CORRECTION: MaxCyte Announces £40m Subscription
GENERAL TEXT AMENDMENT
The following amendment(s) have been made to the ' MaxCyte Announces £40 million Subscription' announcement released on 03/02/2021 at 16.36 under RNS No 9191N.
References to "T. Rowe Price" have now been corrected to "Funds and accounts advised by T. Rowe Price Associates, Inc."
All other details remain unchanged.
The full amended text is shown below.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION WITHDRAWAL ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
("MaxCyte" or the "Company")
MaxCyte Announces £40 million (approx. $55 million1) Subscription Led by New and Existing Healthcare Specialist Investors
Subscription led by D1 Capital Partners, Funds and accounts advised by T. Rowe Price Associates, Inc., ArrowMark Partners, Baron Capital Group and First Light Asset Management alongside existing investors Casdin Capital and Sofinnova Partners
Gaithersburg, Maryland - 3 February 2021 : MaxCyte (LSE: MXCT, MXCL), a global cell-engineering and life sciences company, announces today a subscription (the "Subscription") to raise gross proceeds of £40 million (approx. $55 million1), consisting of subscriptions via a private placement of 5,740,000 new shares of common stock of the Company, of $0.01 par value per share (the "Subscription Common Stock") at a price of 700 pence per share (the "Issue Price"), representing a premium of approx. 4.5 per cent. to the Company's mid-market closing price as at 2 February 2021, being the last practicable date prior to this announcement.
The Subscription provides a strategic capitalisation round to introduce new crossover investors to the Company's share register as it progresses its pursuit of a dual-listing on Nasdaq in 2021, which remains on-track. Subscribers include a mix of new and existing investors, including D1 Capital Partners, Funds and accounts advised by T. Rowe Price Associates, Inc., ArrowMark Partners, Baron Capital Group and First Light Asset Management, alongside existing investors Casdin Capital and Sofinnova Partners.
Proceeds from the Subscription will be used to strengthen MaxCyte's balance sheet to enable the Company to support the burgeoning field of next-generation cell therapeutic development via its best-in-class cell engineering approaches.
Stifel Nicolaus Europe Limited acted as Sole Private Placement Agent to the Company in connection with the Subscription.
Doug Doerfler, President & Chief Executive Officer of MaxCyte, said: "I am delighted to welcome new life science specialist investors D1 Capital Partners, Funds and accounts advised by T. Rowe Price Associates, Inc., ArrowMark Partners, Baron Capital Group, and First Light Asset Management to MaxCyte, joining existing shareholders Sofinnova Partners and Casdin Capital in this successful transaction. The financing will strengthen the Company's balance sheet as we continue to focus on accelerating revenue growth in 2021 and beyond, and marks a further important step towards our goal to dual-list on Nasdaq in 2021."
Details of the Subscription
Binding conditional agreements have been entered in respect of the Subscription to raise £40 million (approx. $55 million1) through the issue of 5,740,000 Subscription Common Stock at the Issue Price. The Issue Price of 700 pence per share represents a premium of approximately 4.5 per cent. to the Company's mid-market closing price as at 2 February 2021, being the last practicable date prior to this announcement.
The 5,740,000 shares of Subscription Common Stock will represent approximately 6.9 per cent. of the Company's issued share capital following completion of the Subscription (the "Enlarged Share Capital") and is within the annual authorities in the Company's certificate of incorporation.
5,410,000 shares of Subscription Common Stock ("US Subscription Common Stock") have been offered and sold in transactions that are exempt from the registration requirements set out under the U.S. Securities Act of 1933 as amended (the "U.S. Securities Act"). An additional 330,000 shares of Subscription Common Stock have been offered and will be sold in an "offshore transaction" as defined in and pursuant to Regulation S under the U.S. Securities Act ("Reg S Subscription Common Stock").
The US Subscription Common Stock will be issued under the Company's existing unrestricted line of common stock under the symbol MXCT and ISIN US57777K1060.
The Reg S Subscription Common Stock will be subject to the conditions listed under section 903(b)(3), or Category 3 of the Regulation S, and as such will be issued under the Company's new restricted line of common stock under the symbol MXCN and ISIN USU575801258. The Reg S Subscription Common Stock (as represented by Depository Interests) will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S CAT 3/ 144A".
The Subscription is conditional on admission of the US Subscription Common Stock or Reg S Subscription Common Stock, as applicable, to trading on AIM ("Admission"). Admission of the US Subscription Common Stock is expected to take place at 8:00 a.m. on 8 February 2021 ("First Admission"). Admission of the Reg S Subscription Common Stock is expected to take place at 8:00 a.m. on 12 February 2021 ("Second Admission").
Potential secondary trade and Directors' dealings
In addition to the Subscription, which was significantly over-subscribed, Doug Doerfler, President, Chief Executive Officer and a Founder of MaxCyte; Ron Holtz, Senior Vice President and Chief Accounting Officer and J. Stark Thompson, Non-Executive Chairman, have indicated their intention to exercise up to 755,000 options over new Common Stock in total and to sell such new Common Stock to help satisfy unfulfilled demand. A further announcement will be made by the Company in due course, if applicable, as required under Article 19 of MAR.
Related party transaction
Casdin Capital is a New York City-based life science-focused investment fund and is investing approximately £6.2 million in the Subscription at the Issue Price. The participation by Casdin Capital is considered a related party transaction under the AIM Rules for Companies as Casdin Capital currently holds approximately 14.6 per cent. of the Company's issued share capital. Following the Subscription, Casdin Capital will hold 12,171,334 common stock representing 14.6 per cent. of the Company's Enlarged Share Capital. The Directors of the Company other than Messers Doerfler, Holtz and Thompson, having consulted with Panmure Gordon, the Company's Nominated Adviser, consider the terms of this transaction to be fair and reasonable insofar as shareholders are concerned.
Total voting rights
Upon First Admission, the total issued share capital of the Company is expected to be 82,832,169 shares of common stock. The number of unrestricted shares of common stock trading under the symbol MXCT is expected to be 72,932,080. In addition, a further 9,900,089 restricted shares of common stock trade under the symbol MXCL.
Upon Second Admission, the total issued share capital of the Company is expected to be 83,162,169 shares of common stock. The number of restricted shares of common stock trading under the symbol MXCN is expected to be 330,000. The number of unrestricted shares of common stock trading under the symbol MXCT and the number of restricted shares of common stock trading under the symbol MXCL are expected to remain unchanged.
All references to times and dates in this announcement are to times and dates in London, United Kingdom, unless otherwise stated.
For the purposes of MAR, the person responsible for arranging for the release of this Announcement on behalf of the Company is Maher Masoud, General Counsel.
1Based on an exchange rate 1 GBP = 1.3641 USD, as of February 2, 2021
Doug Doerfler, Chief Executive Officer
Amanda Murphy, Chief Financial Officer
Sole Private Placement Agent and
Stifel Nicolaus Europe Limited
Healthcare Investment Banking
Nicholas Moore / Ben Maddison / Samira Essebiyea
+44 (0) 20 7710 7600
Nominated Adviser and Joint Corporate Broker
Emma Earl / Freddy Crossley
+44 (0)20 7886 2500
Joint Corporate Broker
Numis Securities Limited
James Black / Duncan Monteith / Matthew O'Dowd
+44 (0)20 7260 1000
Financial PR Adviser
Consilium Strategic Communications
Mary-Jane Elliott / Chris Welsh
+44 (0)203 709 5700
MaxCyte is a world-leading provider of cell-engineering enabling technology and is responsible for helping to bring next-generation cell and gene-editing therapies to life. The Company's technology is deployed by leading drug developers worldwide, including all of the top ten global biopharmaceutical companies. MaxCyte licences have been granted for more than 140 cell therapy programmes, with more than 100 licensed for clinical use, and the Company has now entered into twelve clinical/commercial license partnerships with leading cell therapy and gene editing developers. MaxCyte was founded in 1998, is listed on the London Stock Exchange (LSE: MXCT, MXCL) and is headquartered in Gaithersburg, Maryland, US. For more information, visit www.maxcyte.com.
This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction (each, a "Restricted Jurisdiction"). The offering of securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Subscription Common Stock may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. There will be no public offer of securities of the Company in the United States.
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 Stifel Nicolaus Europe Limited ("Stifel"), Panmure Gordon (UK) Limited ("Panmure Gordon") or Numis Securities Limited ("Numis") or by any of their respective affiliates, directors, officers, employees, advisers 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 therefore is expressly disclaimed. None of Stifel, Panmure Gordon or Numis has authorised the contents of, or any part of, this Announcement.
Each of Stifel, Panmure Gordon and Numis is acting exclusively for the Company and no-one else in connection with the matters described in this Announcement and will not regard any other person as a client in relation to such matters and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to such matters. Panmure Gordon's responsibilities as nominated adviser and broker to the Company and Numis' and Stifel's obligations as broker to the Company are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire Subscription Common Stock in reliance on any part of this Announcement.
No public offering of Subscription Common Stock is being made in the United Kingdom, any Restricted Jurisdiction or elsewhere. The distribution of this Announcement and the offering of the Subscription Common Stock in certain jurisdictions may be restricted by law. No action has been taken by the Company or Stifel, Panmure Gordon or Numis that would permit an offering of such Subscription Common Stock or possession or distribution of this Announcement or any other offering or publicity material relating to such Subscription Common Stock in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Stifel, Panmure Gordon and Numis to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.
There are matters set out within this Announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the Company's Annual Report and Accounts for the period ended 31 December 2019, which is available on the Company's website at www.maxcyte.com. None of the Company, Stifel, Panmure Gordon and Numis undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a proﬁt forecast or proﬁt estimate or to imply that the earnings of the Company for the current or future ﬁnancial periods will necessarily match or exceed the historical or published earnings of the Company. The price of the Company's common stock and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Company's common stock.
This Announcement is not an offering document, prospectus, prospectus equivalent document or AIM admission document. It is expected that no offering document, prospectus, prospectus equivalent document or AIM admission document will be required in connection with the Subscription and no such document has been or will be prepared or submitted to be approved by the Financial Conduct Authority or submitted to the London Stock Exchange in relation to the Subscription.
Neither the content of the Company's website nor any links on the Company's website is incorporated in, or forms part of, this Announcement.