Scancell Holdings Plc
27 July 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
27 July 2026
Scancell Holdings plc
("Scancell" or the "Company")
Result of Oversubscribed Retail Offer and Total Voting Rights
Scancell Holdings plc (AIM: SCLP), a late-stage clinical immuno-oncology company developing active immunotherapies designed to enhance anti-tumour immune responses in difficult-to-treat cancers, is pleased to confirm, further to the announcements made on 23 July 2026, the result of its significantly oversubscribed Retail Offer raising gross proceeds of £2.7 million (c.$3.6 million) at the Issue Price of 9 pence per share. Accordingly, the Company will issue a total of 30,004,836 new Ordinary Shares at the Issue Price pursuant to the Retail Offer.
The Launch of Retail Offer announcement released by the Company on 23 July 2027 detailed a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £2.3 million (c.$3.0 million) (before expenses). As a result of significant demand in the Retail Offer and the board of Scancell's desire to provide additional support for the Company's balance sheet, the Company modestly increased the size of the Retail Offer to £2.7 million (c.$3.6 million) with allocations scaled back due to the level of investor demand with preference towards existing shareholders of the Company.
In aggregate, the UK Placing and the Retail Offer have raised gross proceeds of approximately £15.7 million (c.$21.0 million) for the Company, via the Placing of 144,444,444 Placing Shares and the 30,004,836 Retail Offer Shares.
Admission and Total Voting Rights
An application has been made to London Stock Exchange plc for the Placing Shares and the Retail Offer Shares to be admitted to trading on AIM ("Admission"). It is expected Admission will become effective and dealings in the new Ordinary Shares will commence at 8:00 a.m. on or around 28 July 2026. The UK Placing and Retail Offer are conditional upon, among other things, Admission becoming effective.
Upon Admission, the Company's issued ordinary share capital will consist of 1,212,230,683 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 1,212,230,683. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The new Ordinary Shares to be issued pursuant to the Retail Offer will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the UK Placing and the Company's existing Ordinary Shares.
Capitalised terms used in this announcement have the meaning as defined in the US Listing Transaction Announcement and the Retail Offer Launch Announcement unless otherwise stated.
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Alex Hayward, Finance Director and Company Secretary.
For further information, please contact:
|
Scancell Holdings plc Phil L'Huillier, CEO Jean-Michel Cossery, Chairman David Schilansky, CFO |
+44 (0) 20 3709 5700 |
|
Panmure Liberum (Nominated Adviser, Joint Broker, UK Placement Agent) Emma Earl, Will Goode, Mark Rogers (Corporate Finance) Rupert Dearden (Corporate Broking) |
+44 (0) 20 7886 2500 |
|
Winterflood Retail Access Platform Sophia Bechev, Kaitlan Billings |
WRAP@winterflood.com +44(0) 20 3100 0214 |
Further information on the Company can be found on its website at www.scancell.co.uk.
The Company's LEI is 2138008RXEG856SNP666
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The content of this announcement has been prepared by and is the sole responsibility of the Company.
The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF's registered address is at 155 Bishopsgate, London, EC2M 3TQMF is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement may constitute forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and MF expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. Neither MF nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. MF and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Ordinary Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Panmure Liberum Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser, sole Placement Agent and joint broker to the Company in connection with the UK Placing. Panmure Liberum Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Panmure Liberum Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of Panmure Liberum Limited as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
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