NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE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. 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.
Hemogenyx Pharmaceuticals plc
(“Hemogenyx Pharmaceuticals” or the “Company”)
Posting of Circular
Hemogenyx Pharmaceuticals plc (LSE: HEMO), the biopharmaceutical group developing new therapies and treatments for deadly blood diseases, announces that further to the Company’s announcement on 18 November 2020 regarding the entry into a convertible loan note financing facility pursuant to which it has conditionally agreed to issue up to £60 million in aggregate principal amount of Convertible Loan Notes, a circular (the “Circular”) which includes a notice of a general meeting of the Company (the “General Meeting”) and a form of proxy relating to the General Meeting are being posted to shareholders today.
The issue of the Convertible Loan Notes is subject to, inter alia, the Company obtaining shareholder approval at the General Meeting to grant the Directors the necessary authorities to issue the Convertible Loan Notes. Further details of the Facility are set out in the Circular.
In light of the measures currently in place in the United Kingdom in response to the COVID-19 pandemic and in order to protect the health and safety of the Company’s shareholders and Directors, the Directors have taken the decision to use the flexibility provided for in the Corporate Governance and Insolvency Act 2020 to hold the General Meeting as a virtual meeting. The General Meeting is to be held virtually via the Lumi virtual meeting platform on 18 December 2020 at 2:00 p.m. (London time). Details of how to attend and vote at the General Meeting are contained in the Circular.
The Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company’s website at https://hemogenyx.com/investors/shareholder-information/.
The capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at approximately 10:30 a.m. on 18 November 2020 unless otherwise stated.
Enquiries:
| Hemogenyx Pharmaceuticals plc | https://hemogenyx.com |
| Dr Vladislav Sandler, Chief Executive Officer & Co-Founder | headquarters@hemogenyx.com |
| Peter Redmond, Director | peter.redmond@hemogenyx.com |
| SP Angel Corporate Finance LLP | Tel: +44 (0)20 3470 0470 |
| Matthew Johnson, Vadim Alexandre, Adam Cowl | |
| Peterhouse Capital Limited | Tel: +44 (0)20 7469 0930 |
| Lucy Williams, Duncan Vasey, Charles Goodfellow |
About Hemogenyx Pharmaceuticals plc
Hemogenyx Pharmaceuticals is a publicly traded company (LSE: HEMO) headquartered in London, with its US operating subsidiaries, Hemogenyx Pharmaceuticals LLC and Immugenyx LLC, located in New York City at its state-of-the-art research facility.
The Company is a pre-clinical stage biopharmaceutical group developing new medicines and treatments to treat blood and autoimmune disease and to bring the curative power of bone marrow transplantation to a greater number of patients suffering from otherwise incurable life-threatening diseases. Hemogenyx Pharmaceuticals is developing several distinct and complementary product candidates, as well as a platform technology that it uses as an engine for novel product development.
For more than 50 years, bone marrow transplantation has been used to save the lives of patients suffering from blood diseases. The risks of toxicity and death that are associated with bone marrow transplantation, however, have meant that the procedure is restricted to use only as a last resort. The Company’s technology has the potential to enable many more patients suffering from devastating blood diseases such as leukaemia and lymphoma, as well as severe autoimmune diseases such as multiple sclerosis, aplastic anaemia and systemic lupus erythematosus (Lupus), to benefit from bone marrow transplantation.
Important Notice
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 any jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction. No public offering of Convertible Loan Notes is being made in any jurisdiction. The distribution of this Announcement and the offering of the Convertible Loan Notes in certain jurisdictions may be restricted by law. No action has been taken by the Company that would permit an offering of the Convertible Loan Notes or possession or distribution of this Announcement or any other offering or publicity material relating to such Convertible Loan Notes in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.
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. The Company does not 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 Ordinary Shares 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 Ordinary Shares.
It is not expected that any Convertible Loan Notes will be admitted to trading on any stock exchange. This Announcement is not an offering document, prospectus, prospectus equivalent document.
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.