TIDMAMP TIDMTTM
RNS Number : 9698H
Amphion Innovations PLC
20 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement and not an admission
document or a prospectus. It does not constitute or form part of,
and should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever.
Investors should not subscribe for or purchase any securities
referred to in this announcement except on the basis of information
in the admission document (the "Admission Document") to be
published by Motif Bio Limited, to be re-named Motif Bio plc on
re-registration as a public limited company, in connection with the
proposed admission of the ordinary shares in the capital of the
Company to trading on AIM, a market operated by London Stock
Exchange plc ("Admission"). Copies of the Admission Document will,
following publication, be available on the Motif's website at
www.motifbio.com.
20 March 2015
Amphion Innovations plc
Partner Company, Motif BioSciences Limited, to be re-named Motif
Bio plc on re-registration as a public listed company
("Amphion", the "Company" or the "Group")
Update re: Intention to Float on AIM
Expected Admission date set for clinical stage biopharmaceutical
company developing new antibiotics
Pursuant to the Company's statement on 2 February 2015, Amphion
is pleased to confirm that its Partner Company, Motif Bio plc, will
seek admission of its ordinary shares to trading on the AIM market
of the London Stock Exchange. Admission is expected on 31 March
2015. As of 31 December 2014, Amphion owned approximately 38% of
Motif.
Motif is a clinical stage biopharmaceutical company, which
specialises in developing novel antibiotics designed to be
effective against serious and life-threatening infections caused by
multi-drug resistant bacteria. Upon admission, Motif will have a
lead antibiotic candidate, iclaprim, in clinical development and
MTF-001, a preclinical stage programme to design a best-in-class
dihydrofolatereductase inhibitor (DHFRi). Discussions and
negotiations with academic institutions and pharmaceutical
companies are under way to build a portfolio of antibiotic
candidates through licensing.
The Directors of Motif anticipate that iclaprim could be ready
for commercialisation within approximately 36 months.
For further information please contact
Amphion Innovations plc
Charlie Morgan,
+1 (212) 210 6224
Yellow Jersey PR
Dominic Barretto / Philip Ranger/ Fiona Walker
+44 7768 537 739
Panmure Gordon Limited
Freddy Crossley / Duncan Monteith (Corporate Finance)
Charles Leigh-Pemberton (Corporate Broking)
+44 020 7886 2500
Plumtree Capital Limited(Advisor to Amphion)
Stephen Austin
+44 207 183 2493
+1 646 568 7502
About Amphion Innovations plc
Amphion (LSE: AMP) builds shareholder value in emerging
companies in the medical and technology sectors, by using a
focused, hands-on company building approach, based on decades of
experience in both the US and UK. Amphion has significant
shareholding in 7 Partner Companies developing proven technologies
targeting substantial commercial marketplaces. The Amphion model
has been refined to optimise the commercialisation of patents and
other intellectual property within the Partner Companies. The
Partner Companies collectively own or control over 200 separately
identified pieces of intellectual property, a number which grows
rapidly each year.
On the web: www.amphionplc.com
Forward-looking statements
This announcement may include forward-looking statements
regarding the Group's financial position, business strategy, plans
and objectives of management for future operations or statements
relating to expectations in relation to dividends. Forward-looking
statements are sometimes identified by the use of forward-looking
terminology such as "targets", "believes", "expects", "aims",
"intends", "plans", "will", "may", "anticipates", "would", "could"
or similar expressions or the negative thereof, are forward-looking
statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors beyond the
Group's control that could cause the actual results, performance,
achievements of or dividends paid by the Group to be materially
different from actual results, performance or achievements, or
dividend payments expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Group's net asset value, present and
future business strategies and income flows and the environment in
which the Group will operate in the future.
These forward-looking statements speak only as of the date of
this announcement. Save as required by law or the AIM Rules for
Companies, each of the Group, Cairn and Northland expressly
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto,
any new information or any change in events, conditions or
circumstances on which any such statements are based, unless
required to do so by law or any appropriate regulatory
authority.
Important Notice
Neither this announcement nor any copy of it may be taken or
transmitted, directly or indirectly, into the United States,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation
of the relevant securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any shares or other securities to any
person in the United States or any other jurisdiction nor shall it
(or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, or act as an inducement to
enter into any contract or commitment whatsoever. The Placing and
the distribution of this announcement and other information in
connection with the Placing and Admission in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement, or any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The ordinary shares of the Company ("Ordinary Shares") have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act") or with any regulatory
authority or under applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
resold, pledged, delivered, distributed or transferred, directly or
indirectly, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
compliance with any applicable state and local securities laws.
There will be no public offering of securities in the United States
or elsewhere.
The Ordinary Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan,
the Republic of Ireland or the Republic of South Africa and,
subject to certain exceptions, may not be offered or sold, directly
or indirectly, in Australia, Canada, Japan or the Republic of
Ireland or the Republic of South Africa. There will be no public
offering of securities in Australia, Canada, Japan, the Republic of
Ireland, the Republic of South Africa or elsewhere.
This announcement is only addressed to, and directed at, persons
in the United Kingdom who (i) are persons who have professional
experience in matters relating to investments falling within
Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) order 2005 (the "Order"), (ii) are persons
who are high net worth entities falling within Articles 49(2) of
the Order, and (iii) to persons to whom it may otherwise be lawful
to communicate it to (all such persons being referred to as
"relevant persons"). Any investment or investment activity to which
this announcement relates is available only to relevant persons in
the United Kingdom, and will be engaged in only with such persons.
Other persons should not rely or act upon this announcement or any
of its contents.
Any purchase or subscription of Ordinary Shares in the proposed
Placing should be made solely on the basis of the information
contained in the Admission Document to be issued by the Company in
connection with Admission. None of the Company, Cairn, Northland or
any of their respective affiliates, their respective directors,
officers, partners, employees, advisers or agents or advisers or
any other person, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information or opinions contained in, in this announcement (or
whether any information has been omitted from this announcement) or
of any other information relating to the Company or its Group,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents, or
otherwise arising in connection therewith. No reliance may or
should be placed by any person for any purpose whatsoever on the
information contained in this announcement or on its completeness,
accuracy or fairness. The information in this
announcement is subject to change and does not purport to be
full or complete. None of the Company, Cairn or Northland
undertakes to provide the recipient of this announcement with any
additional information, or to update this announcement or to
correct any inaccuracies, and the distribution of this announcement
shall not be deemed to be any form of commitment on the part of the
Company to proceed with the Placing, Admission or any transaction
or arrangement referred to herein. This announcement has not been
approved by any competent regulatory authority.
Cairn Financial Advisers LLP ("Cairn"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and no one else in connection
with the Placing and Admission, and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Placing and Admission, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing, Admission or any transaction, arrangements
or other matters referred to in this announcement.
Northland Capital Partners Limited ("Northland"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and no one
else in connection with the Placing and Admission, and will not
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Placing and Admission,
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing, Admission or any transaction,
arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cairn or Northland by FSMA or the regulatory
regime established thereunder, neither of Cairn or Northland accept
any responsibility whatsoever, and makes no representation or
warranty, express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, its directors or any other person, in connection with
Admission or the Placing, and nothing in this announcement shall be
relied upon as a promise or representation in this respect, whether
as to the past or the future. Each of Cairn and Northland
accordingly disclaim all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of this announcement or
any such statement.
The date of Admission may be influenced by factors such as
market conditions. There is no guarantee that the Admission
Document will be published or that the Placing and Admission will
occur, and you not should base your financial decisions on the
Company's intentions in relation to the Placing and Admission at
this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. The value of shares can decrease as well as
increase. This announcement does not constitute a recommendation
concerning the Placing. Persons considering investment in the
Company should seek their own financial advice immediately from
their stockbroker, solicitor, accountant or other independent
adviser authorised under FSMA, who specialises in advising on the
acquisition of shares and other securities, if you are in the
United Kingdom, or any appropriately authorised person under
applicable laws, if you are located in any other jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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