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RNS Number : 3558A
GW Pharmaceuticals PLC
19 March 2013
GW Pharmaceuticals Files Registration Statement for NASDAQ
Global Market Listing
and U.S. Initial Public Offering
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE
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FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR
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OF THE RELEVANT LAWS OF SUCH JURISDICTION
Porton Down, UK, 19 March 2013: GW Pharmaceuticals plc (AIM:
GWP, "GW" or the "Company"), the biopharmaceutical company focused
on discovering, developing and commercialising novel therapeutics
from its proprietary cannabinoid product platform, announced today
that it has filed a registration statement with the U.S. Securities
and Exchange Commission (the "SEC") for an initial public offering
of American Depositary Shares ("ADSs") on the NASDAQ Global
Market.
Lazard Capital Markets LLC and Cowen and Company, LLC are acting
as joint book-running managers for the offering. Canaccord Genuity
is acting as co-lead manager and Roth Capital Partners is acting as
co-manager. GW has applied to have its ADSs listed on the NASDAQ
Global Market under the ticker symbol "GWPH".
Subject to successful completion of the initial public offering
of ADSs, GW's common stock will continue to be listed on the AIM
market of the London Stock Exchange, and its ADSs will be listed on
the NASDAQ Global Market. The proposed offering is subject to GW
shareholder approval at a General Meeting which is expected to take
place in mid-April. GW is aiming to complete the ADS offering and
the listing on the NASDAQ Global Market around the end of April,
2013.
Justin Gover, GW's Chief Executive Officer, said, "We believe
the United States not only represents the world's most important
pharmaceutical market but also the largest healthcare investment
community. With Sativex advancing through Phase 3 clinical trials
for advanced cancer pain in the U.S., and the development of our
product pipeline now increasingly focused towards the U.S. market,
we consider that GW should take this important step to increase its
profile amongst U.S. investors and seek to benefit from the
additional liquidity that we believe a listing on NASDAQ should
provide. The proposed U.S. listing and financing, upon which we
have consulted with our major existing institutional shareholders,
will, if successful, enable GW to accelerate investment in its
product pipeline and expand our manufacturing facilities to support
the potential future commercialization of Sativex in the U.S."
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. When
available, a copy of the preliminary prospectus may be obtained
from Lazard Capital Markets LLC, Attn: Syndicate Department, 30
Rockefeller Plaza, 48th Floor, New York, NY 10020, Telephone: (800)
542-0970; from Cowen and Company, LLC, c/o Broadridge Financial
Services, 1155 Long Island Avenue, Edgewood, NY,11717, Attn:
Prospectus Department, Phone (631) 274-2806 / Fax (631) 254-7140;
from Canaccord Genuity Inc., Attention: Syndicate Department, 99
High Street, 12th Floor, Boston, Massachusetts 02110, or by
telephone at (617) 371-3900; and from Roth Capital Partners, LLC,
Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA
92660, at 800-678-9147 and Rothecm@roth.com.
This press release does not constitute a prospectus and does not
constitute or form, and will not 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. 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"). Any public offering of securities
to be made in the United States will be made by means of a
prospectus. Such prospectus will contain detailed information about
the issuer and its management and financial statements. This press
release is being issued pursuant to and in accordance with Rule
135e under the Securities Act.
No money, securities or other consideration is being solicited,
and, if sent in response to the information contained in this press
release, will not be accepted.
Members of the public outside the United States will not be
eligible to take part in the offering described above.
This press release is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation or which would require
any registration or licensing within such jurisdiction.
The distribution of this press release into jurisdictions other
than the UK may be restricted by law. Persons into whose possession
this announcement come should inform themselves about and observe
any such restrictions.
For readers in the European Economic Area
In any EEA Member State that has implemented the Prospectus,
this communication is only addressed to and directed at qualified
investors in that 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 communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
s21 Financial Services and Markets Act 2000 as amended) in
connection with the securities which are the subject of the
offering described in this press release 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 (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 are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
Enquiries:
GW Pharmaceuticals plc (Today) +44 20 7831 3113
Justin Gover, CEO (Thereafter) +44 1980 557000
Stephen Schultz, VP Investor Relations +1 401 500 6570
FTI Consulting +44 20 7831 3113
Ben Atwell / John Dineen
Peel Hunt LLP +44 207 418 8900
James Steel / Vijay Barathan
About GW Pharmaceuticals plc
Founded in 1998, GW is biopharmaceutical company focused on
discovering, developing and commercializing novel therapeutics from
its proprietary cannabinoid product platform in a broad range of
disease areas. GW commercialized the world's first plant-derived
cannabinoid prescription drug, Sativex, which is approved for the
treatment of spasticity due to multiple sclerosis in 20 countries.
Sativex is also in Phase 3 clinical development as a potential
treatment of pain in people with advanced cancer. This Phase 3
program is intended to support the submission of a New Drug
Application for Sativex in cancer pain with the U.S. Food and Drug
Administration and in other markets around the world. GW has
established a world leading position in the development of
plant-derived cannabinoid therapeutics and has a deep pipeline of
additional cannabinoid product candidates, including two distinct
compounds, GWP42004 and GWP42003, in Phase 2 clinical development
for Type 2 diabetes and ulcerative colitis, respectively, and at
least two additional programs expected to enter clinical trials in
the next 12 months. For more information, please visit the
Company's website at www.gwpharm.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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