Silence Therapeutics - Admission of Shares and Board Update

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Aug 02, 2012, 04:00 ET

LONDON, August 2, 2012 /PRNewswire/ --

Silence Therapeutics plc (AIM: SLN) ("Silence" or "the Company"), a leading RNA interference (RNAi) therapeutics company, announces that the New Shares issued in connection with the Subscription, Open Offer and Convertible Loan Note have today been admitted to trading on AIM. In addition, as set out in the Circular to shareholders dated 12 July, Jerry Randall has today become Executive Chairman (previously Non-executive Chairman) and Ali Mortazavi has been appointed as Director of Corporate Strategy. As well as his directorship of Silence, Ali Mortazavi (41) is also a board member of Arcade Films 4 LLP, Hannesami LLP and Personal LLP. In the last five years, Mr Mortazavi has also been a director of Imagine No. 1 LLP, Imagine No.2 LLP, Imagine No. 3 LLP and Evolution Securities Limited.

No further disclosures are required in relation to Ali Mortazavi under Rule 17 and Schedule 2(g) of the AIM Rules.

The Company also announces that Anthony Sedgwick, Max Herrmann and Annette Clancy have all stepped down from the board today with immediate effect. Both Mr Sedgwick and Mr Herrmann will be providing consultancy services to the Company for 8 and a half months and 6 months respectively.

Following the board changes, the board has also today granted options over 138,246,238 ordinary shares of 0.1p each ("Ordinary Share") to certain Directors under the Company's share option arrangements.

The following grants of options were made:

                                                                    % of
                                                   Options held   issued
                               Number of Options following this    share
    Director                             Granted   notification  capital
    Jerry Randall (Chairman)          51,842,339     52,042,339     3.55
    Ali Mortazavi (Director
    of Corporate Strategy)            86,403,899     86,403,899     5.89

The options have an exercise price of 0.5p per share, being the issue price of the recent fundraising. The options vest over a two year period and are exercisable prior to the tenth anniversary of the date of grant.

Following the Subscription, Open Offer and Convertible Loan Note which was done at 0.5 pence per share, the Company has been informed that the Directors shareholdings are as set out in the table below:

                                                           Percentage of
                                        Number of Ordinary  issued share
    Director                                   Shares held       capital
    Jerry Randall (Chairman)                       620,000         0.04%
    Ali Mortazavi (Director of
    Corporate Strategy)                         80,000,000         5.46%
    David Mack (Non-Executive
    Director)                                            0         0.00%

In addition, as set out in the Circular to shareholders dated 12 July, the Company has today granted certain warrants to ISM Capital LLP ("ISM Capital") and Darwin Strategic Limited, a subsidiary of Alphagen Volantis Fund part of the fund management group Henderson Global Investors ("Darwin"). The Company has granted warrants over 7,500,000 Ordinary Shares at a price of 1 pence per share to ISM Capital pursuant to the Convertible Loan Note. ISM Capital is a merchant bank based in the UK that structured the Convertible Loan. The Company has also granted warrants over 3,300,000 Ordinary Shares at 1.5 pence per share to Darwin, pursuant to the Equity Finance Facility. The Equity Finance Facility may be drawn down by the issue of a Subscription Notice. The issuance of the Subscription Notice by the Company is subject to certain Subscription Conditions, including the Company having obtained the prior written consent of Robert Keith or Ora Capital provided either of them holds Ordinary Shares or the Convertible Loan Note at the time of delivery of the Subscription Notice.

Ali Mortazavi commented: "I am delighted to be joining and investing in Silence. I believe that RNAi technology is poised to become one of the critical pathways by which disease is treated. As much of the cash resources of the company as possible will be spent on our world leading R&D and all current executives are remunerated by long term equity exposure."

Notes for editors

About Silence Therapeutics plc (http://www.silence-therapeutics.com)

Silence Therapeutics plc (AIM: SLN) is a leading biotechnology company dedicated to the discovery, development and delivery of targeted, systemic RNA interference (RNAi) therapeutics for the treatment of serious diseases. Silence offers one of the most comprehensive short interfering RNA (siRNA) therapeutic platforms available today based on a strong intellectual property portfolio and large clinical safety database. Silence's clinical siRNA product pipeline is one of the broadest in the industry. The Company possesses multiple proprietary siRNA delivery technology platforms including AtuPLEX™, DACC and DBTC. AtuPLEX enables the broad functional delivery of siRNA molecules to targeted diseased tissues and cells, while increasing their bioavailability and intracellular uptake. The DACC delivery system allows functional delivery of siRNA molecules selectively to the lung endothelium with a long duration of target mRNA and protein knock-down. The DBTC delivery system enables functional delivery of siRNA molecules selectively to liver cells including hepatocytes. Additionally, the Company has a platform of novel siRNA molecules based around its AtuRNAi chemical modification technology, which provides a number of advantages over conventional siRNA molecules. Silence's unique RNAi assets also include structural features for RNAi molecules and specific design rules for increased potency and reduced off-target effects of siRNA sequences.

The Company's lead internal drug candidate is Atu027, a liposomal formulation in clinical development for systemic cancer indications and one of the most clinically advanced RNAi therapeutic candidates in the area of oncology. Atu027 incorporates two of the Company's technologies, AtuRNAi and AtuPLEX^™. Silence is currently conducting an open-label, single-centre, dose-escalation Phase I study with Atu027 in patients with advanced solid tumors involving single, as well as repeated, intravenous administration. Encouraging interim safety and pharmacokinetic data were presented at the American Society of Clinical Oncology Annual Meeting in June 2012. The study was completed in July 2012 and results are due shortly.

The Company's RNAi therapeutic platform has received key validation through multiple partnerships with pharmaceutical companies including AstraZeneca, Dainippon Sumitomo, Pfizer/Quark, and Novartis/Quark. Silence is actively pursuing the establishment of additional partnerships. Silence Therapeutics has operations in both Berlin and London.

For further information, please contact:

Silence Therapeutics
Jerry Randall /Ali Mortazavi
+44 20 7491 6520
[email protected]
[email protected]

M:Communications
Mary-Jane Elliott / Sarah Macleod/Claire Dickinson
+44-20-7920-2330
[email protected]

Singer Capital Markets
Shaun Dobson / Claes Spång
+44-20-3205-7500
[email protected]
[email protected]