TIDMMTFB
RNS Number : 5989P
Motif Bio PLC
18 November 2016
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 FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MOTIF BIO PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF MOTIF BIO
PLC.
This announcement contains inside information.
Motif Bio plc
("Motif Bio" or the "Company")
18 November 2016
MOTIF BIO CONFIRMS SUCCESSFUL EUROPEAN PLACING IN CONJUCTION
WITH U.S. INITIAL PUBLIC OFFERING AND NASDAQ CAPITAL MARKET
LISTING
Motif Bio plc (AIM: MTFB), the clinical stage biopharmaceutical
company specialising in developing novel antibiotics, is pleased to
announce that, following the announcement made earlier today, the
Company has raised a total of approximately US$25 million (before
expenses) by way of an initial public offering of 2,438,491
American Depositary Shares ("ADSs") and 1,219,246 warrants over
ADSs ("ADS Warrants") at a public offering price of US$6.98 per
ADS/ADS Warrant combination, before underwriting discounts and
commissions ("US Offering") and a placing of 22,863,428 Ordinary
Shares together with 11,431,714 warrants over Ordinary Shares (the
"Ordinary Share Warrants") at a placing price per Ordinary
Share/Ordinary Share Warrant combination of 28 pence in a European
placement (the "European Placing"). In addition, Motif Bio has
granted the underwriters in the US Offering an option for a period
of 30 days to purchase, at the public offering price less
underwriting discounts and commissions, up to an additional 292,618
ADSs and/or ADS Warrants to purchase 146,309 ADSs to cover any
over-allotments.
Each ADS represents 20 Ordinary Shares of Motif Bio and the
price of each Ordinary Share underlying an ADS is thus equivalent
to the price per Ordinary Share in the European Placing (based on
an exchange rate of approximately US$1.246 to GBP1.00. The US
Offering and the European Placing (the "Fundraising") will, in
aggregate but excluding any over-allotment, raise US$25 million
gross, and US$21.4 million net of expenses. Investors will be
allotted one ADS Warrant for every two ADSs subscribed in the US
Offering, and one Ordinary Share Warrant for every two Ordinary
Shares subscribed in the European Placing. The ADS Warrants and the
Ordinary Share Warrants have an exercise price of US$8.03 and 32.2
pence, respectively.
The ADSs and the ADS Warrants have been approved for listing on
the NASDAQ Capital Market and are expected to begin trading today
under the ticker symbol "MTFB" and "MTFBW" respectively. Motif
Bio's Ordinary Shares will continue to trade on the AIM market of
the London Stock Exchange following the offering under the ticker
"MTFB". The Ordinary Share Warrants will not be listed but may be
held in dematerialised form through CREST.
Closing of the Fundraising is expected to occur on or about 23
November 2016, subject to customary closing conditions.
H. C. Wainwright & Co. is acting as the book-running manager
for the US Offering.
Zeus Capital is Nominated adviser and broker, Northland Capital
Partners is joint broker and MC Services is European placement
agent to the European Placing.
Application has been made for the 48,769,820 new Ordinary Shares
in the Company, represented by the 2,438,491 ADSs to be issued
pursuant to the US Offering, and the 22,863,428 new Ordinary Shares
proposed to be issued pursuant to the European Placing, to be
admitted to trading on the AIM market and it is expected that
dealing in these Ordinary Shares will commence at 8.00am GMT on 23
November 2016.
Total Voting Rights
Upon Admission, the Company's issued share capital will comprise
180,643,744 Ordinary Shares with one voting right per share. The
Company does not hold any Ordinary Shares in treasury. Therefore,
this figure of 180,643,744 Ordinary Shares may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Use of Proceeds
The net proceeds of the Fundraising are approximately US$21.4
million. The Board believes that, along with the Company's existing
cash and cash equivalents, this sum will provide sufficient capital
to fund the following:
-- approximately US$20.5 million to fund the expenses to be
incurred in conducting the two Phase 3 clinical trials of iclaprim
for the treatment of ABSSSI, including the completion of the
REVIVE-1 trial; and
-- the remainder for working capital, general and administrative
expenses, research and development expenses, and other general
corporate purposes.
While the Board believes that, along with the Company's existing
cash and cash equivalents, the net proceeds of the Fundraising will
provide sufficient capital to enable the Company to complete the
REVIVE-1 trial, the Company will require additional funds to
complete the REVIVE-2 trial and plans to raise the additional
capital through public or private financings and/or other
partnering opportunities.
Placing Agreement
On 18 November 2016, the Company entered into the Placing
Agreement with Zeus Capital and Northland Capital Partners pursuant
to which Zeus Capital and Northland Capital Partners have agreed to
use reasonable endeavours to place the new Ordinary Shares proposed
to be issued pursuant to the European Placing at the placing price.
Under the Placing Agreement, the Company has given Zeus Capital and
Northland Capital Partners customary warranties and indemnities.
Zeus Capital and Northland Capital Partners also have customary
termination rights in certain circumstances, including, inter alia,
where there is a material breach of any of the warranties or for
force majeure.
A registration statement relating to these securities was
declared effective by the United States Securities and Exchange
Commission on 17 November 2016. This press release does not
constitute a prospectus and does not constitute or form part of any
offer or invitation to sell or issue, or the solicitation of an
offer to purchase or acquire, any of the ordinary shares or ADSs or
any other securities in the United States of America or in any
other 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. Securities may
not be offered or sold in the United States of America absent
registration or an exemption from registration under the United
States Securities Act of 1933, as amended (the "Securities
Act").
The US Offering has been made only by means of a prospectus.
Copies of the prospectus relating to the offering may be obtained
from H. C. Wainwright & Co., 430 Park Avenue, New York, 10022;
Telephone: 001 212 356 0500; or email: placements@hcwco.com.
Investors may also obtain these documents at no cost by visiting
the Securities and Exchange Commission's website at
http://www.sec.gov.
For further information, please contact:
Motif Bio plc info@motifbio.com
Richard Morgan (Chairman)
Graham Lumsden (Chief
Executive Officer)
Zeus Capital Limited (NOMAD
& BROKER)
Phil Walker/Giles Balleny
Dominic Wilson +44 (0)20 3829 5000
Northland Capital Partners
Limited (BROKER)
Patrick Claridge/David
Hignell
John Howes/Rob Rees (Broking) +44 (0)20 3861 6625
Walbrook PR Ltd. (FINANCIAL +44 (0)20 7933 8780 or motifbio@walbrookpr.com
PR & IR) Mob: +44 (0)7980 541 893
Paul McManus Mob: +44 (0)7900 608 002
Mike Wort
MC Services AG (EUROPEAN
IR)
Raimund Gabriel +49 (0)89 210 2280
About Motif Bio
Motif Bio is a clinical-stage biopharmaceutical company, engaged
in the research and development of novel antibiotics designed to be
effective against serious and life-threatening infections in
hospitalized patients caused by multi-drug resistant bacteria. Our
lead product candidate, iclaprim, is being developed for the
treatment of acute bacterial skin and skin structure infections
(ABSSSI) and hospital acquired bacterial pneumonia (HABP),
including ventilator associated bacterial pneumonia (VABP), which
is often caused by MRSA (methicillin resistant Staphylococcus
aureus). We are currently enrolling and dosing patients in two
global Phase 3 clinical trials (Revive 1 and Revive 2) with an
intravenous formulation of iclaprim, for the treatment of ABSSSI.
Data readout for REVIVE-1 is expected in the second quarter of 2017
and REVIVE-2 is on track for data readout in the second half of
2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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