TIDMSTX
RNS Number : 4453O
Shield Therapeutics PLC
03 October 2023
3 October 2023
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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN SHIELD THERAPEUTICS PLC IN ANY
JURISDICTION.
Shield Therapeutics plc
("Shield", the "Group" or the "Company")
Completion of SWK Financing
London, UK - 3 October 2023: Shield Therapeutics plc (LSE: STX
), a commercial stage pharmaceutical company , is pleased to
announce that further to the announcement on 28 September 2023
setting out details of a $20 million senior secured debt facility
from SWK Funding LLC and an Equity Financing (the "Financing
Announcement"), the SWK Financing has now been completed.
The Placing, the Subscription and the REX Retail Offer remain
conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms. The
Placing Agreement remains conditional, amongst other things, upon
the following:
-- the Company having complied with its obligations and having
satisfied all conditions under the Placing Agreement, which fall to
be performed on or satisfied prior to Admission; and
-- Admission occurring by no later than 8.00 a.m. on 4 October
2023 or such later time and date (being not later than 8.00 a.m. on
13 October 2023) as the Joint Bookrunners and the Company may
agree.
The REX Retail Offer through the REX platform is expected to
remain open until 10:00 a.m. on 3 October 2023. A further
announcement will be made in relation to the result of the REX
Retail Offer.
Unless otherwise defined, terms used in this announcement shall
have the same meaning as those used in the Financing
Announcement.
For further information, please contact:
Shield Therapeutics plc +44 (0) 191 511 8500
Greg Madison (CEO)
Hans-Peter Rudolf (CFO)
Peel Hunt LLP - Nominated Adviser, Joint Broker and Bookrunner +44 (0) 20 7148 8900
James Steel / Patrick Birkholm (Investment Banking)
Sohail Akbar / Jock Maxwell Macdonald (ECM)
Cavendish Capital Markets Ltd - Joint Broker and Bookrunner +44 (0) 20 7148 8900
Geoff Nash / George Dollemore (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Walbrook PR - Public Relations +44 (0) 20 7933 8780
or Shield@walbrookpr.com
Paul McManus / Lianne Applegarth / Alice Woodings
About Accrufer(R)/Feraccru(R)
Accrufer(R)/Feraccru(R) (ferric maltol) is a novel, stable,
non-salt based oral therapy for adults with iron deficiency, with
or without anemia. Accrufer(R)/Feraccru(R) has a novel mechanism of
action compared to other oral iron therapies and has been shown to
be an efficacious and well-tolerated therapy in a range of clinical
trials. More information about Accrufer(R)/Feraccru(R), including
the product label, can be found at: www.accrufer.com and
www.feraccru.com
About Shield Therapeutics plc
Shield is a commercial stage specialty pharmaceutical company
with a focus on addressing iron deficiency with its lead product
Accrufer(R)/Feraccru(R) (ferric maltol). The Group has launched
Accrufer(R) in the US and Feraccru(R) is commercialized in the UK
and European Union by Norgine B.V., who also have the marketing
rights in Australia and New Zealand. Shield also has an exclusive
license agreement with Beijing Aosaikang Pharmaceutical Co., Ltd.,
for the development and commercialization of
Accrufer(R)/Feraccru(R) in China, Hong Kong, Macau and Taiwan, with
Korea Pharma Co., Ltd. in the Republic of Korea, and with KYE
Pharmaceuticals Inc. in Canada.
Accrufer(R)/Feraccru(R) has patent coverage until the
mid-2030s.
Accrufer(R)/Feraccru(R) are registered trademarks of the Shield
Group
IMPORTANT NOTICES AND DISCLAIMER
This announcement ( "Announcement") and the information
contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction where
to do so would be unlawful. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. This Announcement has not been approved by the
London Stock Exchange or by any other securities exchange.
The New Shares, have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold by the Company outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act.
This announcement is being directed to persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
This announcement is for information purposes only and is
directed only at persons who are: (1) in Member States of the
European Economic Area, qualified investors as defined in article
2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"); (2) in the United Kingdom, qualified
investors as defined in article 2(e) of Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("EUWA") (the "UK
Prospectus Regulation"), who (A) fall within article 19(5)
("investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (B) fall within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order;
or (3) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"relevant persons"). This announcement and the terms and conditions
set out herein 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 and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
The New Shares have not been approved, disapproved or
recommended by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of New Shares.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, Australia, Canada,
Japan or the Republic of South Africa or to, or for the account or
benefit of, any national, resident or citizen of the United States,
Australia, Canada, Japan or the Republic of South Africa.
No public offering of securities is being made in the United
Kingdom, the United States or any other jurisdiction. Offers of the
New Shares will either be made pursuant to an exemption under the
EU Prospectus Regulation and the UK Prospectus Regulation (as such
terms are defined above) from the requirement to produce a
prospectus or otherwise in circumstances not resulting in an offer
of transferable securities to the public under section 102B of
FSMA.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as nominated
adviser and joint bookrunner to the Company and no one else in
connection with the Placing and is not acting for and will not be
responsible to any person other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing. Peel Hunt's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person in
respect of his decision to acquire shares in the Company in
reliance on any part of this Announcement.
Cavendish, which is authorised and regulated by the FCA for the
conduct of regulated activities in the United Kingdom, is acting as
joint bookrunner to the Company and no one else in connection with
the Placing and is not acting for and will not be responsible to
any person other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing.
Except as required under applicable law, neither Peel Hunt,
Cavendish nor any of their directors, officers, partners, members,
employees, advisers, affiliates or agents assume or accept any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Peel Hunt, Cavendish or any
of their affiliates in connection with the Company, the New Shares
or the Placing. Peel Hunt, Cavendish and each of their directors,
officers, partners, members, employees, advisers, affiliates and
agents accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Peel
Hunt, Cavendish or any of their directors, officers, partners,
employees, advisers, affiliates or agents as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and/or the Equity
Fundraising in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Peel Hunt, Cavendish or any
of their respective affiliates that would, or which is intended to,
permit an offering of the New Shares in any jurisdiction or result
in the possession or distribution of this Announcement or any other
offering or publicity material relating to New Shares in any
jurisdiction where action for that purpose is required.
This Announcement does not constitute a recommendation
concerning any investor's option with respect to the Equity
Fundraising. Each investor or prospective investor should conduct
his, her or its own investigation, analysis and evaluation of the
business and data described in this Announcement and publicly
available information. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult with his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
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.
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, as it forms part of UK domestic
law by virtue of the EUWA ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II, as amended, as it forms part of UK domestic law by virtue of
the EUWA; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of: (a) retail investors; (b) investors
who meet the criteria of professional clients; and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Peel Hunt and Cavendish will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Forward Looking Statements
This Announcement contains "forward-looking statements" which
include all statements (other than statements of historical facts)
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, and any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements 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 at 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 or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules for Companies.
This information is provided by RNS, the news service of the
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END
MSCBCBDGSXGDGXD
(END) Dow Jones Newswires
October 03, 2023 02:00 ET (06:00 GMT)
Shield Therapeutics (LSE:STX)
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