REG - Scancell Hlds - Extension of Convertible Loan Notes

Scancell HoldingsAnnouncement

02/07/2024 07:15

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RNS Number : 6982U  Scancell Holdings Plc  02 July 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF EU

REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM

BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

2 July 2024

 

 

Scancell Holdings plc

("Scancell" or the "Company")

 

Scancell extends Convertible Loan Note redemption dates by a further two years

 

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for
the treatment of cancer, announces that it has entered into a deed of
amendment (the "Deed of Amendment") relating to the extension of the
redemption dates of the outstanding unsecured convertible loan notes (the
"CLNs") issued by the Company in 2020.

 

All outstanding CLNs are held by funds managed by Redmile Group, LLC (the
"Redmile Funds"). The original terms of the CLNs were announced by the Company
on 22 July 2020 and 12 October 2020 and following an amendment announced on
28 October 2021 were due to be redeemed in August 2025 (£1.75m) in relation
to the Nil Rate Unsecured Convertible Loan Notes and November 2025 (£17.9m)
in relation to the 3% Unsecured Convertible Loan Notes.

 

Under the terms of the Deed of Amendment:

·    the deed and subsequent amendment constituting the Nil Rate Unsecured
Convertible Loan Notes is amended such that the redemption date is extended
to 12 August 2027, and

·     the deed and subsequent amendment constituting the 3% Unsecured
Convertible Loan Notes, is amended such that the redemption date is extended
to 10 November 2027.

 

As part of the agreement to extend the redemption dates, approximately £0.5m
of the 3% Unsecured Convertible Loan Notes will be redeemed in cash on or
around 5 July 2024. Additionally, the Redmile Funds and the Company have
agreed that the interest on the remaining 3% Unsecured Convertible Loan Notes
will be deferred and accrued rather than settled yearly resulting in a net
positive cash impact for the Company in the medium term. The 3% Unsecured
Convertible Loan Notes may now also be converted into ordinary shares at the
election of the noteholder prior to maturity having previously only been
convertible on the redemption date. The conversion price of 13 pence per
ordinary share remains unchanged

 

The total amount of the CLNs which remains outstanding following the
amendments is £19.25m of which (i) £1.75m remains outstanding on the Nil
Rate Unsecured Convertible Loan Notes and (ii) £17.5m remains outstanding on
the 3% Unsecured Convertible Loan Notes. The CLNs are required to be redeemed
on the new redemption dates above, if they have not previously been converted
into ordinary shares in the Company.

 

Related Party Transaction

 

By virtue of the Redmile Funds' shareholding in the Company, the amendments to
the CLNs and the entry into the Deed of Amendment by the Company constitutes a
related party transaction for the purpose of the AIM Rules for Companies. The
Directors, all of whom are independent of the Redmile Funds and independent in
respect of the CLNs, having consulted with the Company's nominated adviser,
Panmure Liberum Limited, consider that the terms of the related party
transaction are fair and reasonable insofar as shareholders are concerned.

 

For the purposes of UK MAR, the person responsible for arranging for the
release of this announcement

on behalf of the Company is Professor Lindy Durrant, Chief Executive Officer.

 

 

-ENDS-

 

 

 

 

 

 

 For further information, please contact:
 Scancell Holdings plc                                                    +44 (0) 20 3709 5700
 Professor Lindy Durrant, CEO

 Dr Jean-Michel Cosséry, Non-Executive Chairman

 Panmure Liberum Limited (Nominated Advisor and Joint Broker)             +44 (0) 20 7886 2500
 Emma Earl, Freddy Crossley, Will Goode, Mark Rogers (Corporate Finance)
 Rupert Dearden (Corporate Broking)
 WG Partners LLP (Joint Broker)                                           +44 (0) 20 3705 9330
 David Wilson/Claes Spang/Satheesh Nadarajah/Erland Sternby

 

 ICR Consilium                                  +44 (0) 20 3709 5700
 Mary-Jane Elliott/Angela Gray/Lindsey Neville  scancell@consilium-comms.com (mailto:scancell@consilium-comms.com)

 

About Scancell

 

Scancell is a clinical stage biopharmaceutical company that is leveraging its
proprietary research, built up over many years of studying the human adaptive
immune system, to generate novel medicines to treat significant unmet needs in
cancer and infectious disease. The Company is building a pipeline of
innovative products by utilising its four technology platforms: Moditope(®)
and ImmunoBody(®) for vaccines and GlyMab(®) and AvidiMab(®) for
antibodies.

 

Adaptive immune responses include antibodies and T cells (CD4 and CD8), both
of which can recognise damaged or infected cells. In order to destroy such
cancerous or infected cells, Scancell uses either vaccines to induce immune
responses or monoclonal antibodies (mAbs) to redirect immune cells or drugs.
The Company's unique approach is that its innovative products target
modifications of proteins and lipids. For the vaccines (Moditope(®) and
ImmunoBody(®)) this includes citrullination and homocitrullination of
proteins, whereas its mAb portfolio targets glycans or sugars that are added
onto proteins and / or lipids (GlyMab(®)) or enhances the potency of
antibodies and their ability to directly kill tumour cells (AvidiMab(®)).

 

For further information about Scancell, please visit:
https://www.scancell.co.uk/ (https://www.scancell.co.uk/)

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