TIDMMTFB
RNS Number : 4299O
Motif Bio PLC
02 October 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
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 DOES NOT CONSTITUTE AN OFFERING OF ANY
SECURITIES. ANY OFFERING OF SECURITIES BY THE COMPANY IS NOT
ADDRESSED TO ANY PERSON WITH A REGISTERED ADDRESS IN, OR WHO IS
RESIDENT IN, THE UNITED STATES OR ANY U.S. PERSON, AND NO SUCH
PERSONS ARE ENTITLED TO PARTICIPATE IN ANY SUCH OFFERING.
This announcement does not constitute an offer to buy, acquire
or subscribe for (or the solicitation of an offer to buy, acquire
or subscribe for) ordinary shares in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
Motif Bio plc
("Motif Bio", or "the Company")
Conditional Placing to raise gross proceeds of GBP600,000
(US$0.73 million)
Motif Bio plc (AIM/NASDAQ: MTFB) announces it has conditionally
raised GBP600,000 (US$0.73 million), before expenses by way of a
placing (the "Placing") via the issue of 142,857,143 ordinary
shares in the capital of the Company (the "Placing Shares") at an
issue price of 0.42 pence per Placing Share (the "Placing Price"),
to provide Motif Bio with additional working capital in order to
implement the proposed initiatives as set out in the Company's
announcement of 30 September 2019 regarding the Proposed
Restructuring.
All defined terms in this announcement not otherwise defined
shall have the same meaning as described in the Company's
announcement dated 30 September 2019.
Details of the Placing and General Meeting
The Company will shortly be posting a circular (the "Circular")
to its shareholders which will include details of a general meeting
(the "General Meeting") at which shareholders will be asked to
approve the following resolutions (the "Resolutions"):
- a resolution to approve the wind down or disposal of the
Company's wholly owned US subsidiary Motif Biosciences Inc.
pursuant to the provisions of AIM Rule 15;
- a resolution to make certain changes to the Company's Articles of Association;
- a resolution to renew the Company's share authorities to
enable the Company to grant a warrant over a total of 20% of the
Company's share capital, as enlarged by the Placing, to Hercules
Capital, Inc.; and
- a resolution to approve the capital reorganisation (the
"Capital Reorganisation") necessary to issue ordinary shares below
nominal value (see below).
The Placing is conditional on the passing of the Resolutions at
the General Meeting.
Capital Reorganisation
The Placing Price is less than the nominal value of 1 penny per
ordinary share. The UK Companies Act 2006 (as amended) prohibits
the Company from issuing ordinary shares at a price below the
nominal value. Accordingly, the Company will be seeking shareholder
approval to carry out the Capital Reorganisation through which it
is proposed that each existing ordinary share will be subdivided
into one new ordinary share of 0.01 pence (the "New Ordinary
Shares") and one deferred share of 0.99 pence (the "Subdivision").
The deferred shares will have no rights and the Company will not
issue any share certificates or credit CREST accounts in respect of
them. The deferred shares will not be admitted to trading on
AIM.
The number of ordinary shares in issue, and held by each
Shareholder, as a result of the passing of the Resolutions will not
change. It is simply the nominal value of the existing ordinary
shares which will change.
The New Ordinary Shares will continue to carry the same rights
as those attached to the existing ordinary shares, save for the
reduction in nominal value. Application will be made for the
Placing Shares to be admitted to trading on AIM and dealings are
expected to commence on the first practicable day following the
General Meeting.
The Placing has been undertaken by SP Angel Corporate Finance
LLP ("SP Angel") who acted as bookrunner to the Company.
The person responsible for the release of this announcement on
behalf of Motif Bio plc is Jonathan Gold, Interim Chief Financial
Officer.
For further information, please contact:
Motif Bio plc ir@motifbio.com
Graham Lumsden (Chief Executive Officer)
Peel Hunt (NOMAD & JOINT BROKER) +44 (0)20 7418 8900
Christopher Golden/Oliver Jackson
SP Angel Corporate Finance LLP (JOINT
BROKER AND BOOKRUNNER) +44 (0)20 3470 0470
David Hignell/Vadim Alexandre
Walbrook PR Ltd. (UK FINANCIAL PR
& IR) +44 (0)20 7933 8780
Paul McManus/Lianne Cawthorne motifbio@walbrookpr.com
MC Services AG (EUROPEAN IR) +49 (0)89 210 2280
Raimund Gabriel raimund.gabriel@mc-services.eu
Forward-Looking Statements
This press release contains forward-looking statements. Words
such as "expect," "believe," "intend," "plan," "continue," "may,"
"will," "anticipate," and similar expressions are intended to
identify forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that may cause Motif Bio's actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Motif Bio believes that these factors
include, but are not limited to, (i) Motif Bio's ability to obtain
shareholder approval in connection with the Proposed Restructuring,
(ii) Motif Bio's ability to execute the Proposed Capital Raise and
Proposed Restructuring (iii) the timing, progress and the results
of clinical trials for Motif Bio's product candidates, (iv) the
timing, scope or likelihood of regulatory filings and approvals for
Motif Bio's product candidates, (v) Motif Bio's ability to
successfully commercialise its product candidates, (vi) Motif Bio's
ability to effectively market any product candidates that receive
regulatory approval, (vii) Motif Bio's commercialisation, marketing
and manufacturing capabilities and strategy, (viii) Motif Bio's
expectation regarding the safety and efficacy of its product
candidates, (ix) the potential clinical utility and benefits of
Motif Bio's product candidates, (x) Motif Bio's ability to advance
its product candidates through various stages of development,
especially through pivotal safety and efficacy trials, (xi) Motif
Bio's estimates regarding the potential market opportunity for its
product candidates, (xii) Motif Bio's ability to raise additional
capital to sustain its operations and pursue its strategy and
(xiii) the factors discussed in the section entitled "Risk Factors"
in Motif Bio's Annual Report on Form 20-F filed with the SEC on
April 15, 2019, which is available on the SEC's web site,
www.sec.gov. Additionally, there can be no assurance that Motif Bio
will regain compliance with Nasdaq rules or maintain its ADS
listing on Nasdaq. Motif Bio undertakes no obligation to update or
revise any forward-looking statements
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFSMEEFFUSESS
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