TIDMRLM
Realm Therapeutics PLC
03 July 2018
Realm Therapeutics Announces Instructions for Exchanging Listed
Ordinary Shares into Nasdaq listed ADSs
MALVERN, PA July 4, 2018 - Realm Therapeutics plc (AIM: RLM;
Nasdaq: RLM) (the "Company"), a clinical stage biopharmaceutical
company focused on developing novel therapeutics in immune-mediated
diseases, today separately announced that in connection with a
listing of American Depositary Shares ("ADSs") representing
ordinary shares of nominal value of 10 pence in the capital of the
Company ("Ordinary Shares") on the Nasdaq Capital Market
("Nasdaq"), the United States Securities and Exchange Commission
has declared effective registration statements on Form F-1 and F-6
with respect to such securities, Nasdaq has approved the ADSs for
listing, and ADSs are expected to be listed for trading on such
market under the symbol "RLM" on July 5, 2018.
This announcement is intended to guide shareholders of Ordinary
Shares, which are listed on AIM, the market operated by the London
Stock Exchange plc, through the process of exchanging Ordinary
Shares for ADSs, and to answer certain related frequently asked
questions applicable to holders of the Ordinary Shares. For any
further questions about the Ordinary Share to ADS exchange process,
please contact the Company's ADS Depositary Bank, Citibank:
New York London
Michael O'Leary Mike Woods
Tel: +1 212 723 4483 Tel: +44 20 7500 2030
About Realm Therapeutics
Realm Therapeutics is a clinical-stage biopharmaceutical company
developing novel therapeutics that target the interplay between
innate and adaptive immunity. The Company's programs seek to
influence immune signaling and change the course of immune-mediated
diseases in adults and children. Realm's lead drug development
program utilizes the Company's proprietary immunomodulatory
technology for the treatment of Atopic Dermatitis, and the Company
is exploring its efficacy in other dermatology indications which
include Acne Vulgaris, and Psoriasis, as well as other therapeutic
areas. For more information on Realm Therapeutics please visit
www.realmtx.com.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction. A prospectus describing the securities may be
obtained from Realm Therapeutics at 267 Great Valley Parkway,
Malvern, PA 19355, United States of America. For the avoidance of
doubt, such prospectus does not constitute a "prospectus" for the
purposes of Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in each relevant EU
member state) and has not been reviewed by any competent authority
in any EU member state.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements including with respect to the creation of a trading
market for ADSs representing the Company's ordinary shares in the
United States. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
G-RLM
Contacts:
Realm Therapeutics plc
Alex Martin, Chief Executive Officer
Marella Thorell, Chief Financial Officer and Chief Operating
Officer
Outside US: +44 (0) 20 3727 1000
US: +1 212 600 1902
Argot Partners
Stephanie Marks
+1 212 600 1902
FTI Consulting
Simon Conway / Mo Noonan
+44 (0) 20 3727 1000
N+1 Singer (Nominated Adviser and Broker)
Aubrey Powell / Jen Boorer
+44 (0) 20 7496 3000
Frequently Asked Questions and Answers for Realm Ordinary
Shareholders:
What is the relationship between the Company's Ordinary Shares
and ADSs?
Each ADS is a tradeable security representing 25 of the
Company's Ordinary Shares. The Company's ADSs have been approved
for trading on Nasdaq under the ticker symbol: RLM. The value of
each ADS is denominated in US Dollars.
What does it cost to exchange Ordinary Shares into ADSs?
For the six months following the effective date of the Company's
Registration Statement on Form F-1, there will be no charge to
exchange Ordinary Shares for ADSs. Thereafter, there will be a
conversion fee of US$0.05 per ADS charged by Citibank for
administering the conversion process. The conversion of your
dematerialised Ordinary Shares will need to be managed by your
broker as Ordinary Shares need to be transferred electronically to
Citibank prior to the issuance of ADSs. Your selected broker may
also levy an administrative charge for managing the conversion
process.
How long does it take and is dematerialisation necessary?
Citibank typically can be expected to issue ADSs to your broker
within two business days of receiving an electronic transfer of
Ordinary Shares from your broker. However, before this can happen,
if you hold your Ordinary Shares in certificated form, you will
need to send your share certificate and a signed stock
transfer/deposit form to your broker who will then need to manage
the "dematerialisation" process needed to exchange your shares into
electronic form. The timescale for this will depend on your broker
but should be expected to take about a week.
I don't have a broker - do I really need one?
Yes, conversion into ADSs will require the assistance of a
broker. Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
Citibank charges an annual Depositary Service Fee, currently
US$0.02 per ADS. This is typically collected from the broker or
nominee who holds the ADSs on your behalf. Your broker may pass
this fee onto you directly or it may be part of the annual fee that
you pay to maintain your brokerage account.
How do I exchange my Ordinary Shares into ADSs?
The process set out on the following pages explains what you
need to do to select a suitable broker account and summarises the
instructions that you need to give to your broker in order to
exchange your Ordinary Shares into ADSs. Please refer to "Notes for
Brokers" which we suggest you send to your broker if you are
interested in exchanging Ordinary Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on the
AIM market of the London Stock Exchange plc. If you do not wish to
hold ADSs but wish to remain a shareholder of Realm then no action
is required.
Notes for Shareholders:
Process for exchanging Ordinary shares into ADSs:
Step 1: Select a broker with US listed securities trading
capability
If you do not already have an account with a broker, you may be
able to open one either online or through banks and building
societies which offer broking services. You need to ensure that the
broker and type of account on offer is capable of holding and
trading US listed securities. Often the most basic account offered
is for UK listed shares only so you will need to select an account
that gives you the ability to buy and sell US listed shares. Please
ensure that you check with your broker that they can hold Realm
Therapeutics plc ADSs and have a DTC participant account.
Step 2: You will need to contact your broker and ask them how to
transfer your existing certificated or dematerialised Ordinary
Shares into your account.
If you hold physical share certificates, you will need to send
them, together with a completed stock deposit form to your broker.
The broker must provide you with the required stock deposit form
and instructions. When the broker receives the share certificates,
they will need to "dematerialise" the shares into electronic form
so that they are held electronically by the broker within CREST
(the central securities depository that holds UK and Irish
equities, operated by Euroclear UK & Ireland). When completed
your broker can then deal with the conversion into ADSs.
If you already hold your Ordinary Shares in a dematerialised
form, you can deliver them to the broker handling the ADS
conversion.
Step 3: Your broker will need to contact Citibank by email to
arrange for the conversion of your Ordinary Shares into ADSs
tradeable on Nasdaq. You will receive one ADS for every 25 Ordinary
Shares that you hold and opt to convert.
The contact details for Citibank, together with details of the
conversion process are set out in the "Notes for Brokers" and the
"Realm Therapeutics plc - UK ADR Creation - SDRT Certification" set
out on the following pages. We suggest that you send these to your
broker.
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
Ordinary Shares are listed on AIM under the ticker: RLM.
Realm Therapeutics' ADSs are listed and traded on Nasdaq under
the ticker: RLM
Each ADS represents 25 Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of
ADSs via the Company's Depositary Bank, Citibank, N.A.
Once exchanged, the Company's ADSs are tradeable via Nasdaq.
The Company's registrar, Equiniti Limited (www.equiniti.com),
maintains the Company's shareholder register and Ordinary Shares
can be held and transferred within CREST. Therefore, you are able
to receive certificated Ordinary Shares and deposit these into
CREST via the usual CREST share deposit process. You can then
transfer the Ordinary Shares to Citibank's CREST account for
conversion into ADSs. The newly created ADSs will then be
transferred back to your nominated DTC or Euroclear account.
Citibank's CREST account details are as follows:
CREST participant ID: BA01D
National City Nominees
Citigroup Centre, 33 Canada Square,
Canary Wharf, London E14 5LB D
Prior to initiating a CREST transfer to Citibank, please contact
the Citibank team by email via: uksettlements@citi.com
To aid your communications with Citibank we have constructed the
attached "Realm Therapeutics plc - UK ADR Creation - SDRT
Certification", which sets out all of the information that you will
need to send to Citibank to effect the conversion of Ordinary
Shares into ADSs. Please complete and send this form to Citibank by
email to initiate the conversion process.
Fees/taxes payable: For the six months following the effective
date of the Form F-1, no fees will be payable for the exchange of
Ordinary Shares for ADSs. Thereafter, Citibank charges an ADS
issuance fee of US$0.05 per ADS. As the Company is currently listed
on AIM, no stamp duty reserve tax (SDRT) is payable.
Ratio: Each ADS represents 25 Ordinary Shares. Fractional ADSs
cannot be issued. Therefore, the number of Ordinary Shares
transmitted within CREST to Citibank MUST be a multiple of 25.
Spare Ordinary Shares can either be retained in CREST or re-issued
to your client in certificated form. Such re-issued Ordinary Shares
will remain on the Company's shareholder register, registered in
your client's name (or in a nominee's name, as applicable).
Citibank London as Custodian requires the Realm Therapeutics plc
- UK ADR Creation - SDRT Certification to e-mailed as a PDF file in
a secured format to uksettlements@citi.com. In the email subject
field, please state: REALM THERAPEUTICS PLC - UK ADR CREATION -
SDRT CERTIFICATION.
Please ensure this form is on your Crest agent's headed paper.
Please fill all fields by typing and only use handwriting for the
Signatures at the bottom of the page.
Any questions should be directed to uksettlements@citi.com.
REALM THERAPEUTICS PLC - UK ADR CREATION - SDRT
CERTIFICATION
1 Crest reference of the trade
2 ISIN number
-------------------------------- ------------------------------------------
3 Trade Date as in Crest
-------------------------------- ------------------------------------------
4 Settlement Date as in Crest
-------------------------------- ------------------------------------------
5 Ratio (e.g.: "25:1" where
25 UK shares are converted
to 1 ADR)
-------------------------------- ------------------------------------------
6 Nominal
-------------------------------- ------------------------------------------
7 Stampable Consideration Amount
- Mandatory field for Stamp
Applicable ISIN's
-------------------------------- ------------------------------------------
8 Stock Price
-------------------------------- ------------------------------------------
9 Name of Broker
-------------------------------- ------------------------------------------
10 Brokers DTC Participant Account
-------------------------------- ------------------------------------------
11 Shareholder/Client Account
No. at Broker
-------------------------------- ------------------------------------------
12 Contact Person / Number
-------------------------------- ------------------------------------------
13 Result of Option Yes / No
-------------------------------- ------------------------------------------
14 CREST Participant ID
-------------------------------- ------------------------------------------
15 SDRT (please only mark one
field on the right with an
"X"):
-------------------------------- ------------------------------------------
16 1.5%
-------------------------------- ------------------------------------------
17 1%
-------------------------------- ------------------------------------------
18 SDRT exempt
-------------------------------- ------------------------------------------
19 Indemnity We shall indemnify and hold Citibank,
N.A. ("the Bank") harmless against
all claims, losses, damages, costs
and expenses (including reasonable
legal fees and disbursements), penalties
and taxes (including any interest
and penalties for late payment of
tax) incurred by the Bank or to which
the Bank may become subject to and
arising directly from the deposit
of the above securities with the
Bank or the failure by any person
to pay (or discharge) any stamp duty,
stamp duty reserve tax, or any other
similar duty or tax in connection
with the above securities deposited
with the Bank. If and to the extent
that the deposit of the securities
results from the exercise of an option
or options, we hereby represent and
warrant that the arrangements in
respect of the option or options
pursuant to the exercise of which
the securities are delivered, including
the timing of grant and exercise,
and the premium/strike ratio, are
bona fide and commercial, and are
not motivated primarily by or for
the avoidance of UK stamp duty reserve
tax.
-------------------------------- ------------------------------------------
SDRT Note: It is required that the Broker alleges in CREST GUI a
declaration of SDRT if applicable: Please include the stamp status
and Stampable Consideration.
Signature ................................................ Signature .............................................
Name ...................................................... Name ................................................
London Stock Exchange
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END
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