TIDMMPH
RNS Number : 2789K
Mereo BioPharma Group plc
09 April 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
Mereo BioPharma Group plc
("Mereo" or the "Company" or the "Group")
Mereo BioPharma Announces Launch of Global Offering and
Application to List on the Nasdaq Global Market
London, April 9, 2018 - Mereo BioPharma Group plc (AIM: MPH)
(the "Company" or "Mereo BioPharma"), a multi-asset
biopharmaceutical company focused on the acquisition, development
and commercialisation of innovative therapeutics that aim to
improve outcomes for patients with rare and specialty diseases,
announces today the commencement of an underwritten public offering
of ordinary shares in the capital of the Company (the "Ordinary
Shares") in a global offering (the "Global Offering"), comprising a
registered offering of Ordinary Shares in the form of American
Depositary Shares ("ADSs") in the United States and a concurrent
private placement of Ordinary Shares in Europe and other countries
outside of the United States and Canada. Investors other than
qualified investors under applicable law will not be eligible to
participate in the private placement of Ordinary Shares. All ADSs
and Ordinary Shares to be sold in the Global Offering will be sold
by the Company.
The Company has applied to have its ADSs listed on the Nasdaq
Global Market under the symbol "MREO". Upon completion of the
Global Offering, the Ordinary Shares will continue to be admitted
to trading on the AIM market of the London Stock Exchange plc under
the symbol "MPH". An application will be made to admit all of the
Ordinary Shares to be issued in the Global Offering to trading on
AIM.
Cowen and Company, LLC, BMO Capital Markets Corp. and RBC
Capital Markets, LLC are acting as book-running managers for the
Global Offering. JMP Securities LLC is acting as lead manager and
Cantor Fitzgerald Europe is acting as co-manager.
The Global Offering will be made only by means of a prospectus,
which, for the avoidance of doubt, will not constitute a
"prospectus" for the purposes of the Prospectus Directive (as
defined below) and has not been reviewed by any competent authority
in any Member State (as defined below).
When available, copies of the preliminary prospectus relating to
and describing the terms of the Global Offering may be obtained
from the offices of Cowen and Company, LLC, c/o Broadridge
Financial Services, Attention: Prospectus Department, 1155 Long
Island Avenue, Edgewood, NY 11717 or by telephone at (631)
274-2806; BMO Capital Markets Corp., Attention: Equity Syndicate
Department, 3 Times Square, 25th Floor, New York, NY 10036, by
telephone at 800-414-3627, or by email at bmoprospectus@bmo.com; or
RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey
Street, 8th Floor, New York, NY 10281, or by telephone at (877)
822-4089 or email to equityprospectus@rbccm.com.
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. These
securities may not be sold, nor may offers to buy these securities
be accepted, prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
For readers in the European Economic Area
In any member state in the European Economic Area (each, a
"Member State") that has implemented the Prospectus Directive (as
defined below), this announcement is only addressed to and directed
at qualified investors in that EEA Member State within the meaning
of the Prospectus Directive. The term "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in each relevant Member
State), together with any relevant implementing measure in the
relevant Member State.
For readers in the United Kingdom
This announcement, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended) in connection with the securities which are the subject of
the Global Offering described in this announcement or otherwise, is
being directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters
relating to investments who fall within Article 19(5) ("Investment
professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (iii)
certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated
associations etc.") of the Order; or (iv) any other person to whom
it may lawfully be communicated (all such persons in (i) to (iv)
together being referred to as "relevant persons"). The ADSs or
Ordinary Shares offered in the Global Offering are only available
to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such ADSs or Ordinary Shares will be engaged
in only with relevant persons. Any person who is not a relevant
person should not act or rely on this announcement or any of its
contents.
For distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the ADSs and Ordinary Shares have been subject to a product
approval process, which has determined that such securities are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors"
(for the purposes of the MiFID II Product Governance Requirements)
should note that: the price of ADSs and Ordinary Shares may decline
and investors could lose all or part of their investment; the ADSs
and Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in ADSs and Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Global Offering.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to ADSs or Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the ADSs and the Ordinary Shares
and determining appropriate distribution channels.
For Further Enquiries:
+44 (0)333 023
Mereo BioPharma Group plc 7319
Denise Scots-Knight, Chief Executive
Officer
Richard Jones, Chief Financial
Officer
Nominated Adviser and Joint Broker +44 (0)20 7894
Cantor Fitzgerald Europe 7000
Phil Davies
Will Goode
Joint Broker +44 (0)20 7653
RBC Capital Markets 4000
Rupert Walford
Laura White
UK Public Relations Advisor to
Mereo Biopharma +44 (0)20 3727
FTI Consulting 1000
Ben Atwell
Simon Conway
Brett Pollard
US Public Relations Advisor to
Mereo Biopharma +01 (0) 212
Burns McClellan 213 0006
Lisa Burns
Steven Klass
About Mereo
Mereo is a multi-asset biopharmaceutical company focused on the
acquisition, development and commercialization of innovative
therapeutics that aim to improve outcomes for patients with rare
and specialty diseases. The portfolio consists of four
clinical-stage product candidates, each of which were acquired from
large pharmaceutical companies: BPS-804 for the treatment of
osteogenesis imperfecta; AZD-9668 for the treatment of severe
alpha-1 antitrypsin deficiency; BCT-197 for the treatment of acute
exacerbations of chronic obstructive pulmonary disease, or AECOPD;
and BGS-649 for the treatment of hypogonadotropic hypogonadism
("HH") in obese men. Each of the Company's product candidates has
generated positive clinical data for Mereo's target indication or
in a related indication. The Company's strategy is to selectively
acquire product candidates that have already received significant
investment from pharmaceutical companies and that have substantial
preclinical, clinical and manufacturing data packages. Since
inception the Company has commenced large, randomized,
placebo-controlled Phase 2 clinical trials for three of the product
candidates and announced positive top-line results from its Phase 2
clinical trial of BCT-197 as an acute therapy for patients with
AECOPD in December 2017 and positive top-line data from its Phase
2b dose-ranging study with BGS-649 for
the treatment of HH. The Company intends to commence additional
late-stage clinical trials in 2018.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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