On September 21, 2020 NuCana plc, a clinical-stage biopharmaceutical company focused on significantly improving treatment outcomes for patients with cancer, reported the closing of its previously announced underwritten public offering of 17,888,889 American Depositary Shares ("ADSs"), at a public offering price of $4.50 per ADS, which includes 2,333,333 additional ADSs issued upon the exercise in full of the underwriters’ option to purchase additional ADSs (Press release, Nucana BioPharmaceuticals, SEP 21, 2020, View Source [SID1234565428]). The aggregate gross proceeds to NuCana from the offering, before deducting underwriting discounts and commissions and estimated offering expenses were $80.5 million. All of the ADSs in the offering were sold by NuCana.
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Jefferies, Cowen, William Blair, and Truist Securities acted as joint book-running managers for the offering.
The securities were offered pursuant to a shelf registration statement on Form F-3 which has been filed with the U.S. Securities and Exchange Commission (the "SEC") and was declared effective on October 22, 2018. This offering was made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available for free on the SEC’s website located at View Source Copies of the final prospectus supplement and accompanying prospectus relating to this offering may also be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 547-6340 or by e-mail at [email protected], or Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, email: [email protected], telephone: 1-833-297-2926, or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at [email protected], or Truist Securities, Inc., 3333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326, Attention: Prospectus Department; email: [email protected]. For the avoidance of doubt, such prospectus does not constitute a "prospectus" for the purposes of the Prospectus Regulation (as defined below) and has not been reviewed by any competent authority in any EEA member state or the United Kingdom.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
For readers in the European Economic Area (EEA) and the United Kingdom
In any EEA Member State and the United Kingdom (a "Relevant State"), this communication is only addressed to and directed at "qualified investors" in that Relevant State within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation").
Further notice for readers in the United Kingdom
There will be no offer of ADSs to the public in the United Kingdom. This communication, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 as amended ("FSMA")) in connection with the securities which are the subject of the offering described in this press release or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication does not contain an offer or constitute any part of an offer to the public within the meaning of ss. 85 and 102B of FSMA or otherwise.