THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (THIS "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SYNAIRGEN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. MARKET SOUNDINGS (AS DEFINED IN THE MARKET ABUSE REGULATION (EU REGULATION NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 "UK MAR")) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. 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.
20 December 2024
Synairgen plc
Proposed Fundraising to raise a minimum of £18 million and a maximum of £19 million
and
Proposed Waiver of Rule 9 of the City Code on Takeovers and Mergers
Synairgen (LSE: SNG) ("Synairgen", the "Company" and, together with its subsidiary undertakings, the "Group"), the respiratory company developing SNG001, an investigational formulation for inhalation containing the broad-spectrum antiviral protein interferon beta, announces that it has conditionally raised £18.0 million (before expenses) through the conditional subscription of 900,000,000 new Ordinary Shares (the “Subscription Shares”) by TFG Asset Management UK LLP (“TFG Asset Management UK”) (on behalf of the Relevant Funds) at an issue price of 2 pence per new Ordinary Share (the “Issue Price”).
In addition, the Company is seeking to raise up to £6.0 million (before expenses) through the conditional subscriptions by certain of the Directors for, in aggregate, 1,250,000 new Ordinary Shares, and a proposed Placing and Open Offer of up to an aggregate of 298,750,002 new Ordinary Shares, in each case at the Issue Price (together, the “Non-Underwritten Fundraising”).
The minimum amount which must be raised by the Non-Underwritten Fundraising in order for it to proceed is £2.9 million (before expenses) (the “Minimum Fundraising Condition”). In the event that the Minimum Fundraising Condition is satisfied, the maximum amount to be conditionally raised by the Company in the Fundraising will be capped at £19 million, and the quantum of the Subscription by TFG Asset Management UK will be reduced by an amount equal to the quantum of the Non-Underwritten Fundraising up to a maximum of £6.0 million.
The net proceeds from the Fundraising will be used to fund external and internal costs of a Phase 2 trial of SNG001 in mechanically ventilated patients with confirmed respiratory viral infections, drug manufacturing and stability testing.
Richard Marsden, CEO of Synairgen, said: “We are delighted to have secured a path forward for SNG001 with the conditional raise of £18.0 million to advance a large Phase 2 trial in patients requiring mechanical ventilation due to respiratory viral infections. These patients are severely ill and face mortality rates of between 25% to 45%. SNG001 is a broad-spectrum antiviral offering potential against a range of respiratory viruses, including common cold, flu and coronaviruses, which can lead to critical illness. By delivering SNG001 directly into the lungs as an aerosol we aim to boost and/or restore the lungs' antiviral responses to clear the virus and improve patients’ outcomes. If we can demonstrate a significant reduction in mortality it will make SNG001 a valuable asset, attractive to pharma company partners. We are grateful for the support from TFG Asset Management UK and the ongoing support of our shareholders as we now look forward to initiating this important trial in 2025.”
Mark Parry-Billings, Chairman of the Board of Synairgen, said: “The securing of this conditional raise of £18.0 million is testament to the potential clinical benefit and commercial opportunity that SNG001 holds for patients with severe viral lung infections. We are thankful to TFG Asset Management UK for being such a supportive investor and we are also delighted to launch an Open Offer today, providing our existing and loyal shareholders with a chance to participate in the future fundraise. We believe this fundraising to be in the best interests of the Company and our shareholders as a whole and we look forward to providing a further update in early 2025.”
Fundraising highlights:
- Conditional subscription for a minimum of 649,999,998 Subscription Shares and a maximum of 900,000,000 Subscription Shares by TFG Asset Management UK (on behalf of the Relevant Funds), to raise a minimum of £18 million and a maximum of £19 million (before expenses).
- Proposed Placing, to be conducted through a bookbuilding process (the "Bookbuilding Process"), and proposed Open Offer to raise up to, in aggregate, £5.975 million (before expenses) through the issue of up to 298,750,002 new Ordinary Shares.
- The Bookbuilding Process will commence with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in the appendix to this Announcement. Cavendish is acting as sole bookrunner in connection with the Placing.
- Conditional subscriptions by certain of the Directors for, in aggregate, 1,250,000 Director Subscription Shares, raising £25,000 (before expenses).
- The Issue Price of 2 pence per New Ordinary Share represents a discount of approximately 46.6 per cent. to the closing middle market price of 3.745 pence per existing Ordinary Share on 19 December 2024 (being the latest practicable date prior to the publication of this Announcement).
- In order for the Non-Underwritten Fundraising to proceed a minimum of £2.9 million must be raised through it.
- In the event that the Minimum Fundraising Condition is satisfied, the maximum amount to be conditionally raised by the Company in the Fundraising will be capped at £19 million and the quantum of the Subscription by TFG Asset Management UK will be reduced accordingly by up to a maximum of £6.0 million.
- Following the completion of the Subscription, TFG Asset Management UK (on behalf of the Relevant Funds) would, in aggregate, be interested in Ordinary Shares that carry more than 30 per cent. of the Company's voting share capital which would ordinarily result in TFG Asset Management UK having to make a mandatory offer under Rule 9 of the Takeover Code. However, the Panel has agreed to waive the obligation on TFG Asset Management UK to make a mandatory offer that would otherwise, subject to the approval of the Independent Shareholders on a poll at the General Meeting.
IN THE EVENT THAT THE NON-UNDERWRITTEN FUNDRAISING DOES NOT RAISE, IN AGGREGATE, A MINIMUM OF £2.9 MILLION FOR THE COMPANY, NO ELEMENT OF THE NON-UNDERWRITTEN FUNDRAISING WILL PROCEED. ALL MONIES SHALL BE RETURNED TO QUALIFYING SHAREHOLDERS WHO PARTICIPATED IN THE OPEN OFFER AND NO PLACING SHARES, OPEN OFFER SHARES OR DIRECTOR SUBSCRIPTION SHARES WILL BE ISSUED BY THE COMPANY.
SUBJECT TO THE APPROVAL OF THE RESOLUTIONS AT THE GENERAL MEETING, IF THE MINIMUM FUNDRAISING CONDITION IS NOT SATISFIED, WHILE THE SUBSCRIPTION WOULD STILL PROCEED, THE COMPANY INTENDS TO APPLY FOR THE CANCELLATION OF ITS ORDINARY SHARES FROM TRADING ON AIM IN EARLY 2025. ACCORDINGLY, A SEPARATE CIRCULAR WOULD BE SENT TO SHAREHOLDERS FOLLOWING ADMISSION REQUESTING THAT THEY APPROVE SUCH CANCELLATION IN ACCORDANCE WITH RULE 41 OF THE AIM RULES. A RESOLUTION TO APPROVE SUCH CANCELLATION REQUIRES THE APPROVAL OF 75 PER CENT OF THOSE SHAREHOLDERS WHO ACTUALLY VOTE IN A GENERAL MEETING. IF THE MINIMUM FUNDRAISING CONDITION IS NOT MET, TFG ASSET MANAGEMENT UK’S RESULTANT HOLDING IN THE COMPANY WOULD BE 86.9 PER CENT. OF THE ENLARGED ISSUED SHARE CAPITAL AND ACCORDINGLY IT WOULD BE ABLE TO PASS SUCH RESOLUTION ON ITS OWN, NOTWITHSTANDING HOW MANY SHAREHOLDERS MAY VOTE AGAINST. TFG ASSET MANAGEMENT UK HAS NOTIFIED THE COMPANY THAT SHOULD THIS BE THE CASE, IT WOULD VOTE “FOR” SUCH RESOLUTION AND APPROVE THE CANCELLATION.
Posting of Circular
The Company also confirms that a circular (the "Circular"), which contains, inter alia, a notice convening the General Meeting to be held on 16 January 2025 at 10.30 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT, will today be published and posted to Shareholders, along with the Application Form for the Open Offer (where applicable).
The Circular will also be made available on the Company's website: https://www.synairgen.com/investors.
Definitions
Defined terms and expressions used in this Announcement are set out at the end of this Announcement.
Enquiries:
Synairgen plc | + 44 (0)23 8051 2800 |
Cavendish Capital Markets Limited – | + 44 (0)20 7220 0500 |
Geoff Nash/Camilla Hume/George Lawson/Elysia Bough | |
ICR Healthcare (Financial Media and Investor Relations) | +44 (0)20 3709 5700 |
Mary-Jane Elliott/Namrata Taak/Lucy Featherstone |
Expected Timetable of the Fundraising
Record Date for the Open Offer | 6.00 p.m. on 18 December 2024 |
Announcement of the Fundraising | 20 December 2024 |
Publication and despatch of the Circular and, to Qualifying Non-Crest Shareholders, the Application Form | 20 December 2024 |
Existing Ordinary Shares marked "ex" by the London Stock Exchange | 8.00 a.m. on 20 December 2024 |
Basic Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders | 23 December 2024 |
Latest recommended time and date for requesting withdrawal of Basic Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 9 January 2025 |
Latest time and date for depositing Basic Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST | 3.00 p.m. on 10 January 2025 |
Latest time and date for splitting of Application Forms under the Open Offer (to satisfy bona fide market claims) | 3.00 p.m. on 13 January 2025 |
Latest time and date for receipt of electronic voting instructions via www.signalshares.com or via CREST instructions or Forms of Proxy | 10.30 a.m. on 14 January 2025 |
Latest time and date for:
| 11.00 a.m. on 15 January 2025 |
Announcement of the results of the Placing and the Open Offer | 15 January 2025 |
General Meeting | 10.30 a.m. on 16 January 2025 |
Announcement of the results of the General Meeting | 16 January 2025 |
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings | 8.00 a.m. on 17 January 2025 |
Where applicable, expected date for CREST accounts to be credited in respect of the New Ordinary Shares in uncertificated form | 17 January 2025 |
Where applicable, expected date for despatch of definitive share certificates for the New Ordinary Shares in certificated form | 24 January 2025 |
Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to the Shareholders by announcement through a regulatory information service. All events listed in the above timetable following the General Meeting are conditional on inter alia, the passing of the Resolutions at the General Meeting. All of the above times refer to London time unless otherwise stated.