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22/02/2002

Antisoma plc announces a fully underwritten 4 for 3 Rights Issue of up to ...

Antisoma plc announces a fully underwritten 4 for 3 Rights Issue of up to 118.5 million New Ordinary Shares at 20 pence per share

London, UK: Antisoma plc (LSE:ASM, NASDAQ-Europe:ASOM), the UK-based biopharmaceutical company specialising in the development of drugs to treat cancer, today announces its plans to raise approximately £22 million, net of expenses, by way of a 4 for 3 Rights Issue at 20 pence per share. The Rights Issue has been fully underwritten by SG Cowen and ING Barings.

A prospectus published by the Company and containing details of the Rights Issue (the "Prospectus") is expected to be posted to Qualifying Shareholders today and Provisional Allotment Letters are expected to be sent to Qualifying Shareholders following the EGM to be held on 18 March 2002.

Dr Barry Price, Chairman of Antisoma, commented:

“The Directors believe this Rights Issue will provide the necessary capital to enable Antisoma to continue development of its product candidates, and accordingly is in the best interests of shareholders. We now have nine products in development, and expect to have six products in clinical trials by the end of 2002. The proceeds of this fund raising will help the Company to realise the exciting potential of its product candidates in the fight against cancer.”

A presentation for analysts will be held at the offices of Financial Dynamics on 22 February 2002 at 9.30 a.m. UK time. Participants can also join a conference call at the same time. For further details, please call Claire Rowell on +44 (0)20 7269 7285.

Enquiries:

Antisoma plc
Glyn Edwards, Chief Executive Officer
Raymond Spencer, Chief Financial Officer		+44 (0)20 8799 8200
SG Cowen
Rodney Young		+44 (0)20 7762 5597
ING Barings
Neil Mackison		+44 (0)20 7767 1000
Financial Dynamics
Jonathan Birt/ Ben Atwell		+44 (0)20 7831 3113

Except for the historical information presented, certain matters discussed in this statement are forward looking statements that are subject to a number of risks and uncertainties that could cause actual results to differ materially from results, performance or achievements expressed or implied by such statements. These risks and uncertainties may be associated with product discovery and development, including statements regarding the Company's clinical development programmes, the expected timing of clinical trials and regulatory filings. Such statements are based on management's current expectations, but actual results may differ materially.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED IN THE UNITED STATES OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF ANTISOMA PLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES ABSENT REGISTRATION UNDER, OR AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.

 

Introduction

On 7 November 2001, Antisoma plc (“Antisoma” or the “Company”) announced its results for the first quarter of the current financial year and indicated the need to seek further funding to assist the successful implementation of its strategy. On 4 January 2002 Antisoma announced amendments to the agreements with Abbott Laboratories (“Abbott”) requiring Antisoma to commit additional resources to the development of its lead product candidate, pemtumomab. The Board has, therefore, today announced that it proposes to raise approximately £22 million (net of expenses) by way of a Rights Issue of up to 118.5 million new Ordinary Shares at 20p per share, a discount of 11p (35.5 per cent.) to the closing middle market price of 31p for Ordinary Shares trading on the London Stock Exchange on 21 February 2002, the last practicable date prior to the date of this announcement.

The Rights Issue is conditional upon the passing of Resolution No. 1 at an Extraordinary General Meeting to be held on 18 March 2002.

If the Rights Issue does not become unconditional in all respects and the Company does not receive any funds from any other source (e.g. under an out?licensing agreement), the Directors would rapidly assess possible courses of action open to the Company, which, it should be noted, could include instigating some form of insolvency procedure (most likely administration or liquidation).

Progress since flotation

Since the time of its flotation on Nasdaq EuropeSM in December 1998, the Company has made significant progress in a number of areas.

• Product candidates. In December 1998, the Company had one product candidate in clinical development (pemtumomab); it now has four. In addition to its product candidates based on monoclonal antibodies, Antisoma now has two small molecule product candidates in development: Thioplatin and DMXAA. This increase in both the breadth and depth of the Company’s portfolio has been achieved through internal project developments and in-licensing.
• Abbott Agreements. In October 1999, the Company entered into a license agreement with Abbott for the development and marketing of the Company’s lead product candidate, pemtumomab. At the same time Abbott agreed to subscribe for 6,084,180 Ordinary Shares and 4,331,683 Preference Shares in the capital of the Company. As announced by the Company on 4 January 2002, these agreements were amended to increase the royalties and milestone payments due to Antisoma in return for it assuming Abbott’s remaining share of pemtumomab’s development costs, of which approximately £7 million is estimated to be payable over the next three years.
• Additional employees. In January 1999, the Company employed 27 people. It now employs 38. The addition of these employees has strengthened the Company’s clinical development, project management, regulatory affairs and financial management capabilities. Recently, the Company announced the appointment of Dr Lloyd Kelland as Head of Laboratory. Dr Kelland joined Antisoma from the UK’s Cancer Research Campaign (CRC) Centre for Cancer Therapeutics, Institute of Cancer Research, London, where he was Reader/Associate Professor and head of drug evaluation.

Reasons for the Rights Issue

The Directors expect that the Company will continue to incur losses and to consume cash resources for a number of years in the development of its product candidates and will not be profitable until after one or more product candidates receives marketing approval from a regulatory authority in a major market such as the US or the European Union and sufficient sales of such product candidates are made. It is not currently expected that all the data required for the submission for marketing approval for Antisoma’s lead product, pemtumomab, will be available prior to 2004. A further period of time will be required for the Company then to prepare its marketing application and for the relevant regulatory authorities to review such application.

As at 31 December 2001, Antisoma had cash and liquid resources of approximately £5.2 million. The Company’s clinical programme requires further increased levels of capital expenditure in the foreseeable future as the Company continues to invest in its existing and new product candidates, including development costs of pemtumomab.

The Company, therefore, now requires further funds both to continue the development of its existing portfolio towards commercial fruition and also to provide working capital for general corporate purposes.

Use of proceeds

Antisoma intends to use the net proceeds of the Rights Issue to conduct the following activities and in the approximate amounts as stated:

• £9 million to progress the clinical development of its four existing product candidates currently in clinical trials and to commence clinical development of two of its product candidates which are currently in pre-clinical development. Progressing the clinical development of the lead product candidate pemtumomab is expected to account for the majority of these costs.
• £7 million to progress the further pre-clinical development of all of its product candidates and to obtain GMP manufactured product for the conduct of its clinical studies.
• £6 million for general corporate purposes and additional working capital.

The timing for further fundraising will be dependent on whether milestone payments are received from commercial partners, both existing (such as Abbott for pemtumomab) and in respect of product candidates presently unpartnered. Subject to the Rights Issue becoming unconditional in all respects, the Directors are of the opinion that the Company has sufficient working capital for at least the next 12 months. The Company is actively seeking commercial partners for product candidates in the Company’s portfolio in exchange for cash, commitments to provide development funding and agreements to pay royalties in respect of any sales of a successfully developed product candidate. Such agreements may include the issue of Ordinary Shares to the commercial partners. The Directors do not currently expect that Antisoma will commit additional resources to in-license any new drugs/product candidates within the next 12 months unless it is able to obtain additional funds from out-licensing existing product candidates or from another source (other than the proceeds of the Rights Issue).

Current trading and prospects

Antisoma has today announced its interim results for the six months ended 31 December 2001. The full text of the interim results announcement can be seen on the Company’s web site at www.antisoma.com. The Directors are confident that, following the Rights Issue, the prospects for the Antisoma Group are positive for the current financial year.

Principal terms of the Rights Issue

The Company is offering up to 118.5 million new Ordinary Shares by way of a Rights Issue to Qualifying Shareholders at the Rights Issue Price of 20p per share, payable in full on acceptance on the following basis:

4 New Ordinary Shares for every 3 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date and so in proportion for any other number of Existing Ordinary Shares then held and otherwise on the terms and conditions as set out in the Prospectus and the provisional allotment letter (“PAL”). Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and fractions will be ignored.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions hereafter declared, made or paid.

The Rights Issue is conditional, inter alia, upon (i) the Underwriting Agreement having become unconditional in all respects and not having been terminated in accordance with its terms; (ii) Resolution No.1 set out in the notice of extraordinary general meeting (the “Notice of EGM”) being passed; and (iii) Admission becoming effective not later than 8.00 a.m. on 19 March 2002 (or such later time and/or date as SG Cowen and the Company may agree in writing, being not later than 21 March 2002).

Applications have been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its market for listed securities. Applications have also been made to Nasdaq EuropeSM and the Belgian Banking & Finance Commissions for the New Ordinary Shares to be admitted to listing on Nasdaq EuropeSM. Subject to the passing of Resolution No. 1, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence, nil paid, by 8.00 a.m. on 19 March 2002.

Following Resolution No.1 being passed at the EGM, the Provisional Allotment Letter will be dispatched to Qualifying Shareholders. The Provisional Allotment Letter will show the number of New Ordinary Shares provisionally allotted to Qualifying Shareholders and will contain instructions regarding acceptance, payment, renunciation, splitting and registration in respect of the New Ordinary Shares. The Provisional Allotment Letters are expected to be renounceable until 8 April 2002.

The latest time and date for acceptance and payment in full in respect of the Rights Issue is 3.00 p.m. on 8 April 2002.

Further details of the Rights Issue, and the procedure for acceptance and payment, are set out in the Prospectus and the Provisional Allotment Letters.

Details of firm placing

In the interests of completing a successful fundraising the Underwriters have sought funds from certain institutional and private investors who require firm placed shares. One of these investors as an institutional accredited investor in the United States under Regulation D. The offer of New Ordinary Shares pursuant to Regulation D does not enable institutional accredited investors to participate in the sub?underwriting of the Rights Issue. However, Regulation D enables institutional accredited investors to participate in a placing of New Ordinary Shares. In order to meet this demand for firm placed shares, at the Company’s request, Leventis Holding SA (“Leventis”) and Abbott have irrevocably undertaken to renounce their respective entire entitlement to subscribe for New Ordinary Shares. The Underwriters have entered into arrangements to pre place these New Ordinary Shares (for which Leventis and Abbot would otherwise have been entitled to subscribe) with these institutional and private investors at the Rights Issue Price. Leventis also intends to enter into arrangements with the Underwriters to sub-underwrite New Ordinary Shares to be issued pursuant to the Rights Issue (further details of these arrangements are set out below).

Directors’ and major shareholders’ intentions

The Directors have irrevocably undertaken to subscribe for 223,000 new Ordinary Shares, representing 100 per cent. of their entitlement pursuant to the Rights Issue. In addition Grahame Cook, Glyn Edwards, Michael Pappas, Raymond Spencer and James Coombes intend to enter into arrangements with the Underwriters to sub?underwrite up to 1,581,670 new Ordinary Shares, being 1.34 per cent. of the New Ordinary Shares to be issued pursuant to the Rights Issue.

Leventis is interested in approximately 18.93 per cent. of the Existing Ordinary Share Capital and, as such, is entitled to subscribe for an aggregate of 22,431,835 new Ordinary Shares under the terms of the Rights Issue. Leventis has irrevocably undertaken to renounce all of the New Ordinary Shares for which it would be entitled to subscribe pursuant to the Rights Issue. In addition, Leventis intends to enter into arrangements with the Underwriters to sub?underwrite New Ordinary Shares worth, at the Rights Issue Price, up to £3.4 million.

Abbott is interested in approximately 6.85 per cent. of the Existing Ordinary Share Capital and, as such, is entitled to subscribe for an aggregate of 8,112,240 new Ordinary Shares under the terms of the Rights Issue. Abbott has irrevocably undertaken to renounce all of the New Ordinary Shares for which it would be entitled to subscribe pursuant to the Rights Issue.

ICRT (a wholly owned subsidiary of the Imperial Cancer Research Fund which, following its merger with Cancer Research Campaign is now controlled by Cancer Research UK, charity no. 1089464) is interested in approximately 4.80 per cent. of the Existing Ordinary Share Capital and, as such, is entitled to subscribe for an aggregate of 5,687,400 new Ordinary Shares under the terms of the Rights Issue. Cancer Research UK intends to enter into arrangements with the Underwriters to sub?underwrite New Ordinary Shares worth, at the Rights Issue Price, up to £1 million.

3i plc is interested in approximately 4.42 per cent. of the Existing Ordinary Share Capital and, as such, is entitled to subscribe for an aggregate of 5,234,270 new Ordinary Shares under the terms of the Rights Issue. 3i plc intends to enter into arrangements with the Underwriters to sub?underwrite New Ordinary Shares worth up to £1 million at the Rights Issue Price.

John Harvey is interested in approximately 3.76 per cent. of the Existing Ordinary Share Capital and, as such, is entitled to subscribe for an aggregate of 4,460,000 new Ordinary Shares under the terms of the Rights Issue. Mr. Harvey intends to enter into an arrangement with the Underwriters to sub?underwrite New Ordinary Shares worth, at the Rights Issue Price, up to £500,000.

Unless otherwise stated, all terms defined in the Prospectus shall have the same meanings when used in this announcement.