News

Company   ImmuPharma PLC
TIDM         IMM
Headline     Fund Raising
Released    07:00 02-Jul-08
Number     0897Y07

FOR IMMEDIATE RELEASE

London, 2 July 2008

ImmuPharma raises £1.6 million to advance development programmes

ImmuPharma PLC (LSE:IMM), ("ImmuPharma" or the "Company"), the specialist drug discovery and development company, announces that it has raised approximately £1.6 million (approximately £1.5 million net of expenses) principally from institutional investors through a placing of 2,697,034 new ordinary shares of 10p each in the Company at a price of 60 pence per share subject to the terms and conditions set out in the Appendix to this announcement (the "Placing").

Funds raised from the Placing will be invested in the continued development of the Company's clinical and preclinical pipeline, including facilitating the pursuit of grant opportunities. The Company's principal current assets include LupuzorTM, a long-term treatment for Lupus, the life threatening auto immune disease which is currently undergoing a Phase IIb trial in 200 patients, and IPP-204106, an anti-cancer drug candidate at the pre-clinical stage.

The Placing is conditional on the admission of the new ordinary shares to trading on AIM. Application will be made to the London Stock Exchange plc for the admission of the new ordinary shares to trading on AIM. It is expected that admission of the new ordinary shares will become effective and dealings will commence on AIM at 8.00 a.m. on 7 July 2008. The new ordinary shares will, when issued, rank pari passu with the existing ordinary shares of the Company.

Following the share issue referred to above, ImmuPharma will have 75,473,183 ordinary shares of 10p each in issue.

Richard Warr, Chairman, said: "We are delighted that our progress over the last year and prospects for the future has led to institutional demand for ImmuPharma's shares. We are pleased to welcome our new investors and thank our existing shareholders for their continuing support."

Dr. Robert Zimmer, President & Chief Scientific Officer said: "This placing comes at a very good time for ImmuPharma and ensures that we can maintain the momentum on all our promising development programmes." For further information please contact:

ImmuPharma PLC

Dimitri Dimitriou, Chief Executive Officer                         +44 20 7152 4080
Dr Robert Zimmer, President & Chief Scientific Officer      + 33 389 32 7650
Richard Warr, Chairman                                                +44 20 7152 4080

Panmure Gordon & Co
Nominated adviser and Broker
Lead Manager +44 20 7459 3600

Andrew Burnett / Rakesh Sharma (Corporate Finance)
Ashton Clanfield (Corporate Broking)

City Capital Corporation +44 20 7842 5800
Co-Lead Manager
David Kent

Buchanan Communications +44 20 7466 5000

Lisa Baderoon
Rebecca Skye-Dietrich

Notes to Editors:

About ImmuPharma

ImmuPharma PLC is a drug discovery and development company headquartered in London, UK and quoted on AIM of the London Stock Exchange (LSE:IMM). It has research operations in France (ImmuPharma (France) SA) and Switzerland (ImmuPharma AG). ImmuPharma is dedicated to the development of novel drugs, largely based on peptide therapeutics, to treat serious medical conditions such as autoimmune diseases characterised by:

- blockbuster potential in niche markets
- low promotional costs in few specialised physicians and centres and
- lower risk of drug development and lower development costs

ImmuPharma is a currently developing drug candidates for five different medical conditions, each of which would represent a significant breakthrough in its field. The furthest advanced drug candidate targets Lupus, a disease for which there is currently no cure or specific treatment. The others address cancer, inflammation/allergic conditions, moderate to severe pain (such as that experienced by cancer sufferers and post-operative patients), and MRSA and similar severe hospital-acquired resistant infections.

All five have significant sales potential as well as low marketing costs and a relatively low risk of development failure. One or more have the potential to be fast-tracked by the US Food and Drug Administration according to "Guidance for Industry: Fast Track Drug Development Programs - Designation, Development and Application Review" issued July 2004 and could therefore obtain their market authorization by 2010.

Key to the potential success of ImmuPharma is its unique collaborative agreement with Centre National de la Recherche Scientifique, France's scientific research institution. This agreement grants ImmuPharma worldwide exclusive rights to exploit certain key discoveries.

In addition to its five leading drug candidates, ImmuPharma has a drug development pipeline using its rights to a virtual chemical library of hundreds of thousands of molecules as well as an innovative technology for converting peptides to drug candidates.

ImmuPharma has the option to commercialise its assets itself or to license them to other pharmaceutical companies at an earlier stage.

APPENDIX

TERMS AND CONDITIONS OF AND IMPORTANT INFORMATION ON THE PLACING

The Placing, and the terms and conditions herein, are directed exclusively at persons (i) who are "qualified investors" (as defined in section 86(7) of the FSMA) and (ii) falling within Article 19 or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (such category of investors being referred to as "Relevant Persons") and no other persons. Accordingly, this announcement is exempt from the general restriction set out in Section 21 of the FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is authorised under the FSMA.

Members of the public are not entitled to take part in the Placing and this announcement is communicated to them for the purposes of information only. This announcement and the terms and conditions herein must not be relied on, acted on or responded to by persons who are not Relevant Persons. If you are in any doubt as to whether you are a Relevant Person you should consult a professional adviser for advice.

This announcement and appendix does not constitute an offer to sell, or a solicitation to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this announcement (or copies thereof) and the Placing and issue or transfer (as the case may be) of the Placing Shares in certain jurisdictions may be restricted by law. Relevant Persons to whose attention this announcement has been drawn are required by the Company and the Placing Agents to inform themselves about and to observe any such restrictions.

Placees are deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions contained in this appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this appendix.

The following definitions have been used in this announcement:

"Act" the Companies Act 1985 (as amended) and, to the extent in force, the Companies Act 2006
"Admission" the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the AIM rules for Companies and the AIM Rules for Nominated Advisers published by the London Stock Exchange
"Board" or "Directors" the directors of the Company
"Company" or "ImmuPharma" ImmuPharma plc
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland is the operator
"DTR" the Disclosure and Transparency Rules made by the Financial Services Authority with effect from 20 January 2007 pursuant to Commission Regulation 2004/109/EC), as revised from time to time
"FSMA" Financial Services and Market Act 2000 "Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc "Ordinary Shares" ordinary shares of 10p each in the capital of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placees" persons who subscribe for Placing Shares under the Placing
"Placing" the placing of the Placing Shares
"Placing Agents" Panmure Gordon and 3C, jointly and/or severally and "Relevant Placing Agent" means either of them as the context so requires (by reference to the relevant subscriber procured)
"Placing Agreement" the conditional agreement dated 1 July 2008 between the Company, Panmure Gordon and 3C relating to the Placing
"Placing Price" 60 pence per Placing Share
"Placing Shares" the 2,697,034 new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Rules" the Prospectus Rules made by the Financial Services Authority with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 809/ 2004, as revised from time to time
"Shareholder(s)" holder(s) of Ordinary Shares
"3C" City Capital Corporation Limited
"UK" the United Kingdom of Great Britain and Northern Ireland

The Placing
Pursuant to the Placing Agreement, the Placing Agents, on behalf of the Company, have conditionally placed 2,697,034 new Ordinary Shares at the Placing Price.

The Placing will raise £1.6 million (approximately £1.5 million net of expenses).
Application will be made to the London Stock Exchange for the Admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence on 7 July 2008 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.
The Placing Shares will be issued credited as fully paid, will be issued subject to the memorandum and articles of association of the Company and will rank pari passu in all respects with the existing Ordinary Shares, including voting rights, the right to receive any future dividends and other distributions.

Terms of the Placing Agreement
Pursuant to the Placing Agreement, the Placing Agents have agreed to use their reasonable endeavours to place the Placing Shares with Placees selected by them.
The Placing is conditional upon, inter alia, Admission and the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission. If the conditions of the Placing Agreement are not fulfilled or waived on or before 5.00 pm on 31 July 2008 the Placing will not become unconditional and the rights and obligations of the Placees hereunder shall cease and determine at such time and no claim can be made by any Placee in respect thereof. In such circumstances, the Placing monies will be returned to the Placees, without interest, as soon as practicable thereafter, at the Placees' risk.
Neither Panmure Gordon, 3C nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision either of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing Agreement, nor for any decision any of them may make as to the satisfaction of any condition nor in respect of any decision that any of them make in respect of the any right of termination or other discretion under the Placing Agreement.
The Placing Agents are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, principally in the event that any of the warranties contained therein are, or become, untrue, inaccurate or misleading in any material respect or if an event of force majeure arises.
Overseas shareholders
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") or under the securities law of any state of the United States nor have they been qualified for sale under the securities legislation of any province or territory of Canada and the relevant exemptions are not being obtained from the Securities Commission of any province of Canada and accordingly, the Placing Shares may not , subject to certain exemptions, be offered, sold, taken up, delivered or transferred (directly or indirectly) and will, absent an applicable exemption, not qualify for sale within the United States or Canada or to, or for the account or benefit of, any person or corporation in (or with a registered address in) the United States or Canada.
The Placing Shares will not be lodged or registered with the Australian Securities and Investments Commission under Australia's Corporations Law and are not being offered for subscription or sale and may not be directly or indirectly offered, sold or delivered in or into Australia or for the account or benefit of any person or corporation in (or with a registered address in) Australia.
The relevant clearances have not been, and will not be, obtained from the Ministry of Finance of Japan and no document in relation to the Placing has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction.
No document in relation to the Placing Shares has been or will be lodged for registration with the Registrar of Companies in the Republic of Ireland and the placing Shares will not be offered, sold or delivered, directly or indirectly in the Republic of Ireland. All subscribers for Placing Shares must provide addresses outside the Republic of Ireland for the receipt of certificates for Placing Shares.
The approval of the South African exchange control authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered or sold directly or indirectly in or into South Africa.
This announcement and any contract note made available to Placees do not constitute an offer to sell, or a solicitation to buy, Placing Shares in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this announcement (or copies thereof) and the Placing and issue or transfer (as the case may be) of the Placing Shares in certain jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company and the Placing Agents to inform themselves about and to observe any such restrictions.

General
These terms and conditions apply to persons making an offer to subscribe for Placing Shares under the Placing. Each Relevant Person to whom these conditions apply, as described above, who confirms his agreement to the Relevant Placing Agent (on behalf of itself and the Company) to subscribe for Placing Shares (which may include the Relevant Placing Agent and/or its nominee(s)) hereby agrees with both the Relevant Placing Agent and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will be issued under the Placing. A Placee shall, without limitation, become so bound if the Relevant Placing Agent confirms to it by telephone (i) the Placing Price and (ii) its allocation (the "Confirmation") and Panmure Gordon so notifies the Company's registrar on behalf of the Company.
Conditional on (i) Admission occurring on 7 July 2008 or such later date as the Company and the Placing Agents may agree (not being later than 31 July 2008), (ii) the Confirmation, each Placee agrees to subscribe for the number of Placing Shares allocated to it, at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A conditional contract note will be dispatched as soon as possible following the Confirmation.
Each Placee undertakes to pay the Placing Price for the Placing Shares issued to such Placee in such manner as shall be directed by the Relevant Placing Agent. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemed hereby to have appointed the Relevant Placing Agent or any nominee of the Relevant Placing Agent to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed by the Relevant Placing Agent.
In the case of a joint agreement to subscribe for Placing Shares, references to a Placee in these terms and conditions are to each Placee who is a party to such agreement and each such Placee's liability is joint and several.
To ensure compliance with the Money Laundering Regulations 2003 (as amended from time to time) and the Proceeds of Crime Act 2002, Panmure Gordon and/or Computer Share Investor Services plc may require verification of a Placee's identity and address, if they do not already hold the same. Each Placee acknowledges that it is a term of its participation in the Placing that, pending the provision of evidence of identity and address, definitive share certificates or, where appropriate, delivery of Placing Shares to it in uncertificated form, may be retained or delayed at Panmure Gordon's absolute discretion. Panmure Gordon may terminate its Placing commitment if satisfactory evidence of identity and address is not received within a reasonable period of time after request. In which case the monies, if paid, will be returned without interest to the account of the drawee bank from which they were originally debited.
The Relevant Placing Agent will deal with all data which a Placee submits to it in connection with its application for shares in accordance with the provisions of the Data Protection Act 1998. Each Placee agrees that the Relevant Placing Agent may share such data with all parties concerned with the Placing as may be necessary in connection with this application.
By accepting its participation in the Placing, each Placee is deemed to agree that any "Specified Person" (being the Relevant Placing Agent and any subsidiary or holding company of, or any subsidiary of a holding company of, the Relevant Placing Agent and the employees, directors and agents of such persons and of the Relevant Placing Agent, as the case may be, and "subsidiary" and "holding company" having the meanings ascribed thereto by sections 736 and 736A of the Act) shall not be liable to each Placee for any matter arising out of its role in the case of the Relevant Placing Agent as Placing agent or otherwise in connection with the Placing (to the extent permitted by the Rules of the Financial Services Authority ("FSA") and that where any such liability nevertheless arises as a matter of law the relevant Placee will immediately to the maximum extent permissible waive any claim against any Specified Person which it may have in respect thereof.
These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise validly form a part will be governed by and construed in accordance with English law. For the exclusive benefit of the Placing Agents and the Company each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction.
Settlement
Settlement will take place on 7 July 2008 as set out in the contract note. On that date each Placee must settle the full amount owed by it in respect of the Placing Shares allocated to it. Panmure Gordon may (after consultation with the Company and 3C) specify a later settlement date at its absolute discretion. Payment must be made in cleared funds. The payment instructions for settlement in CREST and settlement outside of CREST will be set out in the contract note. The trade date of the Placing Shares will be 2 July 2008 as set out in the contract note. Interest is chargeable daily on payments to the extent that value is received after the due date at the rate per annum of 2 percentage points above the Barclays Bank plc base rate. If a Placee does not comply with these obligations, Panmure Gordon may sell the Placing Shares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the Placing Price plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Placing Price and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settle payment for the Placing Shares and to comply with their other obligations under this announcement. Settlement of the transactions in the Placing Shares following Admission will, where permissible, take place within the CREST system against Panmure Gordon's CREST account 83801. The usual rules of secondary settlement and trading will apply. Panmure Gordon reserves the right to require settlement for and delivery of the Placing Shares to the Placees by such other means that it deems necessary if delivery or settlement is not possible within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the jurisdictions of such Placees.
Panmure Gordon will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in certificated form.
Representations, Warranties and Undertakings
By participating in the Placing, each Placee irrevocably represents, warrants and undertakes to the Relevant Placing Agent (for itself and as agent of the Company) that: (a) it and/or each person on whose behalf it is participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part: (i) has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents and authorities in either case which may be required in relation to the subscription by it of Placing Shares; (b) the Placing Shares have not been and will not be registered under the Securities Act or under the relevant securities laws of any state of the United States, any of Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or any state or territory within any such country and, subject to certain limited exceptions, may not be directly or indirectly offered, sold, renounced, transferred, taken-up or delivered in, into or within those jurisdictions; (c) (i) it is not resident within the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or in any other jurisdiction where participation by residents or other persons in the Placing may be a breach of the relevant law of such jurisdiction (a "Restricted Jurisdiction") and it is not a citizen of a Restricted Jurisdiction, (ii) it has not offered, sold or delivered and will not offer, sell or deliver any of the Placing Shares directly or indirectly, into a Restricted Jurisdiction or any other jurisdiction where the distribution of this announcement may be restricted by law, (iii) neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (iv) except pursuant to any exemption under relevant local law, it is not taking up the Placing Shares for resale in or into a Restricted Jurisdiction or any other jurisdiction where the distribution of the announcement may be restricted by law, and (v) it will not distribute this announcement or any offering material, directly or indirectly, in or into a Restricted Jurisdiction or any other jurisdiction where the distribution of the announcement may be restricted by law or to any persons resident in such countries; (d) it is outside the United States and will only offer and sell the Placing Shares outside the United States in offshore transactions in accordance with Regulation S of the Securities Act; (e) neither it nor its affiliates (as defined in Rule 501(b) of the Securities Act) nor any person acting on its or their behalf have engaged in or will engage in any 'general solicitation or general advertising' (within the meaning of Regulation D under the Securities Act) or 'directed selling efforts' (as defined in Regulation S under the Securities Act) in connection with any offer or sale of the Placing Shares; (f) its obligations under the Placing are irrevocable and are not capable of termination or recission by it in any circumstances; (g) it is a Relevant Person; (h) in agreeing to subscribe for Placing Shares it has received and read this announcement including this appendix and is not relying on any information, representation or warranty relating to the Placing, Placing Shares or the Company other than as contained in this announcement and it has not relied on and is not relying on any representation or warranty or agreement by the Relevant Placing Agent or the Company or any of their respective directors, employees or agents or any other person except as set out in the express terms herein and otherwise has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing; (i) save where the Relevant Placing Agent has been given prior written notice to the contrary, in participating in the Placing it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares; (j) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom prior to Admission except in circumstances which have not resulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section, under the Prospectus Rules or otherwise; (k) it has complied with all relevant laws of all territories; that it has not taken any action or omitted to take any action which will or may result in the Placing Agents, or the Company or any of their directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application; and that it will pay any issue or other taxes due under any relevant laws; (l) save where the Placing Agents have been given prior written notice to the contrary, it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person); (m) save where the Placing Agents have been given prior written notice to the contrary, the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; (n) in the case of a person who confirms to the Placing Agents on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises the Placing Agents to notify the Placee's name to the Company's registrar, that person represents and warrants that he has authority to do all such acts on behalf of the Placee; (o) to the extent that a Placee is subscribing for Placing Shares on behalf of a third party and prior written notice of such matter has been given to the Placing Agents as contemplated by paragraph (i) of this appendix, such Placee; (i) has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2003 (the "Regulations"); (ii) has complied fully with its obligations pursuant to the Regulations; and (iii) will provide the Placing Agents on demand with any information it might require for the purposes of verification under the Regulations; (s) such Placee is aware of, has complied with and will comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002; (t) commissions will not be paid to Placees in connection with the Placing; (u) such Placee acknowledges that the issue of the Placing Shares to it will be issued subject to the terms and conditions set out herein; (v) the exercise by the Placing Agents of any right of termination or any right of waiver or extension exercisable by the Placing Agents contained in the Placing Agreement or the exercise of any discretion under this announcement is within the absolute discretion of the Placing Agents and, save where otherwise expressly provided in law, the Placing Agents will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights; (w) times and dates in this announcement and the contract note may be subject to amendment and the Relevant Placing Agent shall notify the Placees of any such amendments; (x) such Placee will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with Chapter 5 of the DTR; (y) the Company, the Placing Agents, their respective members, directors, employees, agents and advisers will rely upon the truth and accuracy or the confirmations, acknowledgements, representations and warranties contained in this announcement; (z) all notices, remittances and documents or title (as relevant) are sent to each Placee by the Relevant Placing Agent, at the Placee's own risk; (aa) such Placee will be bound by the terms of the constitution of the Company in force immediately following Admission; (bb) such Placee has no rights against the Placing Agents and any of their respective past, present or future directors and employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999; and (cc) the provisions of the announcement which are intended to benefit Specified Persons who are not parties to it are intended to be for the benefit of such Specified Persons and they shall be entitled to enforce their rights under such provisions under the Contracts (Rights of Third Parties) Act 1999.
In the event that a Placee is not able to give the warranties in (l) and (m) above, stamp duty or stamp duty reserve tax may be chargeable or may be chargeable at a higher rate: neither the Placing Agents nor the Company will be responsible for any resulting liability to stamp duty or stamp duty reserve tax, which shall be for the account of the Placee and in respect of which the Placee agrees to indemnify, and keep indemnified, the Placing Agents and the Company.
Each Placee irrevocably appoints any director of the Relevant Placing Agent as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it.