchases made hereunder and at any time subsequent to the date of this document shall not, under any circumstances, create an impression that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct.

PROSPECTIVE INVESTORS SHOULD READ THE WHOLE TEXT OF THIS DOCUMENT AND SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS ARE ADVISED TO READ, IN PARTICULAR, THE INFORMATION ON THE GROUP SET OUT IN PARTS I AND II AND THE RISK FACTORS SET OUT IN PART III OF THIS DOCUMENT.

The distribution of this document outside the UK may be restricted by law. No action has been taken by the Company, the holders of the Existing Ordinary Shares or Northland Capital Partners Limited that would permit a public offer of New Ordinary Shares or possession or distribution of this document where action for those purposes is required. Persons outside the UK who come into possession of this document should inform themselves about and observe any restrictions on the holding of New Ordinary Shares and/or the distribution of this document in their particular jurisdiction. Failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

The information below is for general guidance only and it is the responsibility of any person or persons in possession of this document and wishing to make an application for New Ordinary Shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. No person has been authorised by the Company to issue any advertisement or to give any information or to make any representation in connection with the contents of this document and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company.

This document does not constitute an offer to sell or an invitation to subscribe for, or a solicitation of an offer to subscribe or buy, New Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such an offer, invitation or solicitation. In particular, this document is not for distribution (directly or indirectly) in or into the Prohibited Territories, and should not be forwarded or transmitted to or into the Prohibited Territories or to any resident, national, citizen or corporation, partnership or other entity created or organised under the laws thereof or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. The distribution of this document may be restricted and accordingly persons into whose possession this document comes are required to inform themselves about and to observe such restrictions.

United States

This document is not for distribution in or into the United States. The New Ordinary Shares have not been registered with any securities regulatory authority of any state or other jurisdiction of the United States and, may not be offered for sale or subscription or placed or sold or subscribed directly or indirectly within the United States. The securities described herein have not been and will not be registered under the Securities Act. The New Ordinary Shares may not be offered, sold, resold, delivered or transferred within the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act (''Regulation S'')) except in accordance with the Securities Act or an exemption there from. The New Ordinary Shares are generally only being offered and sold outside the United States to persons who are not US Persons (within the meaning of Regulation S) in transactions complying with Regulation S, which provides an exemption from the requirement to register the offer and sale under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities authority or any other regulatory authority, nor have any of the foregoing passed upon or endorsed the merits of this document. Any representation to the contrary is unlawful.


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