Silver Falcon Plc (LSE: SILF) announces the agreement to acquire Hemogenyx Pharmaceuticals Limited for £8m (the “Acquisition”) to be satisfied by the issue of 228,571,428 Consideration Shares at a price of 3.5p per share.
Hemogenyx Pharmaceuticals Limited is the holding company for Hemogenyx LLC (“Hemogenyx”), a US based biotechnology company developing therapies to transform bone marrow and blood stem cell transplantation.
In conjunction with the Acquisition, the Company has raised £2m through the issue of 57,142,857 New Ordinary Shares in a Placing and Subscription at a price of 3.5p per share, plus 1 for 2 warrants to qualifying shareholders over 62,021,429 New Ordinary Shares at 4.0p per share.
In addition, 3,428,541 New Ordinary Shares will be issued to directors and advisers and up to 24,566,952 New Ordinary Shares will be available under options granted or to be granted to employees, proposed directors and advisory board members.
As the Acquisition is classified as a reverse takeover for the purpose of the Listing Rules, completion of the Acquisition, together with the Placing and Subscription will require the cancellation of the Existing Ordinary Shares on the standard listing segment of the Official List and readmission of the Existing Ordinary Shares and the admission of the New Ordinary Shares to the standard listing segment of the Official List maintained by the FCA and to trading on the main market for listed securities of the London Stock Exchange.
Completion of the Acquisition, Placing and Subscription is conditional upon the Resolutions being passed at the General Meeting of the Company, to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 4 October 2017.
Subject to passing of the Resolutions, it is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence at 8.00 a.m. on 5 October 2017.
The Company will then trade under the new company name of Hemogenyx Pharmaceuticals Plc and new ticker symbol “HEMO”.
The market capitalisation of the Company is expected to be £12.46m on Admission.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada or Japan or in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “targets”, “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.
Company Name: Silver Falcon Plc
Phone: +44 (0)20 7933 8780
Country: United Kingdom