Silence Therapeutics to Raise $120M via Private ADS Placement

TL;DR

**Silence Therapeutics is raising $120M by selling new shares, boosting cash but potentially diluting existing stock.**

AI Summary

Silence Therapeutics plc announced on February 2, 2024, a private placement where it will sell 5,714,286 American Depositary Shares (ADSs) at $21.00 per ADS to various investors. This transaction is expected to generate approximately $120.0 million in gross proceeds for the company, with the closing anticipated on February 7, 2024. This matters to investors because it indicates the company is raising significant capital, which could fund future research, development, or operations, potentially diluting existing shareholders but also strengthening the company's financial position.

Why It Matters

This capital raise provides Silence Therapeutics with substantial funds for its operations, which could accelerate drug development or expand its pipeline, but it also means more shares will be in circulation, potentially impacting existing share value.

Risk Assessment

Risk Level: medium — While raising capital is positive, the dilution from issuing new shares at $21.00 per ADS could put downward pressure on the stock price for current shareholders.

Analyst Insight

An investor should consider the potential for short-term dilution from the new share issuance against the long-term benefits of the capital raised for Silence Therapeutics plc's operational funding and growth initiatives.

Key Numbers

• $120.0 million — aggregate gross proceeds (expected funds raised from the private placement)
• 5,714,286 — American Depositary Shares (ADSs) (number of ADSs to be sold in the private placement)
• $21.00 — purchase price per ADS (price at which each ADS is sold to investors)
• 3 — Ordinary Shares per ADS (conversion ratio of Ordinary Shares to ADSs)

Key Players & Entities

• Silence Therapeutics plc (company) — the registrant and issuer of ADSs
• Investors (person) — purchasers of the ADSs in the private placement
• $21.00 (dollar_amount) — purchase price per ADS
• February 2, 2024 (date) — date the Securities Purchase Agreement was entered into
• February 7, 2024 (date) — expected closing date of the private placement
• £0.05 (dollar_amount) — nominal value per Ordinary Share

Forward-Looking Statements

• Silence Therapeutics plc will successfully close the private placement and receive the anticipated gross proceeds. (Silence Therapeutics plc) — high confidence, target: February 7, 2024
• The issuance of new ADSs will lead to a short-term increase in trading volume for Silence Therapeutics plc's stock. (Silence Therapeutics plc) — medium confidence, target: February 2024

FAQ

Key Financial Figures

• $21.00 — Investors, at a purchase price equal to $21.00 per ADS (the Private Placement). The Pu
• $120.0 million — Private Placement will be approximately $120.0 million before deducting placement agent fees a

Filing Documents

• d738907d6k.htm (6-K) — 15KB
• d738907dex991.htm (EX-99.1) — 399KB
• d738907dex992.htm (EX-99.2) — 138KB
• d738907dex993.htm (EX-99.3) — 11KB
• 0001193125-24-024224.txt ( ) — 565KB

From the Filing

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of February 2024 Commission File Number: 001-39487 Silence Therapeutics plc (Exact Name of Registrant as Specified in Its Charter) 77 Hammersmith Road London W14 8TH United Kingdom (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-FForm 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K Private Placement of American Depositary Shares On February 2, 2024, Silence Therapeutics plc (the Company) entered into a Securities Purchase Agreement (the Purchase Agreement) with the purchasers named therein (the Investors). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 5,714,286 of its American Depositary Shares (the ADSs), each representing three Ordinary Shares of the Company, nominal value £0.05 per share (the Ordinary Shares), to the Investors, at a purchase price equal to $21.00 per ADS (the Private Placement). The Purchase Agreement contained customary representations and warranties from the Company and the Investors and customary closing conditions. The closing of the Private Placement is expected to occur on February 7, 2024 (the Closing Date). The Company anticipates the aggregate gross proceeds from the Private Placement will be approximately $120.0 million before deducting placement agent fees and other expenses. On February 2, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the Registration Rights Agreement) with the Investors. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the SEC) no later than 90 calendar days following the Closing Date for purposes of registering the Ordinary Shares underlying the ADSs (the Shares). The ADSs are registered on a Registration Statement on Form F-6 (File No. 333-248217). The Company agreed to use its commercially reasonable efforts to cause the registration statement to be declared effective by the SEC. The Company has also agreed, among other things, to indemnify the Investors, their officers, directors, partners, members, employees, investment advisers and agents, and each person who controls such Investors from certain liabilities and to pay all fees and expenses (excluding legal fees of the Investors, except legal fees pursuant to the Investors indemnification rights, and any discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) incurred by the Company in connection with the registration of the Shares. The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the ADSs. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K, and are incorporated by reference herein. Press Release On February 5, 2024, the Company issued a press release regarding the pricing of the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.3 to this Report on Form 6-K. The information under the heading Private Placement of American Depositary Shares above and Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference into the Companys Registration Statements on Form F-3 (File No. 333-248203 and 333-260265) and Form S-8 (File No. 333-273576 and 333-248682). EXHIBIT INDEX Exhibit Number Description 99.1 Securities Purchase Agreement, dated as of February 2, 2024, by and among Silence Therapeutics plc and the investors identified on Exhibit A thereto. 99.2 Registration Rights Agreement, dated as of February 2, 2024, by and among Silence Therapeutics plc and the investors named in the Securities Purchase Agreement. 99.3 Press release of Silence Therapeutics plc dated February 5, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its b

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