Placing and Subscription Raises
The Company has conditionally raised, in aggregate,
In total, the 32,774,141 new Ordinary Shares to be issued, in respect of the Placing Shares, Subscription Shares and the 851,064 Value Payment Shares (the "New Ordinary Shares"), represent approximately 37.0 per cent. of the existing issued share capital of the Company prior to the Placing and Subscription. The Placing Price and Issue Price represent a discount of 10.3 per cent. to the average mid-market closing price on
Completion of the Placing, Subscription and the Sharing Agreement remains subject, inter alia, to the approval of the Resolutions at the General Meeting to be held on or around
The New Ordinary Shares will be issued credited as fully paid and will be identical to, and rank pari passu in all respects with, the Existing Ordinary Shares, including the right to all dividends and other distributions declared, made or paid in respect of the Existing Ordinary Shares following the date of Admission.
The Company has applied to HM Revenue and Customs to receive VCT Advance Assurance and / or EIS Advance Assurance. The issue of any EIS Shares and the VCT Shares within the Placing is conditional upon EIS Advance Assurance and VCT Advance Assurance respectively being obtained prior to
A Circular to Shareholders, including a notice convening the General Meeting, will be despatched today and will also be available on the Company's website shortly at http://www.immupharma.org/. The Directors have irrevocably undertaken to vote in favour, or procure the vote in favour, of the Resolutions, amounting to, in aggregate, 26,648,779 Ordinary Shares, representing approximately 30.07 per cent. of the Existing Ordinary Shares.
Director Dealings and Related Party Transaction
In addition to the participation by
Director |
Number of Ordinary Shares currently held |
% of Existing Ordinary Shares |
Placing Shares acquired |
Resulting number of Ordinary Shares held |
% of enlarged share capital |
Robert Zimmer |
23,056,602 |
26.02% |
1,230,769 |
24,287,371 |
20.01% |
Tim McCarthy |
- |
- |
38,462 |
38,462 |
0.03% |
Dimitri Dimitriou |
3,528,968 |
3.98% |
38,462 |
3,567,430 |
2.94% |
Franco Di Muzio |
60,950 |
0.07% |
38,462 |
99,412 |
0.08% |
Stephane Mery |
2,259 |
0.0025% |
19,231 |
21,490 |
0.02% |
Immediately following Admission, the Directors will together hold 28,014,165 Ordinary Shares, representing 23.1 per cent. of the Company's share capital enlarged by the New Ordinary Shares.
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 an interest in approximately 23,056,602 Ordinary Shares (representing an interest of approximately 26.0 per cent. of the Existing Ordinary Shares). By virtue of Robert Zimmer's current interests in the Company, he is considered to be a "related party" as defined under the AIM Rules, and accordingly his participation in the Placing constitutes a related party transaction for the purposes of Rule 13 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 Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
For further information please contact:
Tim McCarthy, Chairman Lisa Baderoon, Head of Investor Relations
|
+ 44 (0) 20 7152 4080
+ 44 (0) 7721 413496 |
Panmure Gordon (Financial Adviser, Nominated Adviser & Broker) Fred Walsh, Duncan Monteith, Corporate Finance Charles Leigh-Pemberton, Corporate Broking
|
+44 (0) 20 7886 2500 |
Simon Courtney Elliott Berstock |
+44(0)20 3763 3400 |
All defined terms used in this announcement are defined, unless otherwise defined here, in the appendix to the Proposed Placing and Subscription and Notice of General Meeting announcement made earlier today.
This information is provided by RNS