The Board of Evgen Pharma plc (AIM: EVG), the clinical stage drug development company developing sulforaphane-based medicines for the treatment of multiple diseases is pleased to announce a retail offer to existing retail shareholders via BookBuild (the 'Retail Offer') to raise up to GBP1.0 million through the issue of new ordinary shares of 0.25p each in the capital of the Company (the 'Retail Offer Shares').
Under the Retail Offer, up to 100,000,000 Retail Offer Shares will be made available at an issue price of 1 pence per New Ordinary Share.
In addition to the Retail Offer, the Company is also conducting a Placing and Subscription of new Ordinary Shares at the Issue Price (the 'Placing', the 'Subscription' and together with the Retail Offer, the 'Fundraising'). A separate announcement has been made regarding the Placing and Subscription and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription and completion of the Placing and/or Subscription is not conditional on the completion of the Retail Offer. Full details of the Fundraising, including the background to and reasons for the Placing and Subscription and the Retail Offer is included in the separate announcement released by the Company this afternoon.
The Issue Price represents a premium of approximately 5.26 per cent to the closing share price of 0.95 pence per Existing Ordinary Share on 18 March 2024 (being the last Business Day prior to the announcement of the Fundraising).
The Retail Offer is conditional on, inter alia, (i) the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting proposed to be held at the offices of Cavendish Capital Markets at 10:00 a.m. on 4 April 2024 and (ii) Admission. Subject to the passing of the Resolutions, Admission of the Retail Offer Shares is expected to take place at 8:00 a.m. on 5 April 2024. The net proceeds of the Fundraising will be used by the Group for additional working capital and to maintain the enlarged Group's patent portfolio whilst it seeks pre-clinical collaboration for either of the acquired assets and additional non-dilutive funding. The Group will also use the proceeds to continue to optimise manufacturing for clinical stage asset SFX-01 in future glioblastoma and autism spectrum disorder clinical studies.
Retail Offer
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its initial public offering. Given the support of retail shareholders, the Company believes that it is appropriate to provide its eligible existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through certain financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/ZQZWEQ/authorised-intermediaries
Cavendish Securities PLC will be acting as retail offer coordinator in relation to the Retail Offer (the 'Retail Offer Coordinator').
Existing retail shareholders can contact their broker or wealth manager ('Intermediary') to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom following release of this announcement. The Retail Offer is expected to close at 12:00 noon on 3 April 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
Eligible retail shareholders seeking to invest in Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ('EIS'). Further information in relation to the potential eligibility of the Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available) and by also emailing the Company CFO, Toni Haenninen, via EISVCT@evgen.com.
The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed GBP1.0 million (or the equivalent in Euros). Therefore, the exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with rules for AIM companies and their nominated advisers issued by the London Stock Exchange, the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ('MAR') as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP250.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/ZQZWEQ/authorised-intermediaries
There is no maximum application amount per eligible investor to apply in the Retail Offer, though note the total size of the Retail Offer (as referenced above) and the discretion the Company has to scale back applications. The terms and conditions on which eligible investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
EIS/VCT Schemes
The Company has been advised that the Company's business qualifies for EIS reliefs and is a qualifying business for VCT reliefs.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
Contact:
Dr Helen Kuhlman
Tel: +44 207 457 2020
Email: enquiries@evgen.com
Nigel Birks
Tel: +44 20 7220 0500
Jack Kincade
Tel: +44 207 457 2020
Email: Evgen@Instinctif.com
About Evgen Pharma plc
Evgen Pharma is a clinical stage drug development company developing sulforaphane based medicines for the treatment of multiple diseases. The Company's core technology is Sulforadex, a method for synthesising and stabilising the highly biologically active compound sulforaphane and novel proprietary analogues based on sulforaphane.
The Company's lead asset, SFX-01, is a patented composition of synthetic sulforaphane and alpha-cyclodextrin and has undergone clinical trials for oestrogen-positive (ER+) metastatic breast cancer and recently a Phase 1b study of the Company's new enteric coated tablet formulation. The FDA has granted Orphan Drug status to SFX-01 in malignant glioma. SFX-01 will be investigated initially in this indication as an investigator sponsored study in the Netherlands.
The Company also has a wide number of collaborations with leading academic centres in the UK, Europe and the US as part of the continuing strategy to build the scientific data for the compound. Recently, Evgen completed an out-licensing transaction with Stalicla SA, a Swiss specialist company in neurodevelopmental disorders, commencing with autism spectrum disorder. The deal, if successful, will generate milestone payments of $160.5m and a double-digit royalty on sales.
The Company has its headquarters and registered office at Alderley Park, Cheshire. It is listed on AIM in London and trades under the ticker symbol EVG.
EVGEN PHARMA PLC 
