Immunocore Announces Proposed Convertible Senior Notes Offering
Immunocore Holdings plc (Nasdaq: IMCR) announced its intention to offer $300.0 million aggregate principal amount of convertible senior notes due 2030 in a private offering to qualified institutional buyers. The notes will be senior, unsecured obligations and will accrue interest payable semi-annually in arrears. Immunocore plans to use the net proceeds to accelerate its clinical pipeline and for ongoing commercial expansion, as well as to repay loans outstanding under its loan agreement with investment funds managed by Pharmakon Advisors, LP.
Immunocore's decision to issue $300 million in convertible senior notes is a strategic move to raise capital. The additional option for purchasers to acquire up to $45 million more in notes suggests a potential increase in the total debt offering to $345 million. Convertible notes are a form of debt that can be converted into equity, typically at a premium to the current share price. This can be attractive to investors seeking both the security of fixed-income investments and the upside potential of equity.
From a financial perspective, the use of the proceeds to accelerate clinical pipelines indicates a focus on expanding R&D capabilities , which is pivotal for biotech firms that rely on innovation for growth. Repaying existing loans with Pharmakon Advisors improves the company's debt profile and may reduce interest expenses. However, the introduction of convertible notes could dilute existing shareholders if the notes are converted into equity. The impact on the stock market will depend on investor perception of Immunocore's growth prospects and the terms of the notes, such as the interest rate and conversion premium.
Immunocore's offering aligns with the broader trend in the biotech industry where companies often rely on alternative financing to fund research and commercial expansion. Convertible notes are a common instrument for this purpose. The market's response to such offerings typically hinges on the confidence in the company's pipeline and its commercialization strategy. Investors will scrutinize the details of the offering, such as the interest rate and conversion terms, to evaluate the potential return on investment.
Furthermore, the biotech sector is highly competitive and capital-intensive. Immunocore's intent to use the proceeds for its clinical pipeline and commercial expansion suggests an aggressive growth strategy. The success of this strategy is contingent on the company's ability to deliver on its clinical trials and bring viable products to market. The market will closely monitor Immunocore's progress in these areas, as they are critical determinants of long-term value creation.
The offering is being made to qualified institutional buyers under Rule 144A, which allows for the sale of securities to sophisticated investors without the need for a public offering. This is significant as it indicates that Immunocore is targeting investors who are presumably knowledgeable and capable of fending for themselves, thereby bypassing the need for the registration requirements of the Securities Act. However, the lack of registration also means that the securities cannot be sold to the general public, which limits the potential investor base.
The legal structure of the offering ensures that Immunocore complies with securities laws while accessing capital, but it also places restrictions on the liquidity of the notes. The mention of an exemption from registration requirements suggests that Immunocore is conscious of the regulatory framework and is taking steps to adhere to it while pursuing its financial objectives.
01/29/2024 - 04:05 PM
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:
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Investor Relations
What is Immunocore's ticker symbol?
The ticker symbol for Immunocore is 'IMCR'.
What is the purpose of the $300.0 million convertible senior notes offering?
The purpose of the offering is to accelerate Immunocore's clinical pipeline and for ongoing commercial expansion, as well as to repay loans outstanding under its loan agreement with investment funds managed by Pharmakon Advisors, LP.
How will the net proceeds from the offering be used?
Immunocore intends to use the net proceeds to accelerate its clinical pipeline and for ongoing commercial expansion, as well as to repay loans outstanding under its loan agreement with investment funds managed by Pharmakon Advisors, LP.
What are the terms of the convertible senior notes?
The notes will be senior, unsecured obligations and will accrue interest payable semi-annually in arrears. They will mature on February 1, 2030, unless earlier converted, redeemed, or repurchased.
Will the notes be registered under the Securities Act?
No, 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.
