TIDMMTFB
RNS Number : 9295Z
Motif Bio PLC
26 May 2021
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This Announcement contains inside information for the purposes
of the market abuse regulation (EU No . 596/2014) as it forms part
of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"). In addition, market soundings (as
defined in UK MAR) were taken in respect of certain of the matters
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persons shall therefore cease to be in possession of inside
information.
Motif Bio plc
("Motif" or the "Company")
Update on Proposed Reverse Takeover
Publication of Admission Document
Notice of General Meeting
Proposed Acquisition of BiVictriX Therapeutics Limited
Proposed Fundraising, Share Consolidation and Change of Name
Proposed Board Changes
Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM
Rule 15 cash shell, is pleased to announce that further to the
announcements of 5 January, 27 January and 29 March 2021, the
Company has now executed a sale and purchase agreement ("SPA") to
conditionally acquire the entire issued and to be issued share
capital of BiVictriX Therapeutics Limited ("BiVictriX" or "BVX"), a
UK-based Antibody-Drug Conjugate ("ADC") discovery and development
company which is focused on leveraging clinical experience to
develop a class of highly selective, next generation cancer
therapeutics which exhibit superior potency, whilst reducing
harmful side-effects (the "Proposed Transaction" or
"Acquisition").
The Proposed Transaction constitutes a reverse takeover pursuant
to Rule 14 of the AIM Rules for Companies (the "AIM Rules") and,
accordingly, is conditional on, among other things, the approval of
Shareholders at a General Meeting to be held at 12 p.m. (UK time)
on 14 June 2021 at the offices of Reed Smith LLP, 599 Lexington
Avenue, New York, NY 10022, United States.
Accordingly, an Admission Document dated 26 May 2021 has now
been published, incorporating a full Notice of General Meeting, in
relation to, among other things, the Acquisition and an associated
oversubscribed conditional placing and subscription for New
Ordinary Shares (as defined below) to raise, in aggregate, gross
proceeds of GBP10.1 million.
SP Angel Corporate Finance LLP is acting as Nominated Adviser
and Broker to the Company.
Pursuant to Rule 15 of the AIM Rules, the Company's Ordinary
Shares will remain suspended from trading on AIM until completion
of the Proposed Transaction, which is expected to be at or around 8
a.m. on 15 June 2021 ("Admission").
Highlights:
-- Proposed acquisition of the entire issued and to be issued
share capital of BiVictriX for an aggregate consideration of
GBP5,500,608.20 to be satisfied by the issue of new ordinary shares
and cash;
-- Proposed placing and subscription to raise, in aggregate,
GBP10.1 million before expenses, through the issue of 50,500,000
new ordinary shares, at a price of 20 pence (the "Placing Price")
each comprising 40,042,280 placing shares "(Placing Shares") and
10,457,720 subscription shares ("Subscription Shares") ;
-- Proposed warrants to be issued to existing Motif shareholders
on the basis of one warrant per two Ordinary Shares held with an
exercise price of 30 pence and valid for 180 days following
Admission (the "Admission Warrants", see below);
-- Proposed share consolidation at a ratio of 1:220 (the "Share Consolidation");
-- Proposed change of name to BiVictriX Therapeutics plc to
reflect the transformational nature of the Proposed Transaction;
and
-- Proposed board changes, conditional on Admission, with the
resignation of each of Bruce Williams, Graham Lumsden and
Christopher Wardhaugh and the appointments of Iain Ross as
Non-Executive Chairman, Tiffany Thorn as Chief Executive Officer,
Professor Robert Hawkins and Dr. Ole Petter Veiby as Independent
Non-Executive Directors. It is proposed that Jonathan Gold will
remain on the board as a Non-Executive Director.
Background to BiVictriX
BiVictriX is a rapidly emerging biotechnology company applying a
novel approach, derived from direct clinical experience, to develop
safer, more effective anti-cancer therapies. BiVictriX's pioneering
'precision' approach to cancer treatment has the potential to
deliver a broad pipeline of proprietary, first-in-class Bi-Cygni(R)
therapeutics to enable potentially higher dosing and more
aggressive tumour eradication in patients, without causing harmful
side-effects. Through access to state-of-the-art techniques,
BiVictriX has identified a diverse library of cancer-specific
antigen fingerprints that can be used for the treatment of a wide
range of cancer indications. BiVictriX's lead candidate, BVX001, is
designed to deliver a game-changing therapeutic approach to
patients with Acute Myeloid Leukemia ("AML").
The Directors believe that the Acquisition and subsequent
Admission will position Motif and BiVictriX, (the "Enlarged Group")
for the next stage of development by providing the Enlarged Group
with access to wider pools of capital in order to continue the
development of safer, more effective cancer therapies and to help
expand its wider pipeline of development programmes.
Further information on the Acquisition and the Resolutions can
be found in the Company's Admission Document (and the Notice of
General Meeting set out therein), which is available on the
Company's website at www.motifbio.com and has been posted to
Shareholders.
Defined terms used in this Announcement carry the same meanings
as those ascribed to them in the Company's Admission Document,
unless the context requires otherwise.
Bruce Williams, Motif's Chairman, commented: "Overcoming
countless setbacks and challenges along the way, I am thrilled that
we have put together a transaction that delivers value to our
existing Shareholders, and has the potential to offer patients a
safer, more effective way to treat their cancers. I am grateful to
the Motif team, especially Jon Gold, for their tireless efforts
over the last 18 months in meeting, reviewing and conducting
diligence on many potential candidates, culminating in the
selection of BiVictriX. The Proposed Transaction represents an
exciting opportunity as following Admission we believe the Enlarged
Group's work programmes have the potential to lead to breakthroughs
for cancer patients."
For further information please contact:
ir@motifbio.com
Motif Bio plc
Jonathan Gold (Non-Executive Director)
------------------------
SP Angel Corporate Finance LLP (NOMAD
& BROKER) +44 (0) 20 3470 0470
------------------------
David Hignell/Caroline Rowe (Corporate
Finance)
------------------------
Vadim Alexandre/Rob Rees (Sales & Broking)
------------------------
Walbrook PR Ltd. (UK FINANCIAL PR &
IR) +44 (0) 20 7933 8780
------------------------
Paul McManus/ Lianne Cawthorne motifbio@walbrookpr.com
------------------------
Forward-Looking Statements
This announcement may contain forward-looking statements. Words
such as "expects", "anticipates", "may", "should", "would",
"could", "will", "intends", "plans", "believes", "targets",
"seeks", "estimates", "aims", "projects", "pipeline" and variations
of such words and similar expressions are intended to identify such
forward-looking statements and expectations. These statements are
not guarantees of future performance or the ability to identify and
consummate transactions and involve certain risks, uncertainties,
outcomes of negotiations and due diligence and assumptions that are
difficult to predict, qualify or quantify. Therefore, actual
outcomes and results may differ materially from what is expressed
in such forward-looking statements or expectations. Among the
factors that could cause actual results to differ materially are:
the general economic climate, competition, interest rate levels,
loss of key personnel, the result of legal and commercial due
diligence and changes in the legal or regulatory environment.
Notice of General Meeting
In accordance with Rule 14 of the AIM Rules, completion of the
Proposed Transaction is subject to approval by Shareholders to be
sought at a forthcoming General Meeting of the Company to be held
at 12 p.m. (UK time) on 14 June 2021 at the offices of Reed Smith
LLP, 599 Lexington Avenue, New York, NY 10022, United States,
formal notice of which is incorporated in the Company's Admission
Document (the "Notice of General Meeting").
In light of the current restrictions imposed as a result of the
COVID-19 pandemic, the General Meeting will be held with the
minimum number of members legally required to be present (which
will be facilitated by the Company's management). For the safety of
all Shareholders, Shareholders are discouraged from attending the
General Meeting in person without invitation. The Company therefore
strongly encourages all Shareholders to submit their Form of Proxy
appointing the Chairman as their proxy. Only the formal business of
the Resolutions will be carried out at the General Meeting.
The Company will provide a facility for Shareholders to join the
General Meeting either online or telephonically and there will be
an opportunity for Shareholders to ask questions. In order to
facilitate the process, and so that questions can be fully answered
at the end of the meeting, the Board would request questions to be
submitted in advance, before 5 p.m. on 9 June 2021.
The Resolutions seek, conditional on Admission, to approve,
among other things, the Acquisition, the appointment of the
Proposed Directors, the change of the Company's name to BiVictriX
Therapeutics plc, the adoption of the amended articles of
association, the Share Consolidation and the Fundraise.
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting, as
they intend to do so in respect of their own beneficial
shareholdings amounting to, in aggregate 253,958 Existing Ordinary
Shares representing 0.039 per cent. of the Existing Share
Capital.
In the event that the Resolutions are not approved by the
Shareholders, the Acquisition and the other Proposals will not
occur. It is likely that the Company's AIM listing will be
cancelled with immediate effect resulting in Shareholders owning
shares in an unlisted public company. In such circumstances, given
accrued transaction costs, Shareholders would not be expected to
receive any further value for their Ordinary Shares.
SPA
The key terms of the Acquisition are as follows:
-- the holders of the entire issued share capital of BiVictriX
(the "Sellers") will sell the entire issued share capital of
BiVictriX to the Company;
-- the Company will pay an aggregate purchase price of
GBP4,998,202.81 to be satisfied by the issue of an aggregate of
24,990,999 Consideration Shares to the Sellers (other than the Cash
Sellers) for the issued and to be issued BiVictriX shares held by
them;
-- the Company will pay an aggregate of GBP502,330.42 to the
Cash Sellers for their BiVictriX shares, with the cash
consideration being reinvested into the Company in exchange for the
issue of an aggregate of 2,511,646 Consideration Shares, pursuant
to an irrevocable undertaking executed by each Cash Seller;
-- the purchase price is to be satisfied by the issue to the
Sellers (upon completion of the irrevocable undertaking signed by
each Cash Seller) of an aggregate of 27,502,645 Consideration
Shares at the Placing Price;
-- certain limited warranties have been provided by each party in the agreement; and
-- each party has the right to terminate the agreement, among
other times, in the case of a material breach of warranty or a
material adverse change in relation to the other business.
In addition, conditional on Admission, the Company has agreed to
exchange the existing options over shares in BVX which are held by
Tiffany Thorn for new options in the Company. A total of 1,942,459
options over New Ordinary Shares will be granted, with 1,591,794 of
the options being exercisable at the Placing Price and 350,665 of
the options having an exercise price of GBP0.1223. The options to
be granted to Tiffany Thorn will be governed by the same rules as
those which will apply to the New Scheme.
The Acquisition Agreement is conditional upon, among other
things, the passing of the Resolutions at the General Meeting and
Admission. The conditions to the Acquisition Agreement must be
satisfied or waived on or before 15 June 2021 or the agreement will
terminate.
Those Sellers who are not Locked-In Persons will not be subject
to any restriction on the sale of the New Ordinary Shares held by
them at Admission.
Board changes
Conditional on Admission, each of Bruce Williams, Graham Lumsden
and Christopher Wardhaugh have agreed that they will resign their
position as a non-executive director of the Company. Under the
terms of the termination agreements, each of Messrs. Williams,
Lumsden and Wardhaugh have agreed to waive all compensation and
other benefits due to them in accordance with the terms of the
letters of appointment (a total of over US$ 200,000 ), in exchange
for the issue to them of an aggregate of 267,373 warrants at the
Placing Price (assuming completion of the Share Consolidation).
On Admission it is intended that Iain Ross will be appointed to
the board as Non-Executive Chairman, Tiffany Thorn as Chief
Executive Officer and Professor Robert Hawkins and Dr. Ole Petter
Veiby as Independent Non-Executive Directors (together, the
"Proposed Directors"). Jonathan Gold will remain on the board as a
Non-Executive Director.
Proposed Fundraising
In connection with the Acquisition, the Company has
conditionally raised, in aggregate, approximately GBP 10.1 million
(before expenses) through the issue of, in aggregate, 50,500,000
New Ordinary Shares at a price of 20 pence per New Ordinary Share
(the "Fundraise Shares"), comprising 40,042,280 Placing Shares and
10,457,720 Subscription Shares.
Jonathan Gold and certain Proposed Directors have conditionally
subscribed for an aggregate of 450,000 Subscription Shares at the
Placing Price, pursuant to the terms of the Subscription, as per
the table below:
Director or Proposed Director Number of Fundraise Shares
Jonathan Gold 112,500
---------------------------
Iain Ross 112,500
---------------------------
Professor Robert Hawkins 112,500
---------------------------
Dr. Ole Petter Veiby 112,500
---------------------------
Completion of the Fundraising is conditional on approval by
Shareholders of all Resolutions set out in the Notice of General
Meeting, the Placing Agreement and Subscription Agreements not
being terminated in accordance with their terms, receipt of the
subscription monies prior to the General Meeting and admission of
the Enlarged Share Capital to trading on AIM.
The net proceeds of the Fundraising, being approximately GBP 9
million, will be used to:
-- accelerate the lead optimisation of BVX001 to reach key
preclinical milestones on efficacy and safety;
-- expand BiVictriX's early-stage pipeline to include two
additional candidates with preclinical proof of concept;
-- grow BiVictriX's intellectual property portfolio to add
further protection around the lead programme and additional
pipeline; and
-- expand BiVictriX's internal capabilities to include providing
potential avenues for platform intellectual property generation and
defensibility of BiVictriX's approach.
Significant shareholders
On Admission, the Company's significant shareholders holding 3
per cent. or more of the Enlarged Share Capital, are expected to
comprise:
Percentage of
Number of New Ordinary Enlarged Share
Name Shares Capital
Development Bank
of Wales 11,510,562 14.21
Canaccord Genuity 6,000,000 7.41
Robert Keith 5,000,000 6.17
Ora Capital 5,000,000 6.17
Alderley Park Ventures 4,466,495 5.52
Patronus Partners 3,600,000 4.45
Optiva Securities 3,587,871 4.43
Cleveland Capital 2,700,000 3.33
*The interests reflect the effect of the Share Consolidation
assuming this is approved at the Company's General Meeting (further
information provided below).
Lock-In arrangements
Certain shareholders have agreed that for a period of time
following Admission they will not dispose of New Ordinary Shares
held by them at the time of Admission.
None of the Rule 7 Locked-in Persons, the Non-Rule 7 Locked-in
Persons nor the Future Fund will dispose of New Ordinary Shares
held by them for a period of 12 months from the date of Admission.
For the period of 12 months following the anniversary of the date
of Admission, they will only dispose of New Ordinary Shares through
the Company's broker.
For a period of 6 months from the date of Admission, the Soft
Locked-in Persons will not dispose of New Ordinary Shares held by
them. For the 6 months following the 6 month anniversary of the
date of Admission, each Soft Locked-in Person will only dispose of
New Ordinary Shares through the Company's broker .
Shareholders who are not Locked-In Persons will not be subject
to any restriction on the sale of the New Ordinary Shares held by
them at Admission.
Proposed Share Consolidation
The Company's current issued share capital consists of
654,991,023 Existing Ordinary Shares. The Directors believe that it
is in the best interests of the Company for there to be a 1:220
share consolidation to reduce the number of Ordinary Shares in
issue and increase the share price with a view to decreasing the
spread between the bid and offer prices. Under the Share
Consolidation, holders of Existing Ordinary Shares will receive: 1
New Ordinary Share for every 220 Existing Ordinary Shares and so in
proportion to the number of Existing Ordinary Shares held on the
Record Date.
Following the Share Consolidation, Shareholders will still hold
the same proportion of the Company's ordinary share capital as
before the Share Consolidation and the New Ordinary Shares will
carry equivalent rights under the Articles to the Existing Ordinary
Shares. Following the Share Consolidation and assuming the maximum
number of New Ordinary Shares are issued pursuant to the Proposals,
the Company's issued ordinary share capital will comprise
80,979,876 New Ordinary Shares as at Admission.
The Share Consolidation will give rise to fractional
entitlements to a New Ordinary Share where any holding is not
precisely divisible by 220. No certificates regarding fractional
entitlements will be issued. Instead, in accordance with the
authority in the Articles, any New Ordinary Shares in respect of
which there are fractional entitlements will be aggregated and sold
in the market for the best price reasonably obtainable on behalf of
those Shareholders entitled to the fractions and, where the amount
of the proceeds for a Shareholder is GBP100 or more, the proceeds
of sale will be returned to such Shareholders in proportion to
their respective fractional entitlement(s). Proceeds of less than
GBP100 per shareholder will be retained by the Company.
Change of Name
The Board notes that, assuming the Resolutions are approved by
Shareholders, the Company will commence trading on its re-admission
to AIM under the new name of BiVictriX Therapeutics plc.
Share Options
At Admission, and subject to completion of the Share
Consolidation, the Company will have 3,429 share options which have
been granted and remain outstanding pursuant to the Existing
Scheme. In addition, following Admission and the proposed grant of
certain share options to Iain Ross and Tiffany Thorn, the Company
will have an available outstanding option pool of 10,516,160 share
options under the New Scheme.
Warrants
At Admission, and subject to completion of the Share
Consolidation, the Company will have 6,461,151 warrants over New
Ordinary Shares that have been granted and remain outstanding.
In particular:
-- Admission Warrants over 1,488,615 New Ordinary Shares are to
be issued to the current Shareholders. The Admission Warrants are
being granted on the basis of one Admission Warrant granted per two
Ordinary Shares held immediately prior to completion of the
Acquisition.
-- 2021 Warrants over 2,396,269 New Ordinary Shares at the
Placing Price are to be issued to Existing Directors and an
existing consultant (of which 2,103,200 of these 2021 Warrants,
being equal to 2 per cent. of the Enlarged Share Capital, will be
granted to Jonathan Gold) in exchange for forgiveness of all
accrued bonuses and other payments that would be due (a total of
over an aggregate of more than US$500,000). 1,472,240 of the
warrants to be granted to Jon Gold will be capable of exercise
immediately upon grant with the other 630,960 of the warrants
vesting at 6-monthly intervals over 3 years.
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM. It is
expected that Admission will become effective and dealings in the
Enlarged Share Capital will commence on AIM at 8.00 a.m. on 15 June
2021. Trading in the Company's Existing Ordinary Shares will remain
suspended until such time.
The New Ordinary Shares will be in registered form and will be
capable of being held in either certificated or uncertificated form
(i.e. in CREST). Accordingly, following Admission, settlement of
transactions in the New Ordinary Shares may take place within the
CREST system if a Shareholder so wishes. In respect of Shareholders
who will receive New Ordinary Shares in uncertificated form, New
Ordinary Shares will be credited to their CREST stock accounts on
or around 16 June 2021. Shareholders who wish to receive and retain
share certificates are able to do so and share certificates
representing the New Ordinary Shares to be issued pursuant to the
Fundraise are expected to be despatched by post to such
Shareholders by 25 June 2021.
Following Admission, the ISIN of the New Ordinary Shares will be
GB00BKVCVD41, the SEDOL will be BKVCVD4 and the LEI will be
54930080DN00QTIUUU84. The TIDM will be BVX.
Related Party Transactions
Jonathan Gold's participation in the Fundraise constitutes a
related party transaction in accordance with AIM Rule 13. Graham
Lumsden, Bruce Williams and Chris Wardhaugh, who are not
subscribing for Fundraise Shares and are therefore considered to be
independent Directors for these purposes, having consulted with the
Company's nominated adviser, consider the terms of Jonathan Gold's
participation in the Fundraise to be fair and reasonable insofar as
the Shareholders are concerned.
The proposed issue of warrants under the 2021 Warrant Instrument
to the Existing Directors also constitutes a related party
transaction in accordance with AIM Rule 13. Dr. Ole Petter Veiby
and Professor Robert Hawkins, as the proposed directors of the
Enlarged Group who will not be receiving warrants and are therefore
considered to be independent Directors for these purposes, having
consulted with the Company's nominated adviser, consider the terms
of the issue of warrants to the Existing Directors under the 2021
Warrant Instrument, conditional on Admission to be fair and
reasonable insofar as the Shareholders are concerned.
Expected Timetable of Principal Events
Publication and posting of this Admission Document 26 May 2021
and the Form of Proxy to Shareholders
Latest time and date for receipt of completed Forms 12 p.m. on 10 June
of Proxy and receipt of electronic proxy appointments 2021
via the CREST system
Time and date of the General Meeting 12 p.m. on 14 June
2021
Announcement of the result of the General Meeting 14 June 2021
Record date for Consolidation 6:00 p.m. on 14
June
Admission and commencement of dealings in the Enlarged 8 a.m. on 15 June
Share Capital on AIM 2021
Placing Shares credited to CREST accounts (where applicable) 16 June 2021
Despatch of definitive share certificates (where applicable) by 25 June 2021
Acquisition and Fundraising Statistics
Number of Existing Ordinary Shares in issue as at
the date of this document 654,991,023
Number of New Ordinary Shares in issue immediately
following Share Consolidation 2,977,231
Fundraise
Placing Price (per Fundraise Share) 20 pence
Number of Placing Shares 40,042,280
Number of Subscription Shares 10,457,720
Gross proceeds of the Placing (receivable by the GBP8,008,456
Company)
Gross proceeds of the Subscription (receivable by GBP2,091,544
the Company)
Total gross proceeds of the Fundraise (receivable GBP10,100,000
by the Company)
Estimated net proceeds of the Fundraise available GBP9,000,000
to Company
Estimated costs of the Placing and Admission GBP1,100,000
Consideration Shares
Total number of Consideration Shares 27,502,645
Price per Consideration Share 20 pence
Upon Admission
Enlarged Share Capital in issue upon Admission 80,979,876
Percentage of Enlarged Share Capital represented 3.7 per cent.
by the New Ordinary Shares
Percentage of Enlarged Share Capital represented 49.5 per cent.
by Placing Shares
Percentage of Enlarged Share Capital represented 12.9 per cent.
by Subscription Shares
Percentage of Enlarged Share Capital represented 34.0 per cent.
by Consideration Shares
Number of Ordinary Shares under Option or Warrant
following Admission 24,181,201
Fully diluted number of New Ordinary Shares following
Admission 105,161,077
Estimated market capitalisation of the Company at GBP16,195,975
Admission at the Placing Price
TIDM BVX
New Ordinary Share ISIN number GB00BKVCVD41
New SEDOL code BKVCVD4
LEI 54930080DN00QTIUUU84
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