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Close of Accelerated Bookbuild
Friday, October 21, 2016 - 09:31
ImmuPharma PLC (LSE:IMM), the specialist drug discovery and development company, is pleased to announce that further to the announcement made earlier today entitled "Proposed Accelerated Bookbuild for Vendor Placing and Issue of Equity", the accelerated bookbuild (the “Bookbuild”) process has now successfully closed.
The Company has placed 7,100,000 existing ordinary shares of 10p each (“Ordinary Shares”) held by Lanstead Capital (“Lanstead”) with new and existing institutional investors (the “Vendor Placing”) and raised a total of £1 million (before expenses) by way of an issue of 2,857,143 new Ordinary Shares (the “New Placing Shares”), also to new and existing investors (the “New Share Placing”). Both the Vendor Placing and the New Share Placing were executed at 35p (the “Placing Price”).
- New institutional investors have taken a stake in the Company
- Lanstead facilitated this transaction by the placing of 7,100,000 Ordinary Shares and now holds 10,521,555 Ordinary Shares representing 8.37% in the Company’s issued share capital after Admission
- £1 million (before expenses) raised for the Company via a placing of New Placing Shares, which are EIS and VCT qualifying
- The Company has undertaken the Bookbuild to:
- Satisfy new institutional demand and broaden its share register
- Strengthen ImmuPharma’s financial position to support its general working capital requirements
Commenting on the announcement, Tim McCarthy, Chairman, said: “We are delighted to welcome some new institutional holders onto our shareholder register alongside other new investors. We also thank Lanstead for their co-operation in facilitating this strengthening of our shareholder base and also showing their continued support as a key long term investor in ImmuPharma. From raising equity at 26 pence in February this year, the Board is delighted that the potential value of ImmuPharma is being increasingly recognised over the longer term. We look forward to communicating further key value enhancing newsflow during the remainder of this year and into 2017, with a focus on delivering on the key milestones for our pivotal Phase III Lupuzor™ trial.”
New Share Placing and Director Dealing
The New Share Placing resulted from strong institutional demand for the Company’s Ordinary Shares. The placees include Mr Robert Zimmer, the Company’s President and Chief Science Officer, who subscribed for 1,057,143 New Placing Shares at the Placing Price to increase his holding in the Company at 20.3% following Admission. The gross proceeds from the New Share Placing will provide the Company with additional working capital.
The 2,857,143 New Placing Shares will rank pari passu with the Company's existing Ordinary Shares. Application will be made for the New Placing Shares to be admitted to trading on AIM ("Admission") and it is expected that such Admission will become effective on or around 27 October 2016.
Following the successful completion of the Vendor Placing, the Company is pleased to welcome new institutional investors onto its share register. The Company’s Sharing Agreement with Lanstead (“Sharing Agreement”), which was announced on 5 February 2016, remains in place. Following the completion of the Vendor Placing, in recognition of the Company’s positive share price performance since the start of the Sharing Agreement, Lanstead has agreed to accelerate the next six monthly settlements to ImmuPharma under the Sharing Agreement which will result in ImmuPharma immediately receiving approximately £1.5 million, which will be applied to the Phase III clinical trial of Lupuzor™ as previously announced, in settlements under the Sharing Agreement. The remaining settlements under the Sharing Agreement will recommence in May 2017.
Related party transaction
Where a company enters into a related party transaction, under the AIM Rules the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.
As detailed above, Robert Zimmer has a current interest in approximately 23,494,410 Ordinary Shares (representing an interest of approximately 19.3%. of the Company’s Ordinary Shares). By virtue of Mr Zimmer's current interests in the Company, he is considered to be a "related party" as defined under the AIM Rules. AIM Rule 16 requires all transactions between the Company and Mr Zimmer completed during the twelve months prior to the latest transaction to be aggregated. Accordingly, Mr Zimmer’s participation in the New Share Placing constitutes a related party transaction for the purposes of Rules 13 and 16 of the AIM Rules.
The independent Directors, consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of Robert Zimmer's participation in the New Share Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
Total Voting Rights
Following Admission, the Company will have a total of 124,638,362 Ordinary Shares in issue with each share carrying the right of one vote. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.