Immunocore Announces Proposed Convertible
Senior Notes Offering
(OXFORDSHIRE, England & CONSHOHOCKEN, Penn.
& ROCKVILLE, Md, January 29, 2024) Immunocore Holdings plc
(Nasdaq: IMCR), today announced its intention to offer, subject to
market and other conditions, $300.0 million aggregate principal
amount of convertible senior notes due 2030 (the “notes”) in a
private offering to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”). Immunocore also expects to grant the initial purchasers of
the notes an option to purchase, for settlement within a period of
13 days from, and including, the date the notes are first issued,
up to an additional $45.0 million aggregate principal amount of the
notes.
The notes will be senior, unsecured obligations
of Immunocore, will accrue interest payable semi-annually in
arrears and will mature on February 1, 2030, unless earlier
converted, redeemed or repurchased. Upon conversion, Immunocore
will deliver ordinary shares represented by American Depositary
Shares (the “ADSs”) (each currently representing one of
Immunocore’s ordinary shares), together with, if applicable, a cash
payment in lieu of delivering any fractional ADS, at the
then-applicable conversion rate. The interest rate, initial
conversion rate and other terms of the notes will be determined at
the pricing of the offering.
Immunocore intends to use the net proceeds from
the offering, together with its existing cash and cash equivalents,
to accelerate its clinical pipeline and for ongoing commercial
expansion. In addition, Immunocore intends to repay in full loans
outstanding under its loan agreement with investment funds managed
by Pharmakon Advisors, LP. Immunocore intends to use any remaining
proceeds for other working capital and general corporate
purposes.
The offer and sale of the notes, the ADSs
deliverable upon conversion of the notes and the ordinary shares
represented thereby have not been, and will not be, registered
under the Securities Act or any other securities laws, and the
notes, such ADSs and such shares cannot be offered or sold except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any other
applicable securities laws. This press release does not constitute
an offer to sell, or the solicitation of an offer to buy, the
notes, the ADSs deliverable upon conversion of the notes or the
ordinary shares represented thereby, nor will there be any sale of
the notes, such ADSs or such shares, in any state or other
jurisdiction in which such offer, sale or solicitation would be
unlawful.
About Immunocore
Immunocore is a commercial-stage biotechnology
company pioneering the development of a novel class of TCR
bispecific immunotherapies called ImmTAX – Immune mobilizing
monoclonal TCRs Against X disease – designed to treat a broad range
of diseases, including cancer, autoimmune, and infectious disease.
Leveraging its proprietary, flexible, off-the-shelf ImmTAX
platform, Immunocore is developing a deep pipeline in multiple
therapeutic areas, including five clinical stage programs in
oncology and infectious disease, advanced pre-clinical programs in
autoimmune disease and multiple earlier pre-clinical programs.
Immunocore’s most advanced oncology TCR therapeutic, KIMMTRAK, has
been approved for the treatment of HLA-A*02:01-positive adult
patients with unresectable or metastatic uveal melanoma in the
United States, European Union, Canada, Australia, and the United
Kingdom.
Forward-Looking Statements
This press release contains forward-looking
statements that involve substantial risks and uncertainties. All
statements, other than statements of historical facts, included in
this press release, including, but not limited to, statements
regarding the proposed offering, the anticipated terms of the notes
and Immunocore’s expected use of proceeds from the proposed
offering are forward-looking statements. These forward-looking
statements are based on Immunocore’s current expectations and
inherently involve significant risks and uncertainties. Immunocore
may not actually achieve the plans, carry out the intentions or
meet the expectations or projections disclosed in the
forward-looking statements, and you should not place undue reliance
on these forward-looking statements, which speak only as of the
date hereof. Actual results or events could differ materially from
the plans, intentions, expectations and projections disclosed in
the forward-looking statements. Various important factors could
cause actual results or events to differ materially from the
forward-looking statements that Immunocore makes, including the
following: risks and uncertainties related to completion of the
offering on the anticipated terms or at all; market conditions
(including market interest rates) and the satisfaction of customary
closing conditions related to the offering; and unanticipated uses
of capital. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to Immunocore’s business in general, see Immunocore’s
Annual Report on Form 20-F for the year ended December 31, 2022
filed with the U.S. Securities and Exchange Commission (“SEC”) on
March 1, 2023, as well as discussions of potential risks,
uncertainties, and other important factors in Immunocore’s
subsequent filings with the SEC. All information in this press
release is as of the date of the release, and Immunocore undertakes
no duty to update this information, except as required by law.
Important Information
This announcement is being distributed only to,
and is directed only at: (I) in the European Economic Area (“EEA”),
persons who are qualified investors as defined in Article 2 of
Regulation (EU) 2017/1129, as amended (the “Prospectus
Regulation”), and (II) in the United Kingdom (“UK”), persons who
are qualified investors as defined in the Prospectus Regulation as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended, who are (i) persons having
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”), or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of
the Order, all such persons together being referred to as “Relevant
Persons”. This announcement must not be acted on or relied upon (i)
in the EEA, by persons who are not qualified investors, and (ii) in
the UK, by persons who are not Relevant Persons. The notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such notes will be engaged in only
with, (A) qualified investors in the EEA, and (B) Relevant Persons
in the United Kingdom.
CONTACT:
ImmunocoreSébastien Desprez, Head of
CommunicationsT: +44 (0) 7458030732E:
sebastien.desprez@immunocore.com Follow
on Twitter: @Immunocore
Investor Relations Clayton Robertson,
Head of Investor RelationsT: +1 215-384-4781E:
ir@immunocore.com
Immunocore (NASDAQ:IMCR)
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