Filed pursuant to Rule 424(b)(5)
Registration No.: 333-267932
PROSPECTUS SUPPLEMENT
(to Prospectus dated October 26, 2022)
MIDATECH PHARMA PLC
393,973 American Depositary Shares
Representing 9,849,325 Ordinary Shares
We are offering 393,973 of our American Depositary Shares, or
Depositary Shares, at a price of $1.00 per Depositary Share
pursuant to this prospectus supplement, or the Registered
Depositary Shares. Each Depositary Share represents 25 of our
ordinary shares, nominal value 0.1p per share, or ordinary
shares.
In a private placement, or the Private Placement, we will also
issue to the purchaser in this offering (i) 584,082 of our
Depositary Shares at a price of $1.00 per Depositary Share, or the
Unregistered Depositary Shares, (ii) Series A Depositary Share
purchase warrants exercisable for an aggregate of 10,000,000
Depositary Shares, or the Series A Warrants, (iii) Series B
Depositary Share purchase warrants exercisable for an aggregate of
10,000,000 Depositary Shares, or the Series B Warrants, and (iv)
9,021,945 Pre-Funded Depositary Share warrants to purchase up to
9,021,945 Depositary Shares, or the Pre-Funded Warrants, and
collectively with the Series A Warrants and Series B Warrants, the
Warrants. The Series A Warrants and Series B Warrants will each be
exercisable at an exercise price of $1.00 per ADS, subject to
adjustments for certain dilutive equity issuances. The Pre-Funded
Warrants will be exercisable at an exercise price of $0.001 per
ADS. The Warrants will become exercisable on the initial date of
issuance, or the initial exercise date. The Series A Warrants will
expire one year from the initial exercise date. The Series B
Warrants will expire six years from the initial exercise date. The
Pre-Funded Warrants will be exercisable at any time after the
initial exercise date until exercised in full. A holder of the
Warrants may not exercise the Warrants if the holder, together with
its affiliates, would beneficially own more than 4.99% or 9.99%
(such amount to be determined at the option of the holder) of the
number of ordinary shares outstanding immediately after giving
effect to such exercise. The Unregistered Depositary Shares,
Warrants, Depositary Shares issuable upon the exercise of the
Warrants, or the Warrant Shares, and the ordinary shares underlying
the Warrant Shares, are not being registered under the Securities
Act of 1933, as amended, or the Securities Act, pursuant to the
registration statement of which this prospectus supplement and the
accompanying base prospectus form a part, nor are such Unregistered
Depositary Shares, Warrants, Warrant Shares and ordinary shares
underlying the Warrant Shares being offered pursuant to such
prospectus supplement and base prospectus. The Unregistered
Depositary Shares and Warrants are being offered pursuant to the
exemption provided in Section 4(a)(2) of the Securities Act and
Rule 506(b) promulgated thereunder. The Warrants are not, and will
not be, listed for trading on any national securities exchange.
Each investor will be an “accredited investor” (as such term is
defined in Rule 501(a)) or “qualified institutional buyer” (as such
term is defined in Rule 144A) under the Securities Act. The closing
of the Private Placement is subject to a number of closing
conditions, including (i) shareholder approval to allot the
ordinary shares offered in the Private Placement, and (ii) the
substantially contemporaneous closing of the transactions set forth
in that certain Arrangement Agreement, dated December 13, 2022, by
and between us and Bioasis Technologies Inc., a British Columbia
corporation, or the Arrangement Agreement, or the Second Closing
Date.
Our Depositary Shares are listed on the NASDAQ Capital Market under
the symbol “MTP.” The last reported closing price of Depositary
Shares on the NASDAQ Capital Market on December 12, 2022 was
$1.68.
Our ordinary shares are admitted for trading on AIM, a market
operated by the London Stock Exchange plc, or AIM, under the
listing code “MTPH.” The last reported closing price of our
ordinary shares on AIM on December 12, 2022 was £0.0585.
We have engaged Ladenburg Thalmann & Co. Inc. to act as our
exclusive placement agent, or the placement agent, in connection
with the securities offered by this prospectus supplement and the
accompanying prospectus. The placement agent has agreed to use its
reasonable best efforts to sell the securities offered by this
prospectus supplement and the accompanying prospectus. The
placement agent has no obligation to buy any of the securities from
us or to arrange for the purchase or sale of any specific number or
dollar amount of securities. We have agreed to pay the placement
agent the placement agent fees set forth in the table below, which
assumes that we sell all of the securities we are offering.
As of the date of this prospectus supplement, the aggregate market
value of our outstanding ordinary shares held by non-affiliates, or
public float, was approximately $7,213,723, based on 98,493,413 of
our ordinary shares outstanding, of which approximately 87,972,237
shares are held by non-affiliates, and a per share price of
approximately $0.082, which represents one-twenty-fifth of $2.05,
which was the price of our Depositary Shares on October 19, 2022,
and which was the highest reported closing sale price of our
Depositary Shares on the NASDAQ Capital Market, the principal
market for our common equity, in the 60 days prior to December 13,
2022. As a result, we are eligible to offer and sell up to an
aggregate of $2,404,574 of our Depositary Shares pursuant to
General Instruction I.B5. of Form F-3. Prior to this offering, we
have not sold any securities pursuant to General Instruction I.B.5.
of Form F-3 during the prior 12 calendar month period that ends on,
and includes, the date of this prospectus supplement.
______________________________
Investing in our securities involves risks. See “Risk Factors”
beginning on page S-9 in this prospectus supplement and on page 4
of the accompanying prospectus and the documents incorporated by
reference herein for a discussion of the factors you should
carefully consider before deciding to purchase these
securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
|
|
|
Per Depositary
Share
|
|
|
Total |
|
| Offering
Price |
|
$ |
1.00 |
|
|
$ |
393,973.00 |
|
| Placement Agent Fees
(1) |
|
$ |
0.08
|
|
|
$ |
31,517.84
|
|
| Proceeds to Us (before
expenses) |
|
$ |
0.92
|
|
|
$ |
362,455.16
|
|
|
(1) |
We have also agreed to pay the
placement agent a management fee of 1.0% of the aggregate gross
proceeds in the offering, reimburse the placement agent for certain
of its expenses and issue warrants to purchase Depositary Shares
equal to 4% of the aggregate number of Depositary Shares and
Pre-Funded Warrants issued in this offering, as described under the
“Plan of Distribution” on page S-15 of this prospectus
supplement. |
|
(2) |
The amount of the offering proceeds
to us presented in this table does not include proceeds from the
exercise of the Warrants for cash, if any. |
Delivery of the Registered Depositary Shares is expected to be made
on or about December 15, 2022, subject to the satisfaction of
certain closing conditions.
______________________________
Ladenburg Thalmann
The date of this prospectus supplement is December 13, 2022
PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
PROSPECTUS
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
SUPPLEMENT
This prospectus supplement and the accompanying prospectus relate
to the offering of our Registered Depositary Shares. You should
read this prospectus supplement, the accompanying prospectus, the
documents incorporated by reference into this prospectus supplement
and the accompanying prospectus, and any free writing prospectus
that we may authorize for use in connection with this offering, in
their entirety before making an investment decision. You should
also read and consider the information in the documents to which we
have referred you in the section of this prospectus supplement
entitled “Where You Can Find More Information” and “Incorporation
by Reference.” These documents contain important information that
you should consider when making your investment decision.
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of the offering of
the Registered Depositary Shares and also adds to and updates
information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement
and the accompanying prospectus. The second part, the accompanying
prospectus, including the documents incorporated by reference into
the accompanying prospectus, provides more general information,
some of which may not apply to this offering. Generally, when we
refer to this prospectus, we are referring to the combined document
consisting of this prospectus supplement and the accompanying
prospectus. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one
hand, and the information contained in the accompanying prospectus
or in any document incorporated by reference into the accompanying
prospectus that was filed with the Securities and Exchange
Commission, or SEC, before the date of this prospectus supplement,
on the other hand, you should rely on the information in this
prospectus supplement. If any statement in one of these documents
is inconsistent with a statement in another document having a later
date, the statement in the document having the later date modifies
or supersedes the earlier statement.
We are responsible only for the information contained in or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and in any free writing prospectus prepared
by or on behalf of us or to which we have referred you. We have
not, and the placement agent has not, authorized anyone to provide
you with different information or to make any representation other
than those contained or incorporated by reference in this
prospectus supplement. If any person provides you with different or
inconsistent information, you should not rely on it. Neither we nor
the placement agent take any responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you.
We are not, and the placement agent is not, making an offer to sell
or soliciting an offer to buy our Depositary Shares in any
jurisdiction in which an offer or solicitation is not authorized or
in which the person making that offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make an
offer or solicitation.
You should assume that the information appearing in this prospectus
supplement, the accompanying prospectus, the documents incorporated
by reference into this prospectus supplement and the accompanying
prospectus, and in any free writing prospectus that we may
authorize for use in connection with this offering, is accurate
only as of the date of those respective documents. Our business,
financial condition, results of operations and prospects may have
changed since those dates.
Unless the context specifically indicates otherwise, references in
this prospectus supplement to “Midatech Pharma PLC,” “Midatech,”
“the Company,” “we,” “our,” “ours,” “us,” “the Group,” or similar
terms refer to Midatech Pharma PLC and its subsidiaries.
We prepare our consolidated financial statements in British pounds
sterling. In this prospectus supplement, references to “GBP,” “£,”
“pence” or “p” are each to British pounds sterling (or units
thereof), and references to “$,” “USD,” “US$” and “United States
dollar” are each to the United States dollar.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to periodic reporting and other informational
requirements of the Securities Exchange Act of 1934, as amended, or
the Exchange Act, as applicable to foreign private issuers.
Accordingly, we are required to file reports, including annual
reports on Form 20-F, and other information with the SEC. As a
foreign private issuer, we are exempt from the rules of the
Exchange Act prescribing the furnishing and content of proxy
statements to shareholders under the federal proxy rules contained
in Sections 14(a), (b) and (c) of the Exchange Act, and
our “insiders” are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange
Act. The SEC maintains an Internet site that contains reports,
proxy, information statements and other information regarding
issuers at http://www.sec.gov. Copies of certain information filed
by us with the SEC are also available on our website at
http://www.midatechpharma.com. Our website is not a part of this
prospectus and is not incorporated by reference in this
prospectus.
This prospectus supplement and the accompanying prospectus is part
of a registration statement we filed with the SEC. This prospectus
supplement omits some information contained in the registration
statement in accordance with SEC rules and regulations. You
should review the information and exhibits in the registration
statement for further information on us and our consolidated
subsidiaries and the securities we are offering. Statements in this
prospectus supplement concerning any document we filed as an
exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified
by reference to these filings. You should review the complete
document to evaluate these statements. You can obtain a copy of the
registration statement from the SEC at the address listed above or
from the SEC’s website.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to “incorporate by reference” the information we
file with the SEC, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference
is considered part of this prospectus supplement from the date we
file that document. Information that we file later with the SEC
will automatically update and, where applicable, supersede any
information contained in this prospectus supplement or incorporated
by reference in this prospectus supplement. These documents contain
important information about us and our financial condition.
This prospectus supplement incorporates by reference the documents
listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each
case, other than those documents or the portions of those documents
not deemed to be filed) between the date of the initial
registration statement and the effectiveness of the registration
statement and following the effectiveness of the registration
statement until the offering of the securities under the
registration statement is terminated or completed:
|
· |
our Annual Report on Form 20-F for
the year ended December 31, 2021, filed with the SEC on April 26,
2022; |
|
· |
our Reports on Form 6-K and any
amendments thereto furnished to the SEC on January 18, 2022, March
8, 2022, March 9, 2022, April 14, 2022, April 26, 2022, June 6,
2022, June 10, 2022, June 21, 2022, September 14, 2022 (both
filings), October 4, 2022, November 14, 2022 and December 13, 2022,
that we incorporate by reference into this prospectus; and |
|
· |
the description of Depositary
Shares representing our ordinary shares and our ordinary shares
contained in our Registration Statement on Form 8-A originally
filed with the SEC on December 2, 2015, and as amended on April 30,
2021, including any amendments or reports filed for the purpose of
updating such description. |
We will provide, without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon
written or oral request of such person, a copy of any or all of the
documents incorporated or deemed to be incorporated herein by
reference other than exhibits, unless such exhibits specifically
are incorporated by reference into such documents or this document.
Requests for such documents should be addressed in writing or by
telephone to:
Midatech Pharma PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
+44 29 2048 0180
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the
information incorporated herein by include “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Exchange Act. All statements contained or
incorporated by reference herein, including statements regarding
our strategy, future operations, future financial position, future
revenue, projected costs, prospects, plans, objectives of
management and expected market growth, other than statements of
historical facts, are forward-looking statements. The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “potential,” “will,” “would,”
“could,” “should,” “continue,” and similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain these identifying words.
We may not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual
results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking
statements we make. You are cautioned that these forward-looking
statements are only predictions and are subject to risks,
uncertainties and assumptions that are referenced in the section
entitled “Risk Factors” in our Annual Report on 20-F or in this
prospectus supplement. You should also carefully review the risk
factors and cautionary statements described in the other documents
we file from time to time with the SEC, specifically our most
recent Annual Report on Form 20-F and our Reports on Form 6-K. We
undertake no obligation to revise or update any forward-looking
statements, except to the extent required by law.
PROSPECTUS SUPPLEMENT
SUMMARY
The following summary of our business highlights some of the
information contained elsewhere in or incorporated by reference
into this prospectus supplement. Because this is only a summary,
however, it does not contain all of the information that may be
important to you. You should carefully read this prospectus
supplement and the accompanying base prospectus, including the
documents incorporated by reference, which are described under
“Where You Can Find Additional Information” and “Incorporation of
Certain Information by Reference” in this prospectus supplement.
You should also carefully consider the matters discussed in the
section in this prospectus supplement entitled “Risk
Factors.”
Midatech Pharma
PLC
Overview
We are focused on the
research and development of medicines for rare cancers, via both
in-house programs as well as partnered programs. We take existing
therapies and ‘makes medicines better’, using our proprietary
platform drug delivery technologies that improve the bio-delivery
and bio-distribution of drugs through either sustained delivery
(Q-SpheraTM ), direct delivery (MidaSolveTM
), or targeted delivery (MidaCoreTM ) of
drugs:
|
· |
Our Q-SpheraTM platform: Our
disruptive polymer microsphere microtechnology is used for
sustained delivery to prolong and control the release of
therapeutics over an extended period of time, from weeks to
months. |
|
· |
Our MidaSolveTM platform: Our
innovative nanosaccharide nanotechnology is used to solubilize
drugs so that they can be administered in liquid form directly and
locally into tumors. |
|
· |
MidaCoreTM platform: Our
leading-edge gold nanoparticle nanotechnology is used for targeting
sites of disease by using either chemotherapeutic agents or
immunotherapeutic agents. |
Recent
Developments
Transactions with
Bioasis Technologies Inc.
On December 13, 2022, we entered into the Arrangement
Agreement with Bioasis Technologies Inc., or Bioasis. Pursuant to
the terms and conditions of the Arrangement Agreement and a plan of
arrangement, or the Plan of Arrangement, under the Business
Corporations Act (British Columbia), on the closing date, or
the Arrangement Closing Date, (i) we will acquire all of the issued
and outstanding common shares of Bioasis, or the Bioasis Shares, in
exchange for our ordinary shares (to be issued in the form of
Depositary Shares), or the Share Exchange, and (ii) Bioasis will
become our wholly-owned subsidiary (collectively with the Share
Exchange and the transactions contemplated by the Arrangement
Agreement (other than the transactions contemplated by the
securities purchase agreement), or the Arrangement). Each
Depositary Share represents 25 ordinary shares, and no fractional
shares will be issued as part of the Share Exchange.
In accordance with the terms and conditions of the Arrangement
Agreement, pursuant to the Plan of Arrangement, the shareholders of
Bioasis will be entitled to receive, in exchange for each Bioasis
Share, 0.9556 ordinary shares (in the form of Depositary Shares),
or the Exchange Ratio, rounded down to the nearest whole Depositary
Share. It is intended that the Share Exchange will, subject to
applicable securities laws, be exempt from the registration
requirements of the Securities Act of 1933, pursuant to the
exemption provided by Section 3(a)(10) thereof, and applicable U.S.
state securities laws. The Arrangement is expected to close in
the first quarter of 2023, subject to customary closing
conditions.
In accordance with the terms and conditions of the Arrangement
Agreement, pursuant to the Plan of Arrangement, each outstanding
option to purchase Bioasis Shares, or the Bioasis Options, will be
exchanged for an option issued by us and will become an option to
purchase ordinary shares (in the form of Depositary Shares) on
equivalent terms and conditions (including applicable vesting,
expiration and forfeiture provisions) that applied to the Bioasis
Options immediately prior to the closing of the Arrangement, and
will, upon exercise, be entitled to receive, in lieu of Bioasis
Shares, the number of ordinary shares (in the form of Depositary
Shares) which such optionholder would have been entitled to receive
if the Bioasis Options had been exercised prior to the Arrangement
Closing and such shares had been exchanged in the Share Exchange at
the Exchange Ratio. The per share exercise price for each Ordinary
Share issuable upon exercise of each Bioasis Option will be equal
to the quotient determined by dividing the exercise price per
Bioasis Share at which such Bioasis Option was exercisable
immediately prior to the Arrangement Closing Date by the Exchange
Ratio, rounded up to the nearest whole cent.
Further, in accordance with the terms and conditions of the
Arrangement Agreement, pursuant to the Plan of Arrangement, each
outstanding and unexercised warrant to purchase Bioasis Shares, or
the Bioasis Warrants, will, upon exercise, be entitled to receive,
in lieu of Bioasis Shares, the number of ordinary shares (in the
form of Depositary Shares) which such warrantholder would have been
entitled to receive if the Bioasis Warrants had been exercised
prior to the Arrangement Closing Date and such shares had been
exchanged in the Share Exchange at the Exchange Ratio. The per
share exercise price for each ordinary share issuable upon exercise
of the Bioasis Warrants will be equal to the quotient determined by
dividing the exercise price per Bioasis Share at which such Bioasis
Warrant was exercisable immediately prior to the Arrangement
Closing Date by the Exchange Ratio.
The parties have also agreed that (i) upon closing, we shall be
renamed “Biodexa Therapeutics plc,” (ii) subject to receipt of the
approval of our shareholders, as soon as reasonably practicable
following the Arrangement Closing Date, use commercially reasonable
efforts to cause our ordinary shares to be de-listed on AIM, or the
AIM Delisting, and (iii) following the AIM Delisting, our Board of
Directors will consist of five directors, comprised of our Chief
Executive Officer, two individuals determined by us, who are
expected to be Stephen Parker and Simon Turton, and two individuals
determined by Bioasis, who are expected to be Deborah Rathjen and
Mario Saltarelli.
The obligations of us and Bioasis to consummate the Arrangement are
subject to certain customary closing conditions, including, but not
limited to, (i) the absence of any order, law or other legal
restraint or prohibition issued by any court of competent
jurisdiction or other governmental entity of competent jurisdiction
preventing the consummation of the Arrangement, (ii) the
approval of the Buyer Shareholder Approval Matters (as defined in
the Arrangement Agreement), (iii) the approval of the Bioasis
securityholders of the resolution approving the Arrangement, (iv)
receipt of a final British Columbia court order with respect to the
Plan of Arrangement, and (v) the offering being completed for
gross proceeds of at least $10.0 million. The obligation of
each party to consummate the Arrangement is also conditioned upon
(i) the accuracy of the representations and warranties of the
parties, subject to specified materiality standards, (ii)
performance in all material respects by each of the parties of its
respective obligations under the Arrangement Agreement, and (iii)
there being no Material Adverse Effect (as defined in the
Arrangement Agreement) on the part of each party. In addition, the
obligation of us to consummate the Arrangement is also conditioned
upon, among other things, the TSX Venture Exchange having approved
the de-listing of the Bioasis Shares, subject to completion of the
Arrangement.
The Arrangement Agreement prohibits each party from soliciting or
initiating discussions with third parties regarding other proposals
to acquire the Company or Bioasis, as the case may be, and each
party has agreed to certain restrictions on its ability to respond
to such proposals, subject to the fulfillment of certain fiduciary
requirements under applicable law. The Arrangement
Agreement contains certain termination rights and provides that
upon the termination of the Arrangement Agreement under specified
circumstances, including a termination to accept a Superior
Proposal (as defined in the Arrangement Agreement), the terminating
party will be required to pay the non-terminating party a cash
termination fee equal to $330,000. If the Arrangement Agreement is
terminated under certain circumstances, the parties may be required
to reimburse the other party for costs and expenses incurred in
connection with the transaction in an aggregate amount not to
exceed $225,000.
Tripartite Agreement
Concurrently with the execution of the Arrangement Agreement, we
entered into a Tripartite Agreement, or the Tripartite Agreement,
with Bioasis and Lind Global Macro Fund, LP, or Lind. As of the
date hereof, Bioasis has Payment Obligations (as defined in the
Tripartite Agreement) to Lind in the aggregate principal amount of
CAD$3,110,000, plus accrued and unpaid interest, which are secured
by certain assets of Bioasis and its subsidiaries. Pursuant to the
terms of the Tripartite Agreement, as payment in full for the
Payment Obligations and in return for the discharge of the security
interests, upon the closing of the Arrangement and the Private
Placement, we shall (i) pay to Lind the Cash Repayment (as defined
in the Tripartite Agreement), and (ii) with respect to the
remaining Payment Obligation, shall issue to Lind, at a deemed
price equal to the Subscription Price, Unregistered Depositary
Shares and Warrants equal to such amount.
Bridge Loan
In connection with the closing of the offering described herein,
and pursuant to the terms of the Arrangement Agreement, we expect
to use a portion of the proceeds from the registered direct
offering to loan to Bioasis approximately CAD$750,000 on the terms
and subject to the conditions set forth in a promissory note to be
issued by Bioasis for the benefit of us.
MTX110
On November 14, 2022, we
announced the enrolment of the first patient into our Phase 1 study
of MTX110 in recurrent glioblastoma at the Preston Robert Tisch
Brain Tumor Center at Duke University in Durham, North Carolina.
The Phase I study is an open-label, dose escalation study designed
to assess the feasibility and safety of intermittent infusions of
MTX110 administered by convection enhanced delivery via implanted
refillable pump and catheter. The study aims to recruit two
cohorts, each with a minimum of four patients; the first cohort
will receive MTX110 only and the second cohort will receive MTX110
in combination with lomustine.
Corporate
Information
We are a public limited
company incorporated under the laws of England and Wales under
registered number 09216368. Our principal executive offices
are located at 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ,
United Kingdom. The telephone number at our principal executive
office is +44 29 2048 0180. Our website is located at
http://www.midatechpharma.com. We do not incorporate by reference
into this prospectus supplement the information on, or accessible
through, our website, and you should not consider it as part of
this prospectus supplement. Our ordinary shares are admitted for
trading on AIM, a market operated by the London Stock Exchange plc,
or AIM, under the listing code “MTPH.” Our Depositary Shares, each
representing 25 ordinary shares, are listed on The NASDAQ Capital
Market under the symbol “MTP.”
| The Offering |
| |
| Registered Depositary
Shares offered by us |
393,973 Registered
Depositary Shares, each representing 25 ordinary shares |
| |
|
| Price per Registered Depositary
Share |
$1.00 |
| |
|
|
Depositary Shares to be outstanding immediately
after the offering
|
4,333,973 Depositary Shares |
| |
|
|
Ordinary shares to be outstanding immediately
after the offering
|
108,342,738 ordinary shares
(including those represented by Registered Depositary Shares) |
| |
|
| Private placement |
In a private placement, or Private
Placement, we are also issuing to the investor in this offering (i)
584,082 Unregistered Depositary Shares at a price of $1.00
per Unregistered Depositary Share, (ii) Series A Warrants
exercisable for an aggregate of 10,000,000 Depositary Shares, (iii)
Series B Warrants exercisable for an aggregate of 10,000,000
Depositary Shares, and (iv) 9,021,945 Pre-Funded Warrants to
purchase up to 9,021,945 Depositary Shares. The Series A Warrants
and Series B Warrants will each be exercisable for one Depositary
Share at an exercise price of $1.00 per Depositary Share subject to
adjustments for certain dilutive equity issuances, and will become
exercisable on the initial date of issuance, or the initial
exercise date. The Pre-Funded Warrants will be exercisable for one
Depositary Share at an exercise price of $0.001 per Depositary
Share and become exercisable on the initial exercise date. The
Series A Warrants will expire one year from the initial exercise
date. The Series B Warrants will expire six years from the initial
exercise date. The Pre-Funded Warrants will be exercisable at any
time after the initial exercise date until exercised in full. A
holder of the Warrants may not exercise the Warrants if the
holder, together with its affiliates, would beneficially own more
than 4.99% or 9.99% (such amount to be determined at the option of
the holder) of the number of ordinary shares outstanding
immediately after giving effect to such exercise.. The Unregistered
Depositary Shares, Warrants, the Depositary Shares issuable upon
the exercise of the Warrants, or the Warrant Shares, and the
ordinary shares underlying the Warrant Shares, are not being
registered under the Securities Act, pursuant to the registration
statement of which this prospectus supplement and the accompanying
base prospectus form a part nor are such Unregistered Depositary
Shares, Warrants, Warrant Shares and ordinary shares underlying the
Warrant Shares being offered pursuant to such prospectus supplement
and base prospectus and are being offered pursuant to an exemption
provided in Section 4(a)(2) of the Securities Act and Rule
506(b) promulgated thereunder. The Warrants are not and will not be
listed for trading on any national securities exchange. Each
investor will be an “accredited investor” (as such term is defined
in Rule 501(a) under the Securities Act) or “qualified intuitional
buyer” (as such term is defined in Rule 144A under the Securities
Act). The closing of the Private Placement is subject to a number
of closing conditions, including (i) shareholder approval to allot
the ordinary shares offered in the Private Placement, and (ii) the
substantially contemporaneous closing of the transactions set forth
in the Arrangement Agreement. |
| |
|
|
Depositary Shares
|
Each Registered Depositary Share represents 25 ordinary shares.
The depositary (through its custodian) will hold the ordinary
shares underlying your Registered Depositary Shares. You will have
rights as provided in the amended and restated deposit agreement
among us, The Bank of New York Mellon, as depositary, and all
owners and holders from time to time of Depositary Shares issued
thereunder, or the deposit agreement. You may, among other things,
cancel your Registered Depositary Shares and withdraw the
underlying ordinary shares against a fee paid to the depositary
(which may be reimbursable by the Company). In certain limited
instances described in the deposit agreement, we may amend or
terminate the deposit agreement without your consent. If you
continue to hold your Registered Depositary Shares, you agree to be
bound by the terms of the deposit agreement then in effect.
|
| |
To
better understand the terms of the Registered Depositary Shares and
the deposit agreement, including applicable fees and charges, you
should carefully read “Description of American Depositary Shares”
in the accompanying prospectus. You should also read the deposit
agreement, which is an exhibit to the registration statement that
includes this prospectus supplement. |
| |
|
|
Depositary
|
The Bank of New York Mellon
|
| |
|
|
Use of proceeds
|
We currently intend to use the net proceeds from the sale of our
securities, together with existing cash and cash equivalents, to
fund the costs and expenses of the Arrangement, including the
Bridge Note Financing, fund our development programs, including
clinical trials for our product candidates, for working capital and
for general corporate purposes. See “Use of Proceeds” for
additional information.
|
| |
|
|
Risk factors
|
Investing in our securities involves a high degree of risk. You
should read the “Risk Factors” section starting on page S-9
of this prospectus supplement and page 4 of the accompanying
prospectus, as well as those risk factors that are incorporated by
reference in this prospectus supplement, for a discussion of
factors to consider before deciding to invest in our
securities.
|
| |
|
|
AIM trading symbol for ordinary shares
|
“MTPH”
|
| |
|
|
Trading symbol on the NASDAQ Capital Market for
Depositary Shares
|
“MTP”
|
The number of our ordinary shares outstanding after this offering
is based on 98,493,413 ordinary shares outstanding as of December
13, 2022, and excludes:
|
· |
3,004,375 ordinary shares issuable
upon the exercise of stock options outstanding under our equity
incentive plans at a weighted-average exercise price of £0.240 per
share; |
|
· |
2,822 ordinary shares issuable upon
the exercise of stock options assumed in connection with the
acquisition of DARA Biosciences, Inc., or DARA, at a
weighted-average exercise price of $95.17 per share; |
|
· |
4,080 ordinary shares issuable upon
the exercise of warrants assumed in connection with the acquisition
of DARA at a weighted-average exercise price of $61.03 per
share; |
|
· |
warrants, issued in an October 2019
private placement, exercisable for 126,000 Depositary Shares
(representing 3,150,000 ordinary shares), at an exercise price of
$31.25 per Depositary Share; |
|
· |
warrants, issued in a May 2020
private placement, exercisable for 263,636 Depositary Shares
(representing 6,590,910 ordinary shares), at an exercise price of
$10.25 per Depositary Share; |
|
· |
warrants, issued to the placement
agent in connection with the May 2020 private placement,
exercisable for 5,909 Depositary Shares (representing 147,731
ordinary shares), at an exercise price of $10.3125 per Depositary
Share; |
|
· |
warrants, issued in a May 2020
placing in the United Kingdom, exercisable for 6,999,999 ordinary
shares, at an exercise price of £0.34 per share; |
|
· |
warrants, issued in August 2022,
exercisable for 333,333 ordinary shares, at an exercise price of
£0.135 per share; and |
|
· |
the ordinary shares representing
the Unregistered Depositary Shares and the ordinary shares issuable
upon the exercise of the Warrants to be issued in the private
placement and to be issued to the placement agent. See “Private
Placement and Warrants” and “Plan of Distribution.” |
Except as otherwise indicated, all information in this prospectus
supplement assumes that the Warrants offered hereby are not
exercised.
RISK FACTORS
An investment in our securities involves risks. We urge you to
consider carefully the risks described below, and in the documents
incorporated by reference in this prospectus supplement and the
accompanying prospectus, before making an investment decision,
including those risks identified under “Item 1A. Risk Factors” in
our Annual Report on Form 20-F for the year ended
December 31, 2021, which is incorporated by reference in this
prospectus supplement and which may be amended, supplemented or
superseded from time to time by other reports that we subsequently
file with the SEC. If any of these risks actually occurs, our
business, financial condition, results of operations or cash flow
could be seriously harmed. This could cause the trading price of
our common stock to decline, resulting in a loss of all or part of
your investment. Please also read carefully the section below
entitled “Cautionary Note Regarding Forward-Looking
Statements.”
Risks Related to the Offering
If you purchase Registered Depositary Shares in the offering
you will suffer immediate dilution of your investment.
Because the price per Registered Depositary Share being offered is
substantially higher than the book value per Depositary Share, you
will suffer substantial dilution in the net tangible book value of
the Registered Depositary Shares you purchase in this offering.
Based on the offering price of $1.00 per Registered Depositary
Share, if you purchase Registered Depositary Shares in this
offering, you will suffer immediate and substantial dilution of
$1.16 per Registered Depositary Share compared to the net tangible
book value of the Depositary Shares as of June 30, 2022. To the
extent that outstanding warrants, options and other securities are
exercised or converted into ordinary shares or Depositary Shares,
you will experience significant additional dilution. See “Dilution”
for a more detailed discussion of the dilution you will incur in
this offering.
Future sales of our Depositary Shares (or the underlying
ordinary shares), or the perception that such sales may occur,
could cause the market price of our Depositary Shares (and the
underlying ordinary shares) to fall.
Sales of a substantial number of our Depositary Shares (or the
underlying ordinary shares) in the public market, or the perception
that these sales could occur, following this offering could cause
the market price of our Depositary Shares (and the underlying
ordinary shares) to decline. A substantial majority of the
outstanding securities are, and the Depositary Shares sold in this
offering upon issuance will be, freely tradable without restriction
or further registration under the Securities Act.
Our management will have broad discretion over the use of the
net proceeds from this offering, you may not agree with how we use
the proceeds, and the proceeds may not be invested
successfully.
Our management will have broad discretion as to the use of the net
proceeds from any offering by us and could use them for purposes
other than those contemplated at the time of this offering.
Accordingly, you will be relying on the judgment of our management
with regard to the use of these net proceeds, and you will not have
the opportunity, as part of your investment decision, to assess
whether the proceeds are being used appropriately. It is possible
that the proceeds will be invested in a way that does not yield a
favorable, or any, return for us.
We will require additional capital funding, the receipt of
which may impair the value of our Depositary Shares.
Our future capital requirements depend on many factors, including
our research, development, sales and marketing activities. We will
need to raise additional capital through public or private equity
or debt offerings or through arrangements with strategic partners
or other sources in order to continue to develop our product
candidates. There can be no assurance that additional capital
will be available when needed or on terms satisfactory to us, if at
all. To the extent we raise additional capital by issuing
equity securities, our stockholders may experience substantial
dilution and the new equity securities may have greater rights,
preferences or privileges than our existing Depositary Shares.
We have not paid cash dividends in the past and do not expect
to pay cash dividends in the foreseeable future. Any return on
investment may be limited to the value of our Depositary
Shares.
We have never paid cash dividends on our ordinary shares (and, by
extension our Depositary Shares) and do not anticipate paying cash
dividends in the foreseeable future. The payment of dividends on
our capital stock will depend on our earnings, financial condition
and other business and economic factors affecting us at such time
as the board of directors may consider relevant. If we do not pay
dividends, our Depositary Shares may be less valuable because a
return on your investment will only occur if the Depositary Share
price appreciates.
CAPITALIZATION
The following table sets forth our capitalization as of June 30,
2022:
|
· |
on an actual basis; and |
|
· |
on a pro-forma as adjusted basis,
to give effect to the issuance and sale by us of 393,973 Depositary
Shares, representing 9,849,325 ordinary shares, in this offering at
an offering price of $1.00 per Depositary Share, and the private
placement of the Unregistered Depositary Shares and Warrants, after
deducting the placement agent fees and estimated offering expenses
payable by us. |
You should read this table in conjunction with the section of this
prospectus supplement under the caption “Use of Proceeds”, as well
as our “Management's Discussion and Analysis of Financial Condition
and Results of Operations” and our consolidated financial
statements and other financial information included or incorporated
by reference in this prospectus supplement.
| |
|
As of June 30, 2022 |
|
| |
|
Actual |
|
|
Pro forma As Adjusted |
|
| |
|
(£’s in thousands, except share and per share data) |
|
|
Cash and cash equivalents |
|
|
6,423 |
|
|
|
13,909 |
|
| Long-term debt |
|
|
(546 |
) |
|
|
(546 |
) |
| Equity: |
|
|
|
|
|
|
|
|
| Share capital |
|
|
1,098 |
|
|
|
1,122 |
|
| Share premium |
|
|
83,434 |
|
|
|
84,143 |
|
|
Merger reserve |
|
|
53,003 |
|
|
|
53,003 |
|
|
Warrant reserve |
|
|
720 |
|
|
|
720 |
|
|
Accumulated deficit |
|
|
(130,764 |
) |
|
|
(131,432 |
) |
|
Total equity |
|
|
7,491 |
|
|
|
7,556 |
|
|
Total capitalization |
|
|
8,037 |
|
|
|
8,102 |
|
The table above does not include:
|
· |
3,004,375 ordinary shares issuable
upon the exercise of stock options outstanding under our equity
incentive plans at a weighted-average exercise price of £0.240 per
share; |
|
· |
2,822 ordinary shares issuable upon
the exercise of stock options assumed in connection with the
acquisition of DARA at a weighted-average exercise price of $95.17
per share; |
|
· |
4,080 ordinary shares issuable upon
the exercise of warrants assumed in connection with the acquisition
of DARA at a weighted-average exercise price of $61.03 per
share; |
|
· |
warrants, issued in an October 2019
private placement, exercisable for 126,000 Depositary Shares
(representing 3,150,000 ordinary shares), at an exercise price of
$31.25 per Depositary Share; |
|
· |
warrants, issued in a May 2020
private placement, exercisable for 263,636 Depositary Shares
(representing 6,590,910 ordinary shares), at an exercise price of
$10.25 per Depositary Share; |
|
· |
warrants, issued to the placement
agent in connection with the May 2020 private placement,
exercisable for 5,909 Depositary Shares (representing 147,731
ordinary shares), at an exercise price of $10.3125 per Depositary
Share; |
|
· |
warrants, issued in a May 2020
placing in the United Kingdom, exercisable for 6,999,999 ordinary
shares, at an exercise price of £0.34 per share; |
|
· |
warrants, issued in August 2022,
exercisable for 333,333 ordinary shares, at an exercise price of
£0.135 per share; and |
|
· |
the ordinary shares representing
the Unregistered Depositary Shares and the ordinary shares issuable
upon the exercise of the Warrants to be issued in the private
placement and to be issued to the placement agent. See “Private
Placement and Warrants” and “Plan of Distribution.” |
USE OF PROCEEDS
We expect that our net proceeds from the offering, including the
securities sold in the Private Placement, will be approximately
$8.9 million, after deducting the placement agent fees and
estimated offering expenses payable by us and excluding any
proceeds we may receive upon the exercise of the Warrants being
offered in the private placement.
We anticipate that we will use the net proceeds of the offering,
including the Private Placement, to fund the costs and expenses of
the Arrangement, including the Bridge Note Financing, our
development programs, including clinical trials for our product
candidates, for working capital and for general corporate
purposes.
Although it is difficult to predict future liquidity requirements,
we believe that the net proceeds from the offering, including the
Private Placement, and our existing cash and cash equivalents,
together with interest thereon, will be sufficient to fund our
operations for at least the next 12 months.
The expected use of the net proceeds from the offering represents
our intentions based upon our current plans and business
conditions, which could change in the future as our plans and
business conditions evolve. The amounts and timing of our actual
expenditures depend on numerous factors, including the completion
of the Arrangement, the ongoing status of and results from our
clinical trials and other studies, the progress of our preclinical
development efforts and any unforeseen cash needs. As a result, our
management will have broad discretion in applying the net proceeds
of the offerings.
Pending their use, we plan to
invest the net proceeds of this offering in short-term,
interest-bearing investments.
DILUTION
Our net tangible book value as of June 30, 2022 was approximately
$9.10 million, or $2.31 per Depositary Share. Net tangible
book value per Depositary Share is determined by dividing our total
tangible assets, less total liabilities, by the number of our
ordinary shares outstanding as of June 30, 2022, and multiplying
such amount by 25 (one Depositary Share represents 25 ordinary
shares). Dilution in net tangible book value per Depositary Share
represents the difference between the amount per Registered
Depositary Share paid by the purchaser of Registered Depositary
Shares in this offering and the net tangible book value per share
of our Depositary Shares immediately after this offering.
After giving effect to the sale of 393,973 Registered Depositary
Shares in this offering at an offering price of $1.00 per
Registered Depositary Share, after deducting the placement agent
fees and estimated offering expenses payable by us, our as adjusted
net tangible book value as of June 30, 2022 would have been
approximately $9.37 million, or $2.16 per Depositary Share. This
represents an immediate decrease in net tangible book value of
$(0.15) per Depositary Share to existing shareholders and immediate
dilution in net tangible book value of $1.16 per Registered
Depositary Share to the investor purchasing our Registered
Depositary Shares in this offering. The following table illustrates
this dilution on a per Depositary Share basis:
| |
|
As at June 30, 2022 |
|
| |
|
Per American Depositary Shares |
|
| Offering price per
Registered Depositary Share |
|
$ |
1.00 |
|
| Historical net tangible book value as of June 30, 2022 |
|
|
2.31 |
|
| Decrease in net tangible book value
attributable to the investor in this offering |
|
|
(0.15 |
) |
| As adjusted net
tangible book value immediately after this offering |
|
|
2.16 |
|
| Dilution per
Registered Depositary Share to the investor in this offering |
|
|
1.16 |
|
The above discussion and tables are based on 98,493,413 ordinary
shares outstanding as of June 30, 2022 and excludes:
|
· |
3,004,375 ordinary shares issuable
upon the exercise of stock options outstanding under our equity
incentive plans at a weighted-average exercise price of £0.240 per
share; |
|
· |
2,822 ordinary shares issuable upon
the exercise of stock options assumed in connection with the
acquisition of DARA at a weighted-average exercise price of $95.17
per share; |
|
· |
4,080 ordinary shares issuable upon
the exercise of warrants assumed in connection with the acquisition
of DARA at a weighted-average exercise price of $61.03 per
share; |
|
· |
warrants, issued in an October 2019
private placement, exercisable for 126,000 Depositary Shares
(representing 3,150,000 ordinary shares), at an exercise price of
$31.25 per Depositary Share; |
|
· |
warrants, issued in a May 2020
private placement, exercisable for 263,636 Depositary Shares
(representing 6,590,910 ordinary shares), at an exercise price of
$10.25 per Depositary Share; |
|
· |
warrants, issued to the placement
agent in connection with the May 2020 private placement,
exercisable for 5,909 Depositary Shares (representing 147,731
ordinary shares), at an exercise price of $10.3125 per Depositary
Share; |
|
· |
warrants, issued in a May 2020
placing in the United Kingdom, exercisable for 6,999,999 ordinary
shares, at an exercise price of £0.34 per share; |
|
· |
warrants, issued in August 2022,
exercisable for 333,333 ordinary shares, at an exercise price of
£0.135 per share; and |
|
· |
the ordinary shares representing
the Unregistered Depositary Shares and the ordinary shares issuable
upon the exercise of the Warrants to be issued in the private
placement and to be issued to the placement agent. See “Private
Placement and Warrants” and “Plan of Distribution.” |
To the extent that outstanding options or other securities are
exercised or converted into ordinary shares or Depositary Shares,
the investor purchasing our Registered Depositary Shares in this
offering will experience significant further dilution. In addition,
we may choose to raise additional capital due to market conditions
or strategic considerations even if we believe we have sufficient
funds for our current or future operating plans. To the extent that
additional capital is raised through the sale of equity or
convertible debt securities, the issuance of these securities could
result in further dilution to our shareholders.
PRIVATE PLACEMENT TRANSACTION
AND WARRANTS
In a Private Placement, we will also issue to the investor in this
offering (i) 584,082 Unregistered Depositary Shares at a price of
$1.00 per Unregistered Depositary Share, (ii) Series A Warrants
exercisable for an aggregate of 10,000,000 Depositary Shares, (iii)
Series B Warrants exercisable for an aggregate of 10,000,000
Depositary Shares, and (iv) 9,021,945 Pre-Funded Warrants to
purchase up to 9,021,945 Depositary Shares. The Series A Warrants
and Series B Warrants will each be exercisable at an exercise price
of $1.00 per Depositary Share, subject to adjustments for certain
dilutive equity issuances, and will become exercisable on the
initial date of issuance, or the initial exercise date. The
Pre-Funded Warrants will be exercisable at an exercise price of
$0.001 per Depositary Share, and become exercisable on the initial
exercise date. The Series A Warrants will expire one year from the
initial exercise date. The Series B Warrants will expire six years
from the initial exercise date. The Pre-Funded Warrants will be
exercisable at any time after the initial exercise date until
exercised in full. A holder of the Warrants may not exercise
the Warrants if the holder, together with its affiliates, would
beneficially own more than 4.99% or 9.99% (such amount to be
determined at the option of the holder) of the number of ordinary
shares outstanding immediately after giving effect to such
exercise.
The exercise price and number of shares of Depositary Shares
issuable upon the exercise of the Warrants will be subject to
adjustment in the event of any stock dividend and split, reverse
stock split, recapitalization, reorganization or similar
transaction, as described in the Warrants.
The Unregistered Depositary Shares, Warrants, the Warrant Shares
and the ordinary shares underlying the Warrant Shares are not being
registered under the Securities Act pursuant to the registration
statement of which this prospectus supplement and the accompanying
base prospectus form a part and are not being offered pursuant to
this prospectus supplement and the accompanying base prospectus.
The Unregistered Depositary Shares, Warrants, the Warrant Shares
and the ordinary shares underlying the Warrant Shares are being
offered pursuant to the exemption provided in Section 4(a)(2)
of the Securities Act and Rule 506(b) promulgated thereunder.
In connection with the offering, we entered into a registration
rights agreement with the investor, dated December 13, 2022, or the
Registration Rights Agreement. The Registration Rights Agreement
provides that we shall file a registration statement covering the
resale of all of the Unregistered Depositary Shares, Warrants, the
Warrant Shares and the ordinary shares underlying the Warrant
Shares with the SEC no later than the 30th calendar day following
the date of the closing of the Private Placement, and have the
registration statement declared effective by the SEC as promptly as
possible after the filing thereof, but in any event no later than
the 60th calendar day following the closing of the Private
Placement, or in the event of a “full review” by the SEC, the 90th
day following the date of the closing of the Private Placement.
Six months after the issuance date of the Series A Warrants and
Series B Warrants, if and only if there is no effective
registration statement registering the applicable Depositary
Shares, or no current prospectus available for such shares, the
resale of the Depositary Shares issuable upon exercise of the
Series A Warrants and Series B Warrants, the purchaser may exercise
the Series A Warrants and Series B Warrants by means of a “cashless
exercise.” The purchaser may exercise the Pre-Funded Warrants by
means of a “cashless exercise.”
The investor is required to be an “accredited investor” (as such
term is defined in Rule 501(a) under the Securities Act) or a
“qualified institutional buyer” (as such term is defined in Rule
144A under the Securities Act).
The closing of the Private Placement is subject to a number of
closing conditions, including (i) shareholder approval to allot the
ordinary shares offered in the Private Placement, and (ii) the
substantially contemporaneous closing of the Arrangement.
There is no established public trading market for the Warrants, and
we do not expect a market to develop. We do not intend to list the
Warrants on the NASDAQ Capital Market, any other national
securities exchange or any other nationally recognized trading
system. Without an active trading market, the liquidity of the
Warrants will be limited.
TAXATION
A summary of the material United Kingdom tax considerations and
material United States federal income tax consequences relating to
the purchase, ownership and disposition of the Registered
Depositary Shares offered by this prospectus supplement is
contained in our most recent Annual Report on
Form 20-F and in the other filings we make with the SEC,
from time to time, which are incorporated by reference into this
prospectus supplement.
PLAN OF DISTRIBUTION
Pursuant to a placement agency agreement dated as of December 13,
2022, we have engaged Ladenburg Thalmann & Co. Inc., or the
placement agent, to act as our exclusive placement agent in
connection with this offering. Under the terms of the placement
agency agreement, the placement agent has agreed to be act on a
reasonable best efforts basis, in connection with the issuance and
sale by us of our Depositary Shares in this takedown from our shelf
registration statement. The terms of this offering were subject to
market conditions and negotiations between us, the placement agent
and prospective investors. The placement agency agreement does not
give rise to any commitment by the placement agent to purchase any
of our Registered Depositary Shares, and the placement agent will
have no authority to bind us by virtue of the engagement agreement.
Further, the placement agent does not guarantee that it will be
able to raise a specific amount of capital in this offering. The
placement agent may engage sub-agents or selected dealers
to assist with the offering.
The placement agent proposes to arrange for the sale of the
Registered Depositary Shares we are offering pursuant to this
prospectus supplement and accompanying prospectus to the investor
through a securities purchase agreement directly between the
investor and us.
We expect to deliver the Registered Depositary Shares being offered
pursuant to this prospectus supplement on or about December 15,
2022, subject to satisfaction of certain closing conditions.
We have agreed to pay the placement agent a total cash fee equal to
8% of the aggregate gross proceeds of this offering. We will also
pay the placement agent a management fee equal to 1% of the gross
proceeds raised in the offering and an expense allowance of up to
an aggregate of $85,000 for legal fees and other out-of-pocket
expenses. We estimate the total expenses payable by us for this
offering will be approximately $1.1 million, including
approximately $200,000 for the offering of the Registered
Depositary Shares, and which amount also includes the placement
agent’s fees and reimbursable expenses. In addition, we have agreed
to issue to the placement agent warrants to purchase up to 4.0% of
the aggregate number of Depositary Shares (or Depositary Share
equivalents) sold in the offering. The placement agent warrant has
substantially the same terms as the Series A Warrants and Series B
Warrants issued to the investor in this offering, except that the
exercise price of the placement agent warrant will be $1.25 and the
placement agent warrant terminates on December 15, 2025, and except
as required by FINRA. Pursuant to FINRA Rule 5110(g), the placement
agent warrant and any shares issued upon exercise of the placement
agent warrant shall not be sold, transferred, assigned, pledged, or
hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the
effective economic disposition of the securities by any person for
a period of 180 days immediately following the date of
effectiveness or commencement of sales of this offering, except the
transfer of any security: (i) by operation of law or by reason of
our reorganization; (ii) to any FINRA member firm participating in
the offering and the officers or partners thereof, if all
securities so transferred remain subject to the lock-up restriction
set forth above for the remainder of the time period; (iii) if the
aggregate amount of our securities held by the placement agent or
related persons do not exceed 1% of the securities being offered;
(iv) that is beneficially owned on a pro-rata basis by all equity
owners of an investment fund, provided that no participating member
manages or otherwise directs investments by the fund and the
participating members in the aggregate do not own more than 10% of
the equity in the fund; or (v) the exercise or conversion of any
security, if all securities remain subject to the lock-up
restriction set forth above for the remainder of the time
period.
We also have granted the placement agent a tail fee equal to the
cash fee and warrant compensation set forth above in connection
with any public or private offering or capital raising transaction
within twelve (12) months following the termination of the
engagement letter in which the capital or financing is provided by
the investor which the placement agent contacted or introduced to
us during the term of the engagement letter.
In addition, we have granted a right of first refusal to the
placement agent pursuant to which it has the right to act as the
sole bookrunner or exclusive placement agent or exclusive sales
agent, as applicable, if we or our subsidiaries raise capital
through a public or private offering of equity or debt securities
at any time prior to the twelve (12) month anniversary of the
closing date of the Private Placement.
We have agreed to indemnify the placement agent and specified other
persons against certain liabilities relating to or arising out of
the placement agent’s activities under the engagement letter
agreement, including liabilities under the Securities Act, and to
contribute to payments that the placement agent may be required to
make in respect of such liabilities.
We and certain officers, directors and others have agreed with the
placement agent to be subject to a lock-up period of 90 days
following the date the resale registration statement, to be filed
in connection with the Private Placement, is declared effective by
the SEC, subject to certain exceptions. This means that, during the
applicable lock-up period, we and such persons may not offer for
sale, contract to sell, sell, distribute, grant any option, right
or warrant to purchase, pledge, hypothecate or otherwise dispose
of, directly or indirectly, any of our depositary shares or any
securities convertible into, or exercisable or exchangeable for,
Depositary Shares, subject to customary exceptions. In addition, we
have agreed to not issue any securities that are subject to a price
reset based on the trading prices of our ordinary shares or upon a
specified or contingent event in the future or enter into any
agreement to issue securities at a future determined price for a
period of one year following the closing date of the Private
Placement, subject to an exception.
The placement agent may be deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act, and any
commissions received by it and any profit realized on the resale of
the securities sold by it while acting as principal might be deemed
to be underwriting discounts or commissions under the Securities
Act. As an underwriter, the placement agent would be required to
comply with the requirements of the Securities Act and the Exchange
Act, including, without limitation, Rule 415(a)(4) under the
Securities Act and Rule 10b-5 and Regulation M
under the Exchange Act. These rules and regulations may limit the
timing of purchases and sales of Depositary Shares and warrants by
the placement agent acting as principal. Under these rules and
regulations, the placement agent:
|
· |
may not engage in any stabilization
activity in connection with our securities; and |
|
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may not bid for or purchase any of
our securities or attempt to induce any person to purchase any of
our securities, other than as permitted under the Exchange Act,
until it has completed its participation in the distribution. |
From time to time, the placement agent may provide in the future
various advisory, investment and commercial banking and other
services to us in the ordinary course of business, for which they
have received and may continue to receive customary fees and
commissions. However, except as disclosed in this prospectus, we
have no present arrangements with the placement agent for any
further services. The placement agent has received compensation in
connection with advisory services provided to Bioasis Technologies
Inc. in connection with the Arrangement Agreement.
Our Depositary Shares are listed on the NASDAQ Capital Market under
the symbol “MTPH.” The closing price of our Depositary Shares on
December 12, 2022, as reported by the NASDAQ Stock Market LLC, was
$1.68 per share.
LEGAL MATTERS
Certain legal matters in connection with the securities offered
hereby will passed upon for us by Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., Boston, Massachusetts and Brown Rudnick
LLP, London, United Kingdom. Ellenoff Grossman & Schole
LLP, New York, New York, is counsel to the placement agent in
connection with this offering.
EXPERTS
The financial statements as of December 31, 2021, and for the each
of the two years in the period then ended, incorporated by
reference into this prospectus supplement and in the Registration
Statement have been so incorporated in reliance on a report of
Mazars LLP, an independent registered accounting firm, given on
authority of said firm as experts in auditing and accounting. The
report on the financial statements for the year ended December 31,
2021 contains an explanatory paragraph regarding our ability to
continue as a going concern.
Mazars LLP, London, United Kingdom, is a member of the Institute of
Chartered Accountants in England and Wales.
The financial statements as of December 31, 2019 and for the year
then ended, incorporated by reference in this prospectus supplement
and in the Registration Statement have been so incorporated in
reliance on the report of BDO LLP, an independent registered public
accounting firm, incorporated herein by reference, given on the
authority of said firm as experts in auditing and accounting. The
report on the financial statements for the year ended December 31,
2019 contains an explanatory paragraph regarding the Company’s
ability to continue as a going concern.
BDO LLP, Reading, United Kingdom, is a member of the Institute of
Chartered Accountants in England and Wales.
SERVICE OF PROCESS AND
ENFORCEMENT OF JUDGMENTS
We are incorporated under the laws of England and Wales. All of our
directors and officers are residents of jurisdictions outside the
United States. Our corporate headquarters is located in the United
Kingdom and all or a substantial portion of our assets, and all or
a substantial portion of the assets of our directors and officers,
are located outside of the United States. As a result, it may be
difficult for you to serve legal process on us or our directors or
have any of them appear in a U.S. court.
We have appointed Puglisi & Associates as our authorized agent
upon whom process may be served in any action instituted in any
U.S. federal or state court having subject matter jurisdiction
arising out of or based upon the securities offered by this
prospectus.
We understand that in England it may not be possible to bring
proceedings or enforce a judgment of a U.S. court in respect of
civil liabilities based solely on the federal securities laws of
the United States. In addition, awards of punitive damages in
actions brought in the United States or elsewhere may be
unenforceable in England. An award of damages is usually considered
to be punitive if it does not seek to compensate the claimant for
loss or damage suffered and is instead intended to punish the
defendant. In addition to public policy aspects of enforcement,
such as the aforementioned, the enforceability of any judgment in
England will depend on the particular facts of the case and the
relevant circumstances, for example (and expressly without
limitation), whether there are any relevant insolvency proceedings
which may affect the ability to enforce a judgment. In addition,
the United States and the United Kingdom have not currently entered
into a treaty (or convention) providing for the reciprocal
recognition and enforcement of judgments (although both are
contracting states to the New York Convention on the Recognition
and Enforcement of Foreign Arbitral
PROSPECTUS
$25,000,000
MIDATECH PHARMA PLC
Ordinary Shares
American Depositary Shares representing Ordinary Shares
Warrants
Units
This prospectus will allow us to issue, from time to time at prices
and on terms to be determined at or prior to the time of the
offering, up to $25,000,000 of any combination of the securities
described in this prospectus, either individually or in units. We
may also offer American Depositary Shares, or ADSs, representing
ordinary shares upon the exercise of warrants.
This prospectus describes the general terms of these securities and
the general manner in which these securities will be offered. We
will provide you with the specific terms of any offering in one or
more supplements to this prospectus. The prospectus supplements
will also describe the specific manner in which these securities
will be offered and may also supplement, update or amend
information contained in this document. You should read this
prospectus and any prospectus supplement, as well as any documents
incorporated by reference into this prospectus or any prospectus
supplement, carefully before you invest.
Our securities may be sold directly by us to you, through agents
designated from time to time or to or through underwriters or
dealers. For additional information on the methods of sale, you
should refer to the section titled “Plan of Distribution” in this
prospectus and in the applicable prospectus supplement. If any
underwriters or agents are involved in the sale of our securities
with respect to which this prospectus is being delivered, the names
of such underwriters or agents and any applicable fees, commissions
or discounts and over-allotment options will be set forth in a
prospectus supplement. The price to the public of such securities
and the net proceeds that we expect to receive from such sale will
also be set forth in a prospectus supplement.
Our ADSs, each representing 25 ordinary shares, are listed on The
Nasdaq Capital Market under the symbol “MTP.” The last reported
closing price of ADSs on The Nasdaq Capital Market on October 17,
2022 was $1.9405.
Our ordinary shares are admitted for trading on AIM, a market
operated by the London Stock Exchange plc, or AIM, under the
listing code “MTPH.” The last reported closing price of our
ordinary shares on AIM on October 17, 2022 was £0.0725.
The applicable prospectus supplement will contain information,
where applicable, as to any other listing, if any, on The Nasdaq
Capital Market, AIM or any securities market or other securities
exchange of the securities covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain
current information as to the market prices of our securities,
where applicable.
As
of October 14, 2022, the aggregate market value of our outstanding
ordinary shares held by non-affiliates, or public float, was
approximately $13,547,724, based on 98,493,413 of our ordinary
shares outstanding, of which approximately 87,972,237 shares are
held by non-affiliates, and a per share price of approximately
$0.154, which represents one-twenty fifth of $3.85, which was the
price of our ADSs on September 12, 2022, and which was the highest
reported closing sale price of our ADSs on The Nasdaq Capital
Market, the principal market for our common equity, in the 60 days
prior to October 14, 2022. We have not offered any securities
pursuant to General Instruction I.B.5 of Form F-3 during the prior
12 calendar month period that ends on and includes the date of this
prospectus. Pursuant to General Instruction I.B.5. of Form F-3, in
no event will we sell securities registered on this registration
statement in a public primary offering with a value exceeding more
than one-third of our public float in any 12-month period so long
as our public float remains below $75 million.
Investing in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should
consider carefully the risks that we have described on page 4 of
this prospectus under the caption “Risk Factors.” We may also
include specific risk factors in supplements to this prospectus
under the caption “Risk Factors.” This prospectus may not be used
to sell our securities unless accompanied by a prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is October 26, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. Under this shelf registration
process, we may offer ADSs representing our ordinary shares,
various series of warrants, and units, in one or more offerings,
with a total value of up to $25,000,000. This prospectus provides
you with a general description of the securities we may offer. Each
time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will contain specific
information about the terms of that offering.
This prospectus does not contain all of the information included in
the registration statement. For a more complete understanding of
the offering of the securities, you should refer to the
registration statement, including its exhibits. The prospectus
supplement may also add, update or change information contained or
incorporated by reference in this prospectus. However, no
prospectus supplement will offer a security that is not registered
and described in this prospectus at the time of its effectiveness.
This prospectus, together with the applicable prospectus
supplements and the documents incorporated by reference into this
prospectus, includes all material information relating to the
offering of securities under this prospectus. You should carefully
read this prospectus, the applicable prospectus supplement, the
information and documents incorporated herein by reference and the
additional information under the headings “Where You Can Find More
Information” and “Incorporation of Documents by Reference” before
making an investment decision.
You should rely only on the information we have provided or
incorporated by reference in this prospectus or any prospectus
supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by
reference in this prospectus. No dealer, salesperson or other
person is authorized to give any information or to represent
anything not contained or incorporated by reference in this
prospectus. You must not rely on any unauthorized information or
representation. This prospectus is an offer to sell only the
securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. You should assume that
the information in this prospectus or any prospectus supplement is
accurate only as of the date on the front of the document and that
any information we have incorporated herein by reference is
accurate only as of the date of the document incorporated by
reference, regardless of the time of delivery of this prospectus or
any sale of a security.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus were
made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing
the current state of our affairs.
This prospectus may not be used to consummate sales of our
securities unless it is accompanied by a prospectus supplement. To
the extent there are inconsistencies between any prospectus
supplement, this prospectus and any documents incorporated by
reference, the document with the most recent date will control.
Unless the context specifically indicates otherwise, references in
this prospectus to “Midatech Pharma PLC,” “Midatech,” “the
Company,” “we,” “our,” “ours,” “us,” “the Group,” or similar terms
refer to Midatech Pharma PLC and its subsidiaries. In this
prospectus, we sometimes refer to the Company’s ordinary shares,
nominal value 0.1p per share, or the ordinary shares, the American
Depositary Shares representing the ordinary shares, or the ADSs,
warrants to acquire ordinary shares, or any units thereof.
PRESENTATION OF FINANCIAL
INFORMATION AND OTHER DATA
We report under International Financial Reporting Standards as
issued by the International Accounting Standards Board, or IFRS.
None of the financial statements presented or incorporated by
reference in this prospectus were prepared in accordance with
generally accepted accounting principles in the United States. We
present our financial statements in British pounds sterling and in
accordance with IFRS. All references in this prospectus to “$” and
“U.S. dollars” mean U.S. dollars and all references to “£”, “p” and
“GBP” mean British pounds sterling (or a unit thereof), unless
otherwise noted.
On September 26, 2022, we effected a change in the number of our
ordinary shares represented by our ADSs, issued by The Bank of New
York Mellon as depositary, from five of our ordinary shares per ADS
to 25 ordinary shares per ADS. The change in ratio had the same
effect as a one-for-5 reverse stock split of the ADSs, reducing the
number of outstanding ADSs, as of the close of business on
September 26, 2022, to approximately 3,940,000. Our ordinary
shares, which were not affected by the change, continue to trade on
AIM. The change in the number of ADSs resulting from the change in
ratio has been applied retroactively to all share and per share
amounts presented in this prospectus; provided, however, that such
changes have not been made to the financial statements and
accompanying notes incorporated herein by reference.
PROSPECTUS SUMMARY
The following is a summary of what we believe to be the most
important aspects of our business and the offering of our
securities under this prospectus. We urge you to read this entire
prospectus, including the more detailed consolidated financial
statements, notes to the consolidated financial statements and
other information incorporated by reference from our other filings
with the SEC or included in any applicable prospectus supplement.
Investing in our securities involves risks. Therefore, carefully
consider the risk factors set forth in any prospectus supplements
and in our most recent filings with the SEC including our Annual
Reports on Form 20-F and reports on Form 6-K, as well as other
information in this prospectus and any prospectus supplements and
the documents incorporated by reference herein or therein, before
purchasing our securities. Each of the risk factors could adversely
affect our business, operating results and financial condition, as
well as adversely affect the value of an investment in our
securities.
About Midatech Pharma PLC
We are focused on the research and development of medicines which
we believe would benefit from improved bio-delivery and/or
bio-distribution using our using our proprietary platform drug
delivery technologies:
|
· |
Our Q-SpheraTM platform: Our
disruptive polymer microsphere microtechnology is used for
sustained delivery to prolong and control the release of
therapeutics over an extended period of time, from weeks to
months. |
|
· |
Our MidaSolveTM platform: Our
innovative oligosaccharide nanotechnology is used to solubilize
drugs so that they can be administered in liquid form directly and
locally into tumors. |
|
· |
MidaCoreTM platform: Our
leading-edge gold nanoparticle, or GNP, nanotechnology is used for
targeting sites of disease by using either chemotherapeutic agents
or immunotherapeutic agents. |
Additional Information
For additional information related to our business and operations,
please refer to the reports incorporated herein by reference,
including the Annual Report on Form 20-F of Midatech Pharma PLC for
the year ended December 31, 2021 and the Reports on Form 6-K
furnished with the SEC, as described under the caption
“Incorporation of Documents by Reference” on page 36 of this
prospectus.
Our Corporate Information
We are a public limited company incorporated under the laws of
England and Wales under registered number 09216368. Our principal
executive offices are located at 1 Caspian Point, Caspian Way,
Cardiff, CF10 4DQ, United Kingdom. The telephone number at our
principal executive office is +44 29 2048 0180. Our service agent
in the United States is located at Puglisi and Associates, 850
Library Avenue Newark, Delaware 19711. Our ordinary shares are
admitted for trading on AIM under the listing code “MTPH.” Our
ADSs, each representing 25 ordinary shares, are listed on The
Nasdaq Capital Market under the symbol “MTP.” Our website is
located at http://midatechpharma.com. We do not incorporate by
reference into this prospectus the information on, or accessible
through, our website, and you should not consider it as part of
this prospectus.
Offerings Under This Prospectus
Under this prospectus, we may offer ordinary shares, ADSs
representing our ordinary shares, and/or various series of warrants
to purchase any of such securities, either individually or in
units, with a total value of up to $25,000,000, from time to time
at prices and on terms to be determined by market conditions at the
time of the offering. This prospectus provides you with a general
description of the securities we may offer. Each time we offer a
type or series of securities under this prospectus, we will provide
a prospectus supplement that will describe the specific amounts,
prices and other important terms of the securities, including, to
the extent applicable:
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designation or
classification; |
|
· |
aggregate principal amount or
aggregate offering price; |
|
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maturity, if applicable; |
|
· |
rates and times of payment of
interest or dividends, if any; |
|
· |
redemption, conversion or sinking
fund terms, if any; |
|
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voting or other rights, if any;
and |
|
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conversion or exercise prices, if
any. |
|
· |
aggregate principal amount or
aggregate offering price; |
|
· |
maturity, if applicable; |
|
· |
rates and times of payment of
interest or dividends, if any; |
|
· |
redemption, conversion or sinking
fund terms, if any; |
|
· |
voting or other rights, if any;
and |
|
· |
conversion or exercise prices, if
any. |
The prospectus supplement also may add, update or change
information contained in this prospectus or in documents we have
incorporated by reference into this prospectus. However, no
prospectus supplement will fundamentally change the terms that are
set forth in this prospectus or offer a security that is not
registered and described in this prospectus at the time of its
effectiveness.
We may sell the securities directly to investors or to or through
agents, underwriters or dealers. We, and our agents or
underwriters, reserve the right to accept or reject all or part of
any proposed purchase of securities. If we offer securities through
agents or underwriters, we will include in the applicable
prospectus supplement:
|
· |
the names of those agents or
underwriters; |
|
· |
applicable fees, discounts and
commissions to be paid to them; |
|
· |
details regarding over-allotment
options, if any; and |
|
· |
the net proceeds to us. |
This prospectus may not be used to consummate a sale of any
securities unless it is accompanied by a prospectus
supplement.
RISK FACTORS
Investing in our securities involves significant risk. The
prospectus supplement applicable to each offering of our securities
will contain a discussion of the risks applicable to an investment
in the company. Prior to making a decision about investing in our
securities, you should carefully consider the specific factors
discussed under the heading “Risk Factors” in the applicable
prospectus supplement, together with all of the other information
contained or incorporated by reference in the prospectus supplement
or appearing or incorporated by reference in this prospectus. You
should also consider the risks, uncertainties and assumptions
discussed under the heading “Risk Factors” included in our most
recent Annual Report on Form 20-F and any subsequent Annual Reports
on Form 20-F we file after the date of this prospectus, and all
other information contained in or incorporated by reference into
this prospectus or the registration statement of which this
prospectus forms a part, as updated by our subsequent filings under
the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and the risk factors and other information contained in any
applicable prospectus supplement before acquiring any of our
securities. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also affect our
operations. The occurrence of any of these risks might cause you to
lose all or part of your investment in the offered securities.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus include forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act that relate to future events or our future financial
performance and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of
activity, performance or achievements to differ materially from any
future results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements. Words
such as, but not limited to, “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “targets,” “likely,” “will,” “would,” “could,” “should,”
“continue,” and similar expressions or phrases, or the negative of
those expressions or phrases, are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Although we believe
that we have a reasonable basis for each forward-looking statement
contained in this prospectus and incorporated by reference in this
prospectus, we caution you that these statements are based on our
projections of the future that are subject to known and unknown
risks and uncertainties and other factors that may cause our actual
results, level of activity, performance or achievements expressed
or implied by these forward-looking statements, to differ. The
sections in our periodic reports, including our Annual Report on
Form 20-F for the fiscal year ended December 31, 2021, titled
“Business Overview,” “Risk Factors,” and “Operating and Financial
Review and Prospects,” as well as other sections in this prospectus
and the documents or reports incorporated by reference in this
prospectus, discuss some of the factors that could contribute to
these differences. These forward-looking statements include, among
other things, statements about:
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our requirement for additional financing and our ability to
continue as a going concern; |
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our estimates regarding losses, expenses, future revenues, and
capital requirements; |
|
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our ability to successfully develop, test, and partner with a
licensee to manufacture or commercialize products for conditions
using our technology platforms; |
|
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the successful commercialization and manufacturing of any
future product candidate we may commercialize or license; |
|
· |
the success and timing of preclinical studies and clinical
trials, if any; |
|
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shifts in our business and commercial strategy; |
|
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the filing and timing of regulatory filings, including
investigational new drug applications, with respect to any of our
products and the receipt of any regulatory approvals; |
|
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the anticipated medical benefits of our products; |
|
· |
the difficulties in obtaining and maintaining regulatory
approval of our product candidates, and the labeling under any
approval we may obtain; |
|
· |
the success and timing of the potential commercial development
of our product candidates and any product candidates we may acquire
in the future, including MTX110; |
|
· |
our plans and ability to develop and commercialize our product
candidates and any product candidates we may acquire in the
future; |
|
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the ability to manufacture products in third-party
facilities; |
|
· |
the rate and degree of market acceptance of any of our product
candidates; |
|
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the successful development of our commercialization
capabilities, including our internal sales and marketing
capabilities; |
|
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obtaining and maintaining intellectual property protection for
our product candidates and our proprietary technology; |
|
· |
the success of competing therapies and products that are or
become available; |
|
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the success of any future strategic acquisitions; |
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cybersecurity and other cyber incidents; |
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the impact of government laws and regulations; |
|
· |
regulatory, economic and political developments in the United
Kingdom, the European Union, the United States and other foreign
countries, including any impact from the United Kingdom leaving the
European Union; |
|
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the difficulties doing business internationally, including any
risks related to the novel strain of coronavirus, COVID-19; |
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the ownership of our ordinary shares and ADSs; |
|
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our ability to meet the listing criteria required to remain
listed on The Nasdaq Capital Market; |
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our status as a foreign private issuer; |
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our ability to recruit or retain key scientific or management
personnel or to retain our senior management; |
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the impact and costs and expenses of any litigation we may be
subject to now or in the future; and |
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the performance of third parties, including joint venture
partners, our collaborators, third-party suppliers and parties to
our licensing agreements. |
We may not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual
results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking
statements we make. We have included important cautionary
statements in this prospectus or in the documents incorporated by
reference in this prospectus, particularly in the “Risk Factors”
section, that we believe could cause actual results or events to
differ materially from the forward-looking statements that we make.
For a summary of such factors, please refer to the section titled
“Risk Factors” in this prospectus, as updated and supplemented by
the discussion of risks and uncertainties under “Risk Factors”
contained in any supplements to this prospectus and in our most
recent Annual Report on Form 20-F, as revised or supplemented by
our subsequent periodic reports filed under the Exchange Act, as
well as any amendments thereto, as filed with the SEC and which are
incorporated herein by reference. The information contained in this
document is believed to be current as of the date of this document.
We do not intend to update any of the forward-looking statements
after the date of this document to conform these statements to
actual results or to changes in our expectations, except as
required by law.
In light of these assumptions, risks and uncertainties, the results
and events discussed in the forward-looking statements contained in
this prospectus or in any document incorporated herein by reference
might not occur. Investors are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of
the date of this prospectus or the date of the document
incorporated by reference in this prospectus. We are not under any
obligation, and we expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise. All subsequent
forward-looking statements attributable to us or to any person
acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this
section.
CAPITALIZATION
Our capitalization will be set forth in a prospectus supplement to
this prospectus or in a report on Form 6-K subsequently furnished
to the SEC and specifically incorporated herein by reference.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement,
we intend to use any net proceeds from the sale of securities under
this prospectus for general corporate purposes, including
development of our clinical and preclinical programs, other
research and development costs, acquisitions of development or
commercial assets, working capital and capital expenditures. We
have not determined the amounts we plan to spend on any of the
areas listed above or the timing of these expenditures. As a
result, our management will have broad discretion to allocate the
net proceeds, if any, we receive in connection with securities
offered pursuant to this prospectus for any purpose. Pending
application of the net proceeds as described above, we may
initially invest the net proceeds in short-term, investment-grade
and interest-bearing securities.
PLAN OF
DISTRIBUTION
We may offer securities under this prospectus from time to time
pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods. We may sell the
securities (1) through underwriters or dealers, (2) through agents
or (3) directly to one or more purchasers, or through a combination
of such methods. We may distribute the securities from time to time
in one or more transactions at:
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a fixed price or prices, which may be changed from time to
time; |
|
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market prices prevailing at the time of sale; |
|
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prices related to the prevailing market prices; or |
We may directly solicit offers to purchase the securities being
offered by this prospectus. We may also designate agents to solicit
offers to purchase the securities from time to time, and may enter
into arrangements for “at-the-market,” equity line or similar
transactions. We will name in a prospectus supplement any
underwriter or agent involved in the offer or sale of the
securities.
If we utilize a dealer in the sale of the securities being offered
by this prospectus, we will sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public
at varying prices to be determined by the dealer at the time of
resale.
If we utilize an underwriter in the sale of the securities being
offered by this prospectus, we will execute an underwriting
agreement with the underwriter at the time of sale, and we will
provide the name of any underwriter in the prospectus supplement
which the underwriter will use to make resales of the securities to
the public. In connection with the sale of the securities, we, or
the purchasers of the securities for whom the underwriter may act
as agent, may compensate the underwriter in the form of
underwriting discounts or commissions. The underwriter may sell the
securities to or through dealers, and the underwriter may
compensate those dealers in the form of discounts, concessions or
commissions.
With respect to underwritten public offerings, negotiated
transactions and block trades, we will provide in the applicable
prospectus supplement information regarding any compensation we pay
to underwriters, dealers or agents in connection with the offering
of the securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers. Underwriters,
dealers and agents participating in the distribution of the
securities may be deemed to be underwriters within the meaning of
the Securities Act, and any discounts and commissions received by
them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions. We may
enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the
Securities Act, or to contribute to payments they may be required
to make in respect thereof.
If so indicated in the applicable prospectus supplement, we will
authorize underwriters, dealers or other persons acting as our
agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing
for payment and delivery on the date stated in each applicable
prospectus supplement. Each contract will be for an amount not less
than, and the aggregate amount of securities sold pursuant to such
contracts shall not be less nor more than, the respective amounts
stated in each applicable prospectus supplement. Institutions with
whom the contracts, when authorized, may be made include commercial
and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other
institutions, but shall in all cases be subject to our approval.
Delayed delivery contracts will not be subject to any conditions
except that:
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the purchase by an institution of the securities covered under
that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject;
and |
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if the securities are also being sold to underwriters acting as
principals for their own account, the underwriters shall have
purchased such securities not sold for delayed delivery. The
underwriters and other persons acting as our agents will not have
any responsibility in respect of the validity or performance of
delayed delivery contracts. |
One or more firms, referred to as “remarketing firms,” may also
offer or sell the securities, if a prospectus supplement so
indicates, in connection with a remarketing arrangement upon their
purchase. Remarketing firms will act as principals for their own
accounts or as our agents. These remarketing firms will offer or
sell the securities in accordance with the terms of the securities.
Each prospectus supplement will identify and describe any
remarketing firm and the terms of its agreement, if any, with us
and will describe the remarketing firm’s compensation. Remarketing
firms may be deemed to be underwriters in connection with the
securities they remarket. Remarketing firms may be entitled under
agreements that may be entered into with us to indemnification by
us against certain civil liabilities, including liabilities under
the Securities Act, and may be customers of, engage in transactions
with or perform services for us in the ordinary course of
business.
Certain underwriters may use this prospectus and any accompanying
prospectus supplement for offers and sales related to market-making
transactions in the securities. These underwriters may act as
principal or agent in these transactions, and the sales will be
made at prices related to prevailing market prices at the time of
sale. Any underwriters involved in the sale of the securities may
qualify as “underwriters” within the meaning of Section 2(a)(11) of
the Securities Act. In addition, the underwriters’ commissions,
discounts or concessions may qualify as underwriters’ compensation
under the Securities Act and the rules of the Financial Industry
Regulatory Authority, Inc., or FINRA.
ADSs representing our ordinary shares sold pursuant to the
registration statement of which this prospectus is a part will be
authorized for listing and trading on The Nasdaq Capital Market.
The applicable prospectus supplement will contain information,
where applicable, as to any other listing, if any, on The Nasdaq
Capital Market or any securities market or other securities
exchange of the securities covered by the prospectus supplement.
Underwriters may make a market in our ADSs, but will not be
obligated to do so and may discontinue any market making at any
time without notice. We can make no assurance as to the liquidity
of or the existence, development or maintenance of trading markets
for any of the securities.
In order to facilitate the offering of the securities, certain
persons participating in the offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the
securities. This may include over-allotments or short sales of the
securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these
circumstances, these persons would cover such over-allotments or
short positions by making purchases in the open market or by
exercising their over-allotment option. In addition, these persons
may stabilize or maintain the price of the securities by bidding
for or purchasing the applicable security in the open market or by
imposing penalty bids, whereby selling concessions allowed to
dealers participating in the offering may be reclaimed if the
securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a
level above that which might otherwise prevail in the open market.
These transactions may be discontinued at any time.
The underwriters, dealers and agents may engage in other
transactions with us, or perform other services for us, in the
ordinary course of their business.
DESCRIPTION OF
SHARE CAPITAL
The following describes our issued share capital, summarizes the
material provisions of our articles of association and highlights
certain differences in corporate law in the United Kingdom and the
United States. Please note that this summary is not intended to be
exhaustive. For further information please refer to the full
version of our articles of association, which is included as an
exhibit to the registration statement of which this prospectus is
part.
General
We are a public limited company organized under the laws of England
and Wales under registered number 09216368. Our registered office
is 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ, United Kingdom.
The principal legislation under which we operate and our shares are
issued is the United Kingdom Companies Act of 2006, or the
Companies Act.
Issued Share Capital
Our issued share capital as of June 30, 2022 was 98,493,413
ordinary shares. Each ordinary share has a nominal value 0.1p per
share. Each issued ordinary share is fully paid. We currently have
1,000,001 deferred shares and no preference shares in our issued
share capital.
There is no limit to the number of ordinary shares or preference
shares that we are authorized to issue, as the concept of
authorized capital is no longer applicable under the provisions of
the Companies Act. There are no conversion rights, redemption
provisions or sinking fund provisions relating to any ordinary
shares.
We are not permitted under English law to hold our own ordinary
shares unless they are repurchased by us and held in treasury. We
do not currently hold any of our own ordinary shares.
History of Share Capital
Since January 1, 2019, our issued share capital has changed as
provided below.
On February 26, 2019, we issued 10,389,610 units to new investors
pursuant to a subscription agreement, or the subscription, for
aggregate consideration of approximately £8.0 million. Each unit
consisted of one ordinary share and one warrant to acquire ordinary
shares.
On February 26, 2019, we issued (i) 4,331,384 units in connection
with a placing, or the 2019 Placing, to certain new and existing
investors and (ii) 1,716,952 ordinary shares to an existing
investor, for an aggregate consideration of approximately £4.7
million. Each unit consisted of one ordinary share and one warrant
to acquire ordinary shares.
On February 26, 2019, we issued 972,828 units in connection with an
open offer to all of our existing shareholders who did not
participate in the 2019 Placing, for an aggregate consideration of
approximately £0.75 million. Each unit consisted of one ordinary
share and one warrant to acquire ordinary shares.
On April 8, 2019, we effected a ratio change to our ADSs, pursuant
to which the ratio of ordinary shares to ADSs was changed such that
one ADS represented 20 ordinary shares. Our ordinary shares were
not affected by this change.
On October 8, 2019, we issued 25,000 ordinary shares for purchase
by the Midatech Pharma Share Incentive Plan.
On October 25, 2019, we sold to an institutional investor 3,000,000
ordinary shares represented by 120,000 ADSs in a registered direct
offering at $25.00 per ADS, resulting in gross proceeds of $3.0
million. In addition, we issued to the investor unregistered
warrants to purchase a total of 3,000,000 ordinary shares
represented by 120,000 ADSs in a private placement, or the October
Private Placement Warrants. We also issued unregistered placement
agent warrants to purchase a total of 6,000 ordinary shares
represented by 6,000 ADS to affiliates of H.C. Wainwright &
Co., Inc. in a private placement, or the Wainwright October
Warrants.
On March 3, 2020, following shareholder approval, we effected a
one-for-20 reverse split of our ordinary shares and our ordinary
shares began trading on AIM, on a split-adjusted basis as of such
date. No fractional shares were issued in connection with the
reverse stock split. As a result of the reverse stock split, the
number of issued and outstanding ordinary shares was reduced to
23,494,981 shares as of March 3, 2020.
Concurrently with the reverse split, on March 3, 2020 we effected a
ratio change in the number of ordinary shares represented by our
ADSs from 20 ordinary shares per ADS to five Ordinary Shares per
ADS.
On May 20, 2020, we sold to certain institutional investors
9,090,910 ordinary shares represented by 363,636 ADSs in a
registered direct offering at $8.25 per ADS, resulting in gross
proceeds of $3.0 million. In addition, we issued to the investors
unregistered warrants to purchase a total of 9,090,910 ordinary
shares represented by 363,636 ADSs in a private placement, or the
May Private Placement Warrants. We also issued unregistered
placement agent warrants to purchase a total of 454,546 ordinary
shares represented by 18,182 ADSs to affiliates of H.C. Wainwright
& Co., Inc. in a private placement, or the Wainwright May
Warrants.
On May 22, 2020, we issued 6,666,666 units, or Units, to certain
non-U.S. investors in a placing in the United Kingdom for aggregate
gross proceeds of £1.8 million. Each Unit comprised one new
ordinary share and one warrant to purchase ordinary shares, or the
UK Warrants. We also issued unregistered placement agent warrants
to purchase a total of 333,333 ordinary shares to Turner Pope
Investments (TPI) Limited, or Turner Pope.
On July 27, 2020, we issued 21,296,295 ordinary shares, including
2,777,777 ordinary shares issued pursuant to a broker option, to
certain non-U.S. investors in a placing in the United Kingdom for
aggregate gross proceeds of £5.75 million.
On August 19, 2020, we issued 2,500,000 ordinary shares represented
by 100,000 ADSs upon the exercise of warrants issued in May 2020 at
an exercise price of $10.25 per share.
On September 30, 2020, we issued 25,000 ordinary shares to be
purchased under the Midatech Pharma Share Incentive Plan.
On February 19, 2021, we issued 306,815 ordinary shares represented
by 12,273 ADSs upon the exercise of warrants issued in May 2020 at
an exercise price of $10.3125 per share.
On July 6, 2021, we issued 35,087,720 ordinary shares to certain
non-U.S. investors in a placing in the United Kingdom for aggregate
gross proceeds of £10.0 million.
On March 22, 2022, we issued 26 ordinary shares upon the exercise
of 26 warrants issued in February 2019 at an exercise price of £10
per share.
On May 3, 2022, we issued 25,000 ordinary shares to be purchased
under the Midatech Pharma Share Incentive Plan.
On
August 3, 2022, we issued warrants to purchase 333,333 ordinary
shares at an exercise price of £0.135 per share.
On September 26, 2022, we effected a ratio change to our ADSs,
pursuant to which the ratio of ordinary shares to ADSs was changed
such that one ADS represented 25 ordinary shares. Our ordinary
shares were not affected by this change.
Options
We have established the Midatech Pharma PLC 2014 Enterprise
Management Incentive Scheme pursuant to which we have issued
options to purchase ordinary shares to employees and directors. As
of June 30, 2022, there were options to purchase 2,945,000 ordinary
shares. The options lapse after ten years from the date of the
grant. As of June 30, 2022, the weighted average remaining life of
the options was 8.7 years.
In addition, we maintain the Midatech Pharma PLC 2016 U.S. Option
Plan, pursuant to which we have issued options to purchase ordinary
shares to employees in the United States. With the sale of Midatech
Pharma US Inc., options granted to employees remaining with the
business at the time of sale were deemed to be fully vested and
such employees were granted two years in which to exercise. At the
time of such sale, there were approximately 505,000 options subject
to this. Following the sale of Midatech Pharma US Inc., no further
options have since been, nor will be, granted under such plan.
In connection with our acquisition of DARA BioSciences, Inc., or
DARA, in December 2015, we assumed all of DARA’s outstanding
options, or DARA Options. As of June 30, 2022, there were
outstanding DARA Options to purchase 2,822 ordinary shares with a
weighted average remaining life of 2.4 years. All ordinary shares
delivered to holders of DARA Options will be delivered in the
appropriate amount of ADSs.
Warrants
DARA Warrants
In connection with our acquisition of DARA, we assumed all of
DARA’s existing warrants. As of June 30, 2022, there were DARA
warrants outstanding exercisable for 4,080 ordinary shares, with a
weighted average exercise price of $61.03. All ordinary shares
delivered to holders of such DARA warrants will be delivered in the
appropriate amount of ADSs.
October 2019 and May 2020 Warrants
The following is a brief summary of the October Private Placement
Warrants, Wainwright October Warrants, May Private Placement
Warrants and Wainwright May Warrants issued in connection with the
October Private Placement and May Private Placement, as applicable,
and is subject in all respects to the provisions contained in the
applicable warrants, which, with respect to the October Private
Placement Warrants and Wainwright October Warrants, are filed as
exhibits to our Report on Form 6-K dated October 24, 2019, and for
the May Private Placement Warrants and Wainwright May Warrants, are
filed as exhibits to our Report on Form 6-K dated May 20, 2020.
Unless otherwise stated, references to warrants in this section
include the October Private Placement Warrants, May Private
Placement Warrants, Wainwright October Warrants and Wainwright May
Warrants.
Exercisability. The October Private Placement Warrants and
Wainwright October Warrants became exercisable on December 23,
2019. The May Private Placement Warrants and Wainwright May
Warrants became exercisable upon issuance. The October Private
Placement Warrants and May Private Placement Warrants will expire
five and one-half years from the initial exercise date, and the
Wainwright October Warrants and Wainwright May Warrants will expire
on October 22, 2024 and May 18, 2025, respectively. The holder
shall deliver the aggregate exercise price for the ADSs specified
in the exercise notice within two trading days following the date
of exercise (subject to the ‘cashless exercise’ arrangements
described below).
Cashless Exercise. With respect to the October Private
Placement Warrants and Wainwright October Warrants, if, more than
six months after the date of issuance of such warrants, there is no
effective registration statement registering, or no current
prospectus available for, the resale of the Depositary Shares
underlying such warrants, the holder may exercise the warrant, in
whole or in part, on a cashless basis. With respect to the May
Private Placement Warrants and Wainwright May Warrants, if there is
no effective registration statement registering, or no current
prospectus available for, the resale of the ADSs s underlying such
warrants, the holder may exercise the warrant, in whole or in part,
on a cashless basis.
Exercise Price. The exercise price of (i) each October
Private Placement Warrant and Wainwright October Warrant is $31.25
per ADSs and (ii) each May Private Placement Warrants and
Wainwright May Warrant is $10.25 and $10.3125 per ADSs,
respectively, each subject to the ‘cashless exercise’ arrangements
described above and to adjustment as described below.
Beneficial Ownership Limitation. A holder shall have no
right to exercise any portion of a warrant, to the extent that,
after giving effect to such exercise, such holder, together with
such holder’s affiliates, and any persons acting as a group
together with such holder or any such affiliate, would beneficially
own in excess of, at the initial option of the holder thereof,
4.99% or 9.99%, as applicable, of the number of ordinary shares
outstanding immediately after giving effect to the issuance of the
ordinary shares underlying the ADSs upon such exercise. The holder
of the warrant, upon notice to us, may increase or decrease the
beneficial ownership limitation to a percentage not to exceed
9.99%, provided that any increase in the beneficial ownership
limitation shall not be effective until 61 days following notice to
us. Beneficial ownership of the holder and its affiliates will be
determined in accordance with Section 13(d) of the Exchange Act,
and the rules and regulations promulgated thereunder.
Stock dividends and stock splits. If we pay a stock dividend
or otherwise make a distribution payable in ADSs or ordinary
shares, or any other equity or equivalent securities, subdivide or
combine outstanding ADSs or ordinary shares s, or reclassify ADSs,
ordinary shares or any shares of our capital stock, the exercise
price of each warrant will be adjusted by multiplying the then
exercise price by a fraction, the numerator of which shall be the
number of ADSs (excluding treasury shares, if any) outstanding
immediately before such event, and the denominator of which shall
be the number of ADSs outstanding immediately after such event.
Rights Offerings; pro rata distributions. If we issue
ordinary share equivalents or rights to purchase shares, warrants,
securities or other property pro rata to holders of ADSs, a holder
of a warrant will be entitled to acquire, subject to the beneficial
ownership limitation described above, such securities or property
that such holder could have acquired if such holder had held the
number of ADSs issuable upon complete exercise of the warrant
immediately prior to the date a record is taken for such issuance.
If we declare or make any dividend or other distribution of assets
or rights to acquire assets to holders of ADSs or ordinary shares,
a holder of a warrant will be entitled to participate, subject to
the beneficial ownership limitation, in such distribution to the
same extent that the holder would have participated therein if the
holder had held the number of ADSs issuable upon full exercise of
the warrant.
Fundamental Transaction. If we effect a fundamental
transaction, including, among other things, a merger, sale of
substantially all of our assets, tender offer, exchange offer and
other business combination transactions, then upon any subsequent
exercise of a warrant, the holder thereof shall have the right to
receive, for each ordinary share represented by the ADSs that would
have been issuable upon such exercise immediately prior to the
occurrence of such fundamental transaction, the number of shares of
the successor’s or acquiring corporation’s securities, if it is the
surviving corporation, and any additional consideration receivable
as a result of such fundamental transaction by a holder of the
number of ordinary shares represented by the ADSs for which the
warrant is exercisable immediately prior to such fundamental
transaction.
Transferability. Each warrant and all rights thereunder are
transferable, in whole or in part, upon surrender of the warrant,
together with a written assignment of the warrant subject to
applicable securities laws; provided, however, that the Wainwright
October Warrants and Wainwright May Warrants are subject to certain
FINRA transfer restrictions. We do not intend to apply for listing
of the warrants on any securities exchange or other trading
system.
No Rights as Shareholder Until Exercise. Except as set forth
in the warrants, the holders of the warrants do not have any voting
rights, dividends or other rights as a holder of our capital stock
until they exercise the warrants.
May 2020 United Kingdom Placing Warrants
On May 22, 2020, we issued 6,666,666 Units, with each Unit
comprising one new ordinary shares and one UK Warrant. The exercise
price of the UK Warrants is £0.34 per share and it expires five
years and six months from the issuance date. We also issued UK
Warrants to purchase a total of 333,333 Ordinary Shares to Turner
Pope, the placing agent, in connection with the closing of such
offering, on the same terms and conditions as the other investors
in the offering.
August
2022 Warrants
On
August 3, 2022, we issued warrants to purchase 333,333 ordinary
shares to Strand Hanson Limited, in payment for services rendered.
The exercise price of such warrants is £0.135 per share and it
expires three years from the issuance date.
Articles of Association
The following is a summary of certain provisions of our articles
of association. Please note that this is only a summary and is not
intended to be exhaustive. For further information please refer to
the full version of our articles of association, which is included
as an exhibit to our most recent Annual Report on Form
20-F.
Shares and Rights Attaching to Them
Objects
The objects of our Company are unrestricted.
Share Rights
Subject to any special rights attaching to shares already in issue,
our shares may be issued with or have attached to them any
preferred, deferred or other special rights or privileges or be
subject to such restrictions as we may resolve by ordinary
resolution of the shareholders or decision of our board.
Voting Rights
Without prejudice to any rights or restrictions as to voting rights
attached to any shares forming part of our share capital from time
to time, the voting rights attaching to shares are as follows:
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on a show of hands every shareholder who is present in person
and each duly authorized representative present in person of a
shareholder that is a corporation shall have one vote; |
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on a show of hands, each proxy present in person has one vote
for and one vote against a resolution if the proxy has been duly
appointed by more than one shareholder and the proxy has been
instructed by one or more of those shareholders to vote for the
resolution and by one or more other of those shareholders to vote
against it; |
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on a show of hands, each proxy present in person has one vote
for and one vote against a resolution if the proxy has been duly
appointed by more than one shareholder entitled to vote on the
resolution and either: (1) the proxy has been instructed by one or
more of those shareholders to vote for the resolution and has been
given any discretion by one or more other of those shareholders to
vote and the proxy exercises that discretion to vote against it; or
(2) the proxy has been instructed by one or more of those
shareholders to vote against the resolution and has been given any
discretion by one or more other of those shareholders to vote and
the proxy exercises that discretion to vote for it; and |
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on a poll every shareholder who is present in person or by
proxy shall have one vote for each share of which he is the
holder. |
At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is demanded.
Subject to the provisions of the Companies Act, as described in
“Differences in Corporate Law - Voting Rights” in this prospectus,
a poll may be demanded by:
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the chairman of the meeting; |
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at least five shareholders present in person or by proxy and
entitled to vote; |
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any shareholder(s) present in person or by proxy and
representing in the aggregate not less than 10% of the total voting
rights of all shareholders having the right to vote on the
resolution; or |
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any shareholder(s) present in person or by proxy and holding
shares conferring a right to vote on the resolution on which there
have been paid up sums in the aggregate equal to not less than 10%
of the total sums paid up on all shares conferring that right. |
Restrictions on Voting
No shareholder shall be entitled to vote at any general meeting or
at any separate class meeting in respect of any share held by him
unless all calls or other sums payable by him in respect of that
share have been paid.
The Board of Directors may from time to time make calls upon the
shareholders in respect of any money unpaid on their shares and
each shareholder shall (subject to at least 14 days’ notice
specifying the time or times and place of payment) pay at the time
or times so specified the amount called on his shares. If a call
remains unpaid after it has become due and payable, and the
fourteen days’ notice provided by the Board of Directors has not
been complied with, any share in respect of which such notice was
given may be forfeited by a resolution of the Board of
Directors.
A shareholder’s right to attend general or class meetings of the
Company or to vote in respect of his shares may be suspended by the
Board of Directors in accordance with our Articles of Association
if he fails to comply with a proper request for the disclosure of
interests regarding the shares. See “Other United Kingdom Law
Considerations—Disclosure of Interest in Shares” in this
prospectus.
Dividends
We may, by ordinary resolution, declare a dividend to be paid to
the share owners according to their respective rights and interests
in profits, and may fix the time for payment of such dividend. No
dividend may be declared in excess of the amount recommended by the
directors. The Board of Directors may from time to time declare and
pay to our share owners such interim dividends as appear to the
directors to be justified by our profits available for
distribution. There are no fixed dates on which entitlement to
dividends arises on our ordinary shares.
The share owners may pass, on the recommendation of the directors,
an ordinary resolution to direct that all or any part of a dividend
to be paid by distributing specific assets, in particular paid up
shares or debentures of any other body corporate. Our articles of
association also permit, with the prior authority of an ordinary
resolution of shareholders, a scrip dividend scheme under which
share owners may be given the opportunity to elect to receive fully
paid ordinary shares instead of cash, or a combination of shares
and cash, with respect to future dividends.
By the way of the exercise of a lien, if a share owner owes us any
money relating in any way to shares, the Board of Directors may
deduct any of this money from any dividend on any shares held by
the share owner, or from other money payable by us in respect of
the shares. Money deducted in this way may be used to pay the
amount owed to us.
Unclaimed dividends and other money payable in respect of a share
can be invested or otherwise used by directors for our benefit
until they are claimed. A dividend or other money remaining
unclaimed 12 years after it first became due for payment will be
forfeited and shall revert to the Company.
A shareholder’s right to receive dividends on his shares may, if
they represent more than 0.25% of the issued shares of that class,
be suspended by the directors if he fails to comply with a proper
request for the disclosure of interests regarding the shares. See
“Other United Kingdom Law Considerations—Disclosure of Interests in
Shares” in this prospectus.
Change of Control
There is no specific provision in our Articles of Association that
would have the effect of delaying, deferring or preventing a change
of control. We are, however, subject to the provisions of the
United Kingdom City Code on Takeovers and Mergers, or the City
Code, which contains detailed provisions regulating the timing and
manner of any takeover offer for those of the Company’s shares
which confer voting rights. See “Other United Kingdom Law
Considerations—City Code on Takeovers and Mergers” in this
prospectus.
Variation of Rights
Whenever our share capital is divided into different classes of
shares, all or any of the rights attached to any class may be
varied or abrogated in such manner (if any) as may be provided by
those rights or (in the absence of any such provision) either with
the consent in writing of the holders of at least 75% of the issued
shares of that class or with the authority of a special resolution
passed at a separate general meeting of the holders of the shares
of that class.
Alteration of Share Capital and Repurchases
Subject to the provisions of the Companies Act, and without
prejudice to any relevant special rights attached to any class of
shares, we may, from time to time:
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increase our share capital by allotting and issuing new shares
in accordance with the our articles of association and any relevant
shareholder resolution; |
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consolidate all or any of our share capital into shares of a
larger nominal amount (i.e., par value) than the existing
shares; |
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subdivide any of our shares into shares of a smaller nominal
amount (i.e., par value) than our existing shares; or |
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redenominate our share capital or any class of share
capital. |
Preemptive Rights and New Issuance of Shares
Under the Companies Act, the issuance of equity securities (except
shares held under an employees’ share scheme) that are to be paid
for wholly in cash must be offered first to the existing holders of
equity securities in proportion to the respective nominal amounts
(i.e., par values) of their holdings on the same or more favorable
terms, unless a special resolution to the contrary has been passed
or the articles of association otherwise provide an exclusion from
this requirement (which exclusion can be for a maximum of five
years after which our shareholders’ approval would be required to
renew the exclusion). In this context, “equity securities” means
ordinary shares (and would exclude shares that, with respect to
dividends or capital, carry a right to participate only up to a
specified amount in a distribution), and any and all rights to
subscribe for or convert securities into such ordinary shares. This
differs from U.S. law, under which shareholders generally do not
have pre-emptive rights unless specifically granted in the
certificate of incorporation or otherwise.
By way of resolutions passed at our annual general meeting held on
June 20, 2022, authorities were given to the directors to allot
shares in the Company, or to grant rights to subscribe for or to
convert or exchange any security into shares in the Company, up to
an aggregate nominal amount representing one-third of our issued
share capital for a period up to the earlier of the conclusion of
our 2023 annual general meeting or 15 months from the date of
passing of the first resolutions at the annual general meeting for
2023 referenced above. Pre-emptive rights under the Companies Act
will not apply in respect of allotment of shares for cash made
pursuant to such authority, up to approximately 10% of the issued
share capital. Renewal of such authorization is expected to be
sought at each of our annual general meetings.
In circumstances where we allot further ordinary shares, we must
apply for such new ordinary shares to be admitted to trading on
AIM, which in some instances requires the publication of an
admission document.
Transfer of Shares
Any certificated shareholder may transfer all or any of his shares
by an instrument of transfer in the usual common form or in any
other manner which is permitted by the Companies Act and approved
by the Board of Directors. Any written instrument of transfer shall
be signed by or on behalf of the transferor and (in the case of a
partly paid share) the transferee.
All transfers of uncertificated shares shall be made in accordance
with and subject to the provisions of the Uncertificated Securities
Regulations 2001 and the facilities and requirements of its
relevant system. The Uncertificated Securities Regulations 2001
permit shares to be issued and held in uncertificated form and
transferred by means of a computer-based system.
The Board of Directors may decline to register any transfer of any
share unless it is:
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a share on which the Company has no lien; |
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in respect of only one class of shares; |
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in favor of a single transferee or not more than four
transferees; |
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duly stamped or duly certificated or otherwise shown the
satisfaction of the Board of Directors to be exempt from any
required stamp duty; or |
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delivered for registration at the Company’s registered office
or such other place as the Board of Directors may decide,
accompanied by the certificate for the shares to which it relates
(other than uncertificated shares) and any other evidence the Board
of Directors may reasonably require to provide the title to such
share of the transferor. |
If the Board of Directors declines to register a transfer it shall,
as soon as practicable and in any event within two months after the
date on which the transfer is lodged, send to the transferee notice
of the refusal, together with reasons for the refusal.
CREST
To be traded on AIM, securities must be able to be transferred and
settled through the CREST system. CREST is a computerized paperless
share transfer and settlement system which allows securities to be
transferred by electronic means, without the need for a written
instrument of transfer. The Articles of Association are consistent
with CREST membership and, among other things, allow for the
holding and transfer of shares in uncertificated form.
Shareholder Meetings
Annual General Meetings
In accordance with the Companies Act, we are required in each year
to hold an annual general meeting in addition to any other general
meetings in that year and to specify the meeting as such in the
notice convening it. The annual general meeting shall be convened
whenever and wherever the board sees fit, subject to the
requirements of the Companies Act, as described in “Differences in
Corporate Law—Annual General Meeting” and “Differences in Corporate
Law—Notice of General Meetings” in this prospectus.
Notice of General Meetings
The arrangements for the calling of general meetings are described
in “Differences in Corporate Law—Notice of General Meetings” in
this prospectus.
Subject to certain conditions, holders of ADSs are entitled to
receive notices under the terms of the deposit agreement relating
to the ADSs. See “Description of American Depositary Shares—Voting
Rights” in this prospectus.
Quorum of General Meetings
No business shall be transacted at any general meeting unless a
quorum is present, but the absence of a quorum shall not preclude
the appointment, choice or election of a chairman which shall not
be treated as part of the business of the meeting. At least two
shareholders present in person or by proxy and entitled to vote
shall be a quorum for all purposes.
Class Meetings
The provisions in the Articles of Association relating to general
meetings apply to every separate general meeting of the holders of
a class of shares except that:
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no member, other than a member of the Board of Directors, shall
be entitled to notice of it or attend such meeting unless he is a
holder of shares of that class; |
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the quorum for such class meeting shall be two holders in
person or by proxy representing not less than one-third in nominal
value of the issued shares of the class; |
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at the class meeting, a holder of shares of the class present
in person or by proxy may demand a poll and shall on a poll be
entitled to one vote for every shares of the class held by him;
and |
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if at any adjourned meeting of such holders a quorum is not
present at the meeting, one holder of shares of the class present
in person or by proxy at an adjourned meeting constitutes a
quorum. |
Directors
Number of Directors
We may not have less than two directors on our Board of Directors.
We have no maximum number of directors, though we may fix a maximum
number by ordinary resolution of the shareholders. We may, by
ordinary resolution of the shareholders, vary the minimum and any
maximum number of directors from time to time.
Appointment of Directors
Subject to the provisions of the Articles of Association, we may,
by ordinary resolution of the shareholders, elect any person to be
a director, either to fill a casual vacancy or as an addition to
the existing board.
Without prejudice to the power to appoint any person to be a
director by shareholder resolution, the Board of Directors has the
power to appoint any person to be a director, either to fill a
casual vacancy or as an addition to the existing Board of
Directors. Any director appointed by the Board of Directors will
hold office only until the earlier to occur of the close of the
next following annual general meeting and someone being appointed
in his stead at that meeting. Such a director is eligible for
re-election at that meeting but shall not be taken into account in
determining the directors or the number of directors who are to
retire by rotation at such meeting.
Rotation of Directors
At every annual general meeting, one-third of the directors or, if
their number is not a multiple of three, then the number nearest to
and not exceeding one-third, shall retire from office and each
director must retire from office at least once every three years.
If there are fewer than three directors, one director shall make
himself or herself available for re-election
The directors to retire on each occasion shall be those subject to
retirement by rotation who have been longest in office since their
last election, but as between persons who became or were re-elected
directors on the same day those to retire shall (unless they
otherwise agree amongst themselves) be determined by lot.
A director who retires at the annual general meeting shall be
eligible for re-election.
The shareholders may, at the meeting at which a director retires,
fill the vacated office by electing a person and in default the
retiring director shall, if willing to continue to act, be deemed
to have been re-elected, unless at such meeting it is expressly
resolved not to fill such vacated office or unless a resolution for
the re-election of such director shall have been put to the meeting
and lost or such director has given notice in writing to us that he
is unwilling to be re-elected or such director has attained the
retirement age applicable to him as director pursuant to the
Companies Act.
Director’s Interests
The Board of Directors may authorize, to the fullest extent
permitted by law, any matter proposed to them which would otherwise
result in a director infringing his duty to avoid a situation in
which he has, or can have, a direct or indirect interest that
conflicts, or possibly may conflict, with our interests and which
may reasonably be regarded as likely to give rise to a conflict of
interest. A director shall not, save as otherwise agreed by him, be
accountable to us for any benefit which he (or a person connected
with him) derives from any matter authorized by the directors and
any contract, transaction or arrangement relating thereto shall not
be liable to be avoided on the grounds of any such benefit.
Subject to the requirements under Sections 175, 177 and 182 of the
Companies Act (which require a director to avoid a situation in
which he has, or can have, a direct or indirect interest that
conflicts, or possibly conflicts, with our interests, and to
declare any interest that he has, whether directly or indirectly,
in a proposed or existing transaction or arrangement with us), and
provided that he has disclosed to the Board of Directors the nature
and extent of any interest of his in accordance with the Companies
Act and the Articles of Association, a director notwithstanding his
office:
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may be a party to, or otherwise interested in, any transaction
or arrangement with us or in which we are otherwise
interested; |
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may be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise
interested in, any body corporate promoted by us or in which we are
otherwise interested; and |
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shall not, by reason of his office, be accountable to us for
any benefit which he derives from any such office or employment or
from any such transaction or arrangement or from any interest in
any such body corporate and no such transaction or arrangement
shall be liable to be avoided on the ground of any such interest or
benefit. |
In the case of interests arising where a director is in any way,
directly or indirectly, interested in (a) a proposed transaction or
arrangement with us or (b) a transaction or arrangement that has
been entered into by us and save as otherwise provided by the
Articles of Association, such director shall not vote at a meeting
of the Board of Directors or of a committee of the Board of
Directors on any resolution concerning such matter in which he has
a material interest (otherwise than by virtue of his interest in
shares, debentures or other securities of, or otherwise in or
through, us) unless his interest or duty arises only because the
case falls within one or more of the following paragraphs:
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the resolution relates to the giving to him or a person
connected with him of a guarantee, security or indemnity in respect
of money lent to, or an obligation incurred by him or such a person
at the request of or for the benefit of, us or any of our
subsidiaries; |
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the resolution relates to the giving of a guarantee, security
or indemnity in respect of a debt or obligation of ours or any of
our subsidiaries for which the director or a person connected with
him has assumed responsibility in whole or part under a guarantee
or indemnity or by the giving of security; |
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the resolution relates in any way to any other company in which
he is interested, directly or indirectly and whether as an officer
or shareholder or otherwise howsoever, provided that he and any
persons connected with him do not to his knowledge hold an interest
in shares representing one per cent or more of any class of the
equity share capital of such company or of the voting rights
available to shareholder of such company; |
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the resolution relates in any way to an arrangement for the
benefit of our employees or any employees of our subsidiaries which
does not award him as such any privilege or benefit not generally
awarded to the employees to whom such arrangement relates; |
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the resolution relates in any way to the purchase or
maintenance for the directors of insurance; or |
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the resolution is in respect of any matter in which the
interest of the director cannot reasonably be regarded as
conflicting. |
A director shall not be counted in the quorum present at a meeting
in relation to a resolution on which he is not entitled to
vote.
If a question arises at a meeting of the Board of Directors or of a
committee of the Board of Directors as to the right of a director
to vote or be counted in the quorum, and such question is not
resolved by his voluntarily agreeing to abstain from voting or not
to be counted in the quorum, the question may, before the
conclusion of the meeting, be referred to the chairman of the
meeting and his ruling in relation to any director other than
himself shall be final and conclusive except in a case where the
nature or extent of the interest of the director concerned has not
been fairly disclosed.
An interest of a person connected with a director shall be treated
as an interest of the director and Section 252 of the Companies Act
shall determine whether a person is connected with a director.
Directors’ Fees and Remuneration
Each of the directors shall be paid a fee at such rate as may from
time to time be determined by the Board of Directors (or for the
avoidance of doubt any duly authorized committee of the Board of
Directors) provided that the aggregate of all such fees so paid to
directors shall not exceed £300,000 per annum, or such higher
amount as may from time to time be determined by ordinary
resolution of shareholders.
Each director may be paid his reasonable traveling, hotel and other
expenses of attending and returning from meetings of the Board of
Directors or committees thereof of or general meetings or separate
meetings of the holders class of shares or of debentures and shall
be paid all expenses properly and reasonably incurred by him in the
conduct of the Company’s business or in the discharge of his duties
as a director. Any director who, by request, goes or resides abroad
for any purposes required by us or who performs services which in
the opinion of the Board of Directors go beyond the ordinary duties
of a director may be paid such extra remuneration as the Board of
Directors may determine.
An executive director shall receive such remuneration as the Board
of Directors may determine, and either in addition to or in lieu of
his remuneration as a director as detailed above.
Age Limitations and Share Ownership
We do not have any age limitations for our directors, nor do we
have mandatory retirement as a result of reaching a certain age.
Our directors are not required to hold any shares in the
Company.
Borrowing Power
Our directors may exercise all the powers of the Company to borrow
or raise money and mortgage or charge all or any part of our
undertaking, property and assets (present and future), and uncalled
capital. Subject to the Companies Act, the directors may also
create and issue debentures, other loan stock and other securities,
whether outright or as collateral security for any debt, liability
or obligation of the Company or of any third party. Our directors
are required to restrict the borrowings of the Company to ensure
that the aggregate principal amount of borrowings at any one time
outstanding and all of its subsidiary undertakings (other than
intra-Group borrowing) shall not at any time, without the previous
sanction of an ordinary resolution of the Company, exceed two times
the gross asset value of the Company and our subsidiaries.
Liability of Midatech and its Directors and Officers
Subject to the provisions on indemnities set out in Companies Act,
every director, alternate director or former director (and of any
associated company) shall be entitled to be indemnified out of our
assets against all costs and liabilities incurred by him or her in
relation to any proceedings or any regulatory investigation or
action which relate to anything done or omitted or alleged to have
been done or omitted by him or her as a director so long as the
indemnities do not cover liability for breach of duty to the
Company or cover any fine, costs or related expense in connection
with any proceedings for default on the part of the director.
Lawful indemnities extend to the provision of funds to him or her
by the Company to meet expenditure incurred or to be incurred by
him in defending himself in any proceedings (whether civil or
criminal) or in connection with an application for statutory relief
or in an investigation by a regulatory authority which must however
be repaid where such proceedings, application, investigation or
action are in connection with any alleged negligence, default,
breach of duty or breach of trust by him or her in relation to the
Company (or any associated company of ours) and he or she is
convicted or found in default thereof. Under English law, any
provision that purports to exempt a director of a company (to any
extent) from any liability that would otherwise attach to him in
connection with any negligence, default, breach of duty or breach
of trust in relation to the company is void.
Under a deed poll declared by us on August 5, 2015, or a Deed of
Indemnity, our Board of Directors and our Company Secretary are
indemnified against costs and liabilities incurred in connection
with their office, other than any liability owed by such person to
the Company itself (or any of our associated entities) and other
than indemnification for liabilities in certain circumstances,
which are prohibited by virtue of the Companies Act. The Deed of
Indemnity provides that a director may also be lent sums to finance
any relevant defense costs, provided that, in the event such
proceedings involve criminal or civil matters in which the person
is convicted or has a judgment made against him or her, then such
loan must be repaid. Our total aggregate liability of Midatech
under the Deed of Indemnity is £5 million.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to a charter provision, by-law,
contract, arrangements, statute or otherwise, we acknowledge that
in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
Other United Kingdom Law Considerations
Notification of Voting Rights
A shareholder in a public company incorporated in the United
Kingdom whose shares are admitted to trading on AIM is required
pursuant to Rule 5 of the Disclosure Guidance and Transparency
Rules of the United Kingdom Financial Conduct Authority to notify
us of the percentage of his voting rights if the percentage of
voting rights which he holds as a shareholder or through his direct
or indirect holding of financial instruments (or a combination of
such holdings) reaches, exceeds or falls below 3%, 4%, 5%, and each
1% threshold thereafter up to 100% as a result of an acquisition or
disposal of shares.
Mandatory Purchases and Acquisitions
Pursuant to Sections 979 to 991 of the Companies Act, where a
takeover offer has been made for us and the offeror has acquired or
unconditionally contracted to acquire not less than 90% in value of
the shares to which the offer relates and not less than 90% of the
voting rights carried by those shares, the offeror may give notice
to the holder of any shares to which the offer relates which the
offeror has not acquired or unconditionally contracted to acquire
that he wishes to acquire, and is entitled to so acquire, those
shares on the same terms as the general offer. The offeror would do
so by sending a notice to the outstanding minority shareholders
telling them that it will compulsorily acquire their shares. Such
notice must be sent within three months of the last day on which
the offer can be accepted in the prescribed manner. The squeeze-out
of the minority shareholders can be completed at the end of six
weeks from the date the notice has been given, following which the
offeror can execute a transfer of the outstanding shares in its
favor and pay the consideration to us, and we would hold the
consideration on trust for the outstanding minority shareholders.
The consideration offered to the outstanding minority shareholders
whose shares are compulsorily acquired under the Companies Act
must, in general, be the same as the consideration that was
available under the takeover offer.
Sell Out
The Companies Act also gives our minority shareholders a right to
be bought out in certain circumstances by an offeror who has made a
takeover offer for all of our shares. The holder of shares to which
the offer relates, and who has not otherwise accepted the offer,
may require the offeror to acquire his shares if, prior to the
expiry of the acceptance period for such offer, (i) the offeror has
acquired or agreed to acquire not less than 90% in value of the
voting shares, and (ii) not less than 90% of the voting rights
carried by those shares. The offeror may impose a time limit on the
rights of minority shareholders to be bought out that is not less
than three months after the end of the acceptance period. If a
shareholder exercises his rights to be bought out, the offeror is
required to acquire those shares on the terms of this offer or on
such other terms as may be agreed.
Disclosure of Interest in Shares
Pursuant to Part 22 of the Companies Act, we are empowered by
notice in writing to any person whom we know or have reasonable
cause to believe to be interested in our shares, or at any time
during the three years immediately preceding the date on which the
notice is issued has been so interested, requiring such person
within a reasonable time to disclose to us particulars of that
person’s interest and (so far as is within his knowledge)
particulars of any other interest that subsists or subsisted in
those shares. The Articles of Association specify that a response
is required from such person within 14 days after service of any
such notice.
Under the Articles of Association, if a person defaults in
supplying us with the required particulars in relation to the
shares in question, or Default Shares, the directors may by notice
direct that:
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in respect of the Default Shares, the relevant member shall not
be entitled to attend or vote (either in person or by proxy) at any
general meeting or of a general meeting of the holders of a class
of shares or upon any poll or to exercise any right conferred by
the Default Shares; and/or |
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where the Default Shares represent at least 0.25% of their
class, (a) any dividend (or any part of a dividend) payable in
respect of the Default Shares shall be retained by us without
liability to pay interest, (b) the shareholder may not be entitled
to elect to receive shares instead of a dividend, and (c) no
transfers by the relevant member of any Default Shares may be
registered (unless the member himself is not in default and the
transfer does not relate to Default Shares, the transfer is exempt
or that the transfer is permitted under the U.K. Uncertificated
Securities Regulations 2001). |
Purchase of Own Shares
Under English law, a limited company may only purchase or redeem
its own shares out of the distributable profits of the company or
the proceeds of a fresh issue of shares made for the purpose of
financing the purchase, provided that they are not restricted from
doing so by their articles. A limited company may not purchase or
redeem its own shares if, as a result of the purchase, there would
no longer be any issued shares of the company other than redeemable
shares or shares held as treasury shares. Shares must be fully paid
in order to be repurchased.
Subject to the above, we may purchase our own shares in the manner
prescribed below. We may make a market purchase of our own fully
paid shares pursuant to an ordinary resolution of shareholders. The
resolution authorizing the purchase must:
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specify the maximum number of shares authorized to be
acquired; |
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determine the maximum and minimum prices that may be paid for
the shares; and |
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specify a date, not being later than five years after the
passing of the resolution, on which the authority to purchase is to
expire. |
We may purchase our own fully paid shares otherwise than on a
recognized investment exchange pursuant to a purchase contract
authorized by resolution of shareholders before the purchase takes
place. Any authority will not be effective if any shareholder from
whom we propose to purchase shares votes on the resolution and the
resolution would not have been passed if he had not done so. The
resolution authorizing the purchase must specify a date, not being
later than five years after the passing of the resolution, on which
the authority to purchase is to expire.
We currently have authority from a resolution passed at our 2019
annual general meeting to purchase a maximum of 40,939,961 shares
representing approximately 10% of our issued capital valid for a
period up to the earlier of the conclusion of our 2020 annual
general meeting or 15 months from the date of passing such
resolution, although we do not currently have any distributable
profits out of which such a purchase or redemption of shares may be
made.
Distributions and Dividends
Under the Companies Act, before a company can lawfully make a
distribution or dividend, it must ensure that it has sufficient
distributable reserves (on a non-consolidated basis). The basic
rule is that a company’s profits available for the purpose of
making a distribution are its accumulated, realized profits, so far
as not previously utilized by distribution or capitalization, less
its accumulated, realized losses, so far as not previously written
off in a reduction or reorganization of capital duly made. The
requirement to have sufficient distributable reserves before a
distribution or dividend can be paid applies to us and to each of
our subsidiaries that has been incorporated under English law.
It is not sufficient that we, as a public company, have made a
distributable profit for the purpose of making a distribution. An
additional capital maintenance requirement is imposed on us to
ensure that the net worth of the company is at least equal to the
amount of its capital. A public company can only make a
distribution:
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if, at the time that the distribution is made, the amount of
its net assets (that is, the total excess of assets over
liabilities) is not less than the total of its called up share
capital and undistributable reserves; and |
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if, and to the extent that, the distribution itself, at the
time that it is made, does not reduce the amount of the net assets
to less than that total. |
City Code on Takeovers and Mergers
As a United Kingdom incorporated public company with our registered
office in the United Kingdom which is admitted to AIM, we are
subject to the City Code, which is issued and administered by the
United Kingdom Panel on Takeovers and Mergers, or the Panel. The
City Code provides a framework within which takeovers of companies
subject to it are conducted. In particular, the City Code contains
certain rules in respect of mandatory offers. Under Rule 9 of the
City Code, if a person:
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acquires an interest in our shares which, when taken together
with shares in which he or persons acting in concert with him are
interested, carries 30% or more of the voting rights of our shares;
or |
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who, together with persons acting in concert with him, is
interested in shares that in the aggregate carry not less than 30%
and not more than 50% of the voting rights in us, acquires
additional interests in shares that increase the percentage of
shares carrying voting rights in which that person is interested,
the acquirer, and depending on the circumstances, its concert
parties would be required (except with the consent of the Panel) to
make a cash offer for our outstanding shares at a price not less
than the highest price paid for any interests in the shares by the
acquirer or its concert parties during the previous 12 months. |
Exchange Controls
There are no governmental laws, decrees, regulations or other
legislation in the United Kingdom that may affect the import or
export of capital, including the availability of cash and cash
equivalents for use by us, or that may affect the remittance of
dividends, interest, or other payments by us to non-resident
holders of our ordinary shares or ADSs, other than withholding tax
requirements. There is no limitation imposed by English law or in
the Articles of Association on the right of non-residents to hold
or vote shares.
Differences in Corporate Law
The applicable provisions of the Companies Act differ from laws
applicable to U.S. corporations and their shareholders. Set forth
below is a summary of certain differences between the provisions of
the Companies Act applicable to us and the Delaware General
Corporation Law relating to shareholders’ rights and protections.
This summary is not intended to be a complete discussion of the
respective rights and it is qualified in its entirety by reference
to Delaware law and English law.
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England and Wales |
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Delaware |
| Number of Directors |
Under the Companies Act, a public
limited company must have at least two directors and the number of
directors may be fixed by or in the manner provided in a company’s
articles of association. |
|
Under Delaware law, a corporation
must have at least one director and the number of directors shall
be fixed by or in the manner provided in the bylaws. |
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| Removal of Directors |
Under the Companies Act,
shareholders may remove a director without cause by an ordinary
resolution (which is passed by a simple majority of those voting in
person or by proxy at a general meeting) irrespective of any
provisions of any service contract the director has with the
company, provided 28 clear days’ notice of the resolution has been
given to the company and its shareholders. On receipt of notice of
an intended resolution to remove a director, the company must
forthwith send a copy of the notice to the director concerned.
Certain other procedural requirements under the Companies Act must
also be followed such as allowing the director to make
representations against his or her removal either at the meeting or
in writing. |
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Under Delaware law, any director
or the entire board of directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except (a) unless the certificate
of incorporation provides otherwise, in the case of a corporation
whose board of directors is classified, shareholders may effect
such removal only for cause, or (b) in the case of a corporation
having cumulative voting, if less than the entire board of
directors is to be removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the entire
board of directors, or, if there are classes of directors, at an
election of the class of directors of which he is a
part. |
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Vacancies on the
Board of Directors |
Under English law, the procedure
by which directors (other than a company’s initial directors) are
appointed is generally set out in a company’s articles of
association, provided that where two or more persons are appointed
as directors of a public limited company by a single resolution of
the shareholders such resolution must not be put to shareholders
unless a resolution that it should be so made has first been agreed
to by the shareholders without any vote being against
it. |
|
Under Delaware law, vacancies and
newly created directorships may be filled by a majority of the
directors then in office (even though less than a quorum) or by a
sole remaining director unless (a) otherwise provided in the
certificate of incorporation or by-laws of the corporation or (b)
the certificate of incorporation directs that a particular class of
stock is to elect such director, in which case a majority of the
other directors elected by such class, or a sole remaining director
elected by such class, will fill such vacancy. |
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Annual General
Meeting |
Under the Companies Act, a public
limited company must hold an annual general meeting in each
six-month period beginning with the day following the company’s
annual accounting reference date. |
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Under Delaware law, the annual
meeting of stockholders shall be held at such place, on such date
and at such time as may be designated from time to time by the
board of directors or as provided in the certificate of
incorporation or by the bylaws. |
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| General Meeting |
Under the Companies Act, a general meeting of the shareholders of a
public limited company may be called by the directors.
Shareholders holding at least 5% of the paid-up capital of the
company carrying voting rights at general meetings can require the
directors to call a general meeting and, if the directors fail to
do so within a prescribed period, may themselves, or any of them
representing more than one half of the total voting rights of all
of them, call a general meeting.
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Under Delaware law, special
meetings of the stockholders may be called by the board of
directors or by such person or persons as may be authorized by the
certificate of incorporation or by the bylaws. |
Notice of
General
Meetings |
Under the
Companies Act, 21 clear days’ notice must be given for an annual
general meeting and any resolutions to be proposed at the meeting.
Subject to a company’s articles of association providing for a
longer period, at least 14 clear days’ notice is required for any
other general meeting of a public limited company which fulfil
certain conditions. In addition, certain matters, such as
resolutions to remove directors or auditors, require special
notice, which is 28 clear days’ notice. The shareholders of a
company may in all cases consent to a shorter notice period, the
proportion of shareholders’ consent required being 100% of those
entitled to attend and vote in the case of an annual general
meeting and, in the case of any other general meeting, a majority
in number of the shareholders having a right to attend and vote at
the meeting, being a majority who together hold not less than 95%
in nominal value of the shares giving a right to attend and vote at
the meeting. |
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Under Delaware
law, unless otherwise provided in the certificate of incorporation
or bylaws, written notice of any meeting of the stockholders must
be given to each stockholder entitled to vote at the meeting not
less than 10 nor more than 60 days before the date of the meeting
and shall specify the place, date, hour, and purpose or purposes of
the meeting. |
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| Quorum |
Subject to the provisions of a
company’s articles of association, the Companies Act provides that
two shareholders present at a meeting (in person, by proxy or
authorized under the Companies Act) shall constitute a quorum for
companies with more than one shareholder. |
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The certificate of incorporation
or bylaws may specify the number of shares, the holders of which
shall be present or represented by proxy at any meeting in order to
constitute a quorum, but in no event shall a quorum consist of less
than one third of the shares entitled to vote at the meeting. In
the absence of such specification in the certificate of
incorporation or bylaws, a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a
quorum at a meeting of stockholders. |
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| Proxy |
Under the Companies Act, at any
meeting of shareholders, a shareholder may designate another person
to attend, speak and vote at the meeting on their behalf by
proxy. |
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Under Delaware law, at any
meeting of stockholders, a stockholder may designate another person
to act for such stockholder by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A director of a Delaware
corporation may not issue a proxy representing the director’s
voting rights as a director. |
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| Pre-emptive Rights |
Under the Companies Act, “equity
securities”, being (i) shares in the company other than shares
that, with respect to dividends and capital, carry a right to
participate only up to a specified amount in a distribution
(“ordinary shares”) or (ii) rights to subscribe for, or to convert
securities into, ordinary shares, proposed to be allotted for cash
must be offered first to the existing equity shareholders in the
company in proportion to the respective nominal value of their
holdings, unless the period during which any such offer may be
accepted as expired or the company has received notice of
acceptance of refusal, or an exception applies or a special
resolution to the contrary has been passed by shareholders in a
general meeting or the articles of association provide otherwise
(in each case in accordance with the provisions of the Companies
Act). |
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Under Delaware law, shareholders
have no preemptive rights to subscribe to additional issues of
stock or to any security convertible into such stock unless, and
except to the extent that, such rights are expressly provided for
in the certificate of incorporation. |
| Authority to Allot |
Under the
Companies Act, the directors of a company must not allot shares or
grant rights to subscribe for or to convert any security into
shares unless an exception applies or an ordinary resolution to the
contrary has been passed by shareholders in a general meeting or
the articles of association provide otherwise (in each case in
accordance with the provisions of the Companies Act). |
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Under Delaware
law, if the corporation’s charter or certificate of incorporation
so provides, the board of directors has the power to authorize the
issuance of stock. It may authorize capital stock to be issued for
consideration consisting of cash, any tangible or intangible
property or any benefit to the corporation or any combination
thereof. It may determine the amount of such consideration by
approving a formula. In the absence of actual fraud in the
transaction, the judgment of the directors as to the value of such
consideration is conclusive. |
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Liability of Directors
and Officers |
Under the Companies Act, any provision (whether contained in a
company’s articles of association or any contract or otherwise)
that purports to exempt a director of a company, to any extent,
from any liability that would otherwise attach to him in connection
with any negligence, default, breach of duty or breach of trust in
relation to the company is void.
Any provision by which a company directly or indirectly provides an
indemnity, to any extent, for a director of the company or of an
associated company against any liability attaching to him in
connection with any negligence, default, breach of duty or breach
of trust in relation to the company of which he is a director is
also void except as permitted by the Companies Act, which provides
exceptions for the company to (a) purchase and maintain insurance
against such liability; (b) provide a “qualifying third party
indemnity” (being an indemnity against liability incurred by the
director to a person other than the company or an associated
company); and (c) provide a “qualifying pension scheme indemnity”
(being an indemnity against liability incurred in connection with
the company’s activities as trustee of an occupational pension
plan).
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Under Delaware law, a corporation’s certificate of incorporation
may include a provision eliminating or limiting the personal
liability of a director to the corporation and its stockholders for
damages arising from a breach of fiduciary duty as a director.
However, no provision can limit the liability of a director
for:
• any breach of the director’s
duty of loyalty to the corporation or its stockholders;
• acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation
of law;
• intentional or negligent
payment of unlawful dividends or stock purchases or redemptions;
or
• any transaction from which the
director derives an improper personal benefit.
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| Voting Rights |
Under the model articles of public companies, unless a poll is
demanded by the shareholders of a company or is required by the
chairman of the meeting or by the company’s articles of
association, shareholders shall vote on all resolutions on a show
of hands. Under the Companies Act, a poll may be demanded by (a)
not fewer than five shareholders having the right to vote on the
resolution; (b) any shareholder(s) representing not less than 10%
of the total voting rights of all the shareholders having the right
to vote on the resolution; or (c) any shareholder(s) holding shares
in the company conferring a right to vote on the resolution being
shares on which an aggregate sum has been paid up equal to not less
than 10% of the total sum paid up on all the shares conferring that
right. A company’s articles of association may provide more
extensive rights for shareholders to call a poll.
Under English law, an ordinary resolution is passed on a show of
hands if it is approved by a simple majority (more than 50%) of the
votes cast by shareholders present (in person or by proxy) and
entitled to vote. If a poll is demanded, an ordinary resolution is
passed if it is approved by holders representing a simple majority
of the total voting rights of shareholders present, in person or by
proxy, who, being entitled to vote, vote on the resolution. Special
resolutions require the affirmative vote of not less than 75% of
the votes cast by shareholders present, in person or by proxy, at
the meeting.
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Delaware law provides that,
unless otherwise provided in the certificate of incorporation, each
stockholder is entitled to one vote for each share of capital stock
held by such stockholder. |
Shareholder
Vote on
Certain Transactions |
The Companies Act provides for schemes of arrangement, which are
arrangements or compromises between a company and any class of
shareholders or creditors that are used in certain types of
reconstructions, amalgamations, capital reorganizations or
takeovers. These arrangements require:
• the approval at a
shareholders’ or creditors’ meeting convened by order of the court,
of a majority in number of shareholders or creditors representing
75% in value of the capital held by, or a class thereof, the class
of shareholders or creditors, or class thereof present and voting,
either in person or by proxy; and
• the approval of the
court.
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Generally, under Delaware law, unless the certificate of
incorporation provides for the vote of a larger portion of the
stock, completion of a merger, consolidation, sale, lease or
exchange of all or substantially all of a corporation’s assets or
dissolution requires:
• the approval of the board of
directors; and
• approval by the vote of the
holders of a majority of the outstanding stock or, if the
certificate of incorporation provides for more or less than one
vote per share, a majority of the votes of the outstanding stock of
a corporation entitled to vote on the matter.
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Standard of Conduct
for Directors |
Under English law, a director owes various statutory and fiduciary
duties to the company, including:
• to act in the way he
considers, in good faith, would be most likely to promote the
success of the company for the benefit of its shareholders as a
whole, subject in certain specified circumstances to consider or
act in the interests of the creditors of the company;
• to avoid a situation in which
he has, or can have, a direct or indirect interest that conflicts,
or possibly conflicts, with the interests of the company;
• to act in accordance with the
company’s constitution and only exercise his powers for the
purposes for which they are conferred;
• to exercise independent
judgement;
• to exercise reasonable care,
skill and diligence;
• not to accept benefits from a
third party conferred by reason of his being a director or doing,
or not doing, anything as a director; and
• a duty to declare any interest
that he has, whether directly or indirectly, in a proposed or
existing transaction or arrangement with the company.
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Delaware law does not contain specific provisions setting forth the
standard of conduct of a director. The scope of the fiduciary
duties of directors is generally determined by the courts of the
State of Delaware. In general, directors have a duty to act without
self-interest, on a well-informed basis and in a manner they
reasonably believe to be in the best interest of the
stockholders.
Directors of a Delaware corporation owe fiduciary duties of care
and loyalty to the corporation and to its shareholders. The duty of
care generally requires that a director act in good faith, with the
care that an ordinarily prudent person would exercise under similar
circumstances. Under this duty, a director must inform himself of
all material information reasonably available regarding a
significant transaction. The duty of loyalty requires that a
director act in a manner he reasonably believes to be in the best
interests of the corporation. He must not use his corporate
position for personal gain or advantage. In general, but subject to
certain exceptions, actions of a director are presumed to have been
made on an informed basis, in good faith and in the honest belief
that the action taken was in the best interests of the corporation.
However, this presumption may be rebutted by evidence of a breach
of one of the fiduciary duties. Delaware courts have also imposed a
heightened standard of conduct upon directors of a Delaware
corporation who take any action designed to defeat a threatened
change in control of the corporation.
In addition, under Delaware law, when
the board of directors of a Delaware corporation approves the sale
or break-up of a corporation, the board of directors may, in
certain circumstances, have a duty to obtain the highest value
reasonably available to the shareholders.
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Shareholder
Litigation |
Under English
law, generally, the company, rather than its shareholders, is the
proper claimant in an action in respect of a wrong done to the
company or where there is an irregularity in the company’s internal
management. Notwithstanding this general position, the Companies
Act provides that (i) a court may allow a shareholder to bring a
derivative claim (that is, an action in respect of and on behalf of
the company) in respect of a cause of action arising from an act or
omission involving a director’s negligence, default, breach of duty
or breach of trust and (ii) a shareholder may bring a claim for a
court order where the company’s affairs have been or are being
conducted in a manner that is unfairly prejudicial to some or all
of its shareholders. |
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Under Delaware law, a stockholder may initiate a derivative action
to enforce a right of a corporation if the corporation fails to
enforce the right itself. The complaint must:
• state that the plaintiff was a
stockholder at the time of the transaction of which the plaintiff
complains or that the plaintiffs shares thereafter devolved on the
plaintiff by operation of law; and
• allege with particularity the
efforts made by the plaintiff to obtain the action the plaintiff
desires from the directors and the reasons for the plaintiff’s
failure to obtain the action; or
• State the reasons for not
making the effort.
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Additionally, the plaintiff must
remain a stockholder through the duration of the derivative suit.
The action will not be dismissed or compromised without the
approval of the Delaware Court of Chancery. |
Listing
The ADSs are listed on The Nasdaq Capital Market under the symbol
“MTP”.
Transfer Agent and Registrar
Our share register is maintained by our registrar, Neville
Registrars Limited. The transfer agent and registrar for our ADSs
is Computershare.
DESCRIPTION OF
WARRANTS
General
We may issue warrants to purchase our ordinary shares represented
by ADSs in one or more series together with other securities or
separately, as described in the applicable prospectus supplement.
Below is a description of certain general terms and provisions of
the warrants that we may offer. Particular terms of the warrants
will be described in the warrant agreements and the prospectus
supplement relating to the warrants.
The applicable prospectus supplement will contain, where
applicable, the following terms of and other information relating
to the warrants:
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the specific designation and aggregate number of, and the price
at which we will issue, the warrants; |
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the currency or currency units in which the offering price, if
any, and the exercise price payable; |
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the designation, amount and terms of the securities purchasable
upon exercise of the warrants; |
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if applicable, the exercise price for our ADSs and the number
of ADSs to be received upon exercise; |
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the date on which the right to exercise the warrants will begin
and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the
specific date or dates on which you may exercise the warrants; |
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whether the warrants will be issued in fully registered form or
bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included
in a unit will correspond to the form of the unit and of any
security included in that unit; |
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any applicable material U.S. federal income tax consequences
and any applicable material U.K. tax consequences; |
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the identity of the warrant agent for the warrants and of any
other depositaries, execution or paying agents, transfer agents,
registrars or other agents; |
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the proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities
exchange; |
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if applicable, the date from and after which the warrants and
the ADSs will be separately transferable; |
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if applicable, the minimum or maximum amount of the warrants
that may be exercised at any one time; |
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information with respect to book-entry procedures, if any; |
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the anti-dilution provisions of the warrants, if any; |
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any redemption or call provisions, if any; |
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whether the warrants may be sold separately or with other
securities as parts of units; and |
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any additional terms of the warrants, including terms,
procedures and limitations relating to the exchange and exercise of
the warrants. |
Transfer Agent and Registrar
The transfer agent and registrar for any warrants will be set forth
in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The following description, together with the additional information
that we include in any applicable prospectus supplements summarizes
the material terms and provisions of the units that we may offer
under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this
prospectus, we will describe the particular terms of any series of
units in more detail in the applicable prospectus supplement. The
terms of any units offered under a prospectus supplement may differ
from the terms described below.
We will incorporate by reference from reports that we file with the
SEC, the form of unit agreement that describes the terms of the
series of units we are offering, and any supplemental agreements,
before the issuance of the related series of units. The following
summaries of material terms and provisions of the units are subject
to, and qualified in their entirety by reference to, all the
provisions of the unit agreement and any supplemental agreements
applicable to a particular series of units. We urge you to read the
applicable prospectus supplements related to the particular series
of units that we may offer under this prospectus, as well as any
related free writing prospectuses and the complete unit agreement
and any supplemental agreements that contain the terms of the
units.
General
We may issue units consisting of any combination of the other types
of securities offered under this prospectus in one or more series.
Each unit will be issued so that the holder of the unit is also the
holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each
security included in the unit. The unit agreement under which a
unit is issued may provide that the securities included in the unit
may not be held or transferred separately, at any time or at any
time before a specified date.
We will describe in the applicable prospectus supplement the terms
of the series of units being offered, including:
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the designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately; |
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any provisions of the governing unit agreement that differ from
those described below; and |
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any provisions for the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the
units. |
The provisions described in this section, as well as those set
forth in any prospectus supplement or as described under
“Description of Share Capital,” “Description of American Depositary
Shares,” and “Description of Warrants,” will apply to each unit, as
applicable, and to any ordinary shares represented by ADSs or
warrant included in each unit, as applicable.
Unit Agent
The name and address of the unit agent, if any, for any units we
offer will be set forth in the applicable prospectus
supplement.
Issuance in Series
We may issue units in such amounts and in such numerous distinct
series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable
unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or
trust company may act as a unit agent for more than one series of
units. A unit agent will have no duty or responsibility in case of
any default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a
unit may, without the consent of the related unit agent or the
holder of any other unit, enforce by appropriate legal action its
rights as holder under any security included in the unit.
DESCRIPTION OF AMERICAN
DEPOSITARY SHARES
General
Our ADSs are deposited pursuant to the Amended and Restated Deposit
Agreement dated February 8, 2021, among the Company, The Bank of
New York Mellon as depositary, ands owners and holders of ADSs. The
depositary registers
and delivers the ADSs. Each ADS represents five
ordinary shares (or a right to receive five ordinary shares)
deposited with The Bank of New York Mellon, London Branch, or any
successor, as custodian for the depositary. Each ADS also
represents any other securities, cash or other property that may be
held by the depositary. The deposited ordinary shares together with
any other securities, cash or other property held by the depositary
are referred to as the deposited securities. The depositary’s
office at which the ADSs are administered and its principal
executive office are located at 240 Greenwich Street, New York, New
York 10286.
You may hold ADSs either (1) directly (a) by having an American
Depositary Receipt, or ADR, which is a certificate evidencing a
specific number of ADSs, registered in your name, or (b) by having
ADSs registered in your name in the Direct Registration System, or
(2) indirectly by holding a security entitlement in ADSs through
your broker or other financial institution. If you hold ADSs
directly, you are a registered ADS holder. This description assumes
you are a ADS holder. If you hold the ADSs indirectly, you must
rely on the procedures of your broker or other financial
institution to assert the rights of ADS holders described in this
section. You should consult with your broker or financial
institution to find out what those procedures are.
The Direct Registration System, or DRS, is a system administered by
The Depository Trust Company, or DTC, pursuant to which the
depositary may register the ownership of uncertificated ADSs, which
ownership is confirmed by periodic statements sent by the
depositary to the registered holders of uncertificated ADSs.
ADS holders are not treated as shareholders and do not have
shareholder rights. English law governs shareholder rights. The
depositary is the holder of the ordinary shares underlying the
ADSs. As a holder of ADSs, you will have ADS holder rights. A
deposit agreement among us, the depositary and you, as a ADS
holder, and all other persons directly and indirectly holding ADSs
sets out ADS holder rights as well as the rights and obligations of
the depositary. A copy of the deposit agreement is incorporated by
reference as an exhibit to our most recent Annual Report on Form
20-F. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the
deposit agreement. For more complete information, you should read
the entire deposit agreement and the form of ADS.
Dividends and Other Distributions
How will you receive dividends and other distributions on the
ordinary shares?
The depositary has agreed to pay you the cash dividends or other
distributions it or the custodian receives on ordinary shares or
other deposited securities, after deducting its fees and expenses.
As a ADS holder, you will receive these distributions in proportion
to the number of ordinary shares your ADSs represent.
Cash. We do not expect to declare or pay any cash dividends
or cash distributions on our ADSs for the foreseeable future. The
depositary will convert any cash dividend or other cash
distribution we pay on the ADSs or any net proceeds from the sale
of any ordinary shares, rights, securities or other entitlements
into U.S. dollars if it can do so on a reasonable basis and at the
then prevailing market rate, and can transfer the U.S. dollars to
the United States. If that is not possible and lawful or if any
government approval is needed and cannot be obtained, the deposit
agreement allows the depositary to distribute the foreign currency
only to those ADS holders to whom it is possible to do so. It will
hold the foreign currency it cannot convert for the account of the
ADS holders who have not been paid. It will not invest the foreign
currency and it will not be liable for any interest. Before making
a distribution, any taxes or other governmental charges, together
with fees and expenses of the depositary that must be paid, will be
deducted. See the section titled “Item 10 E. Additional
Information—Taxation” in our most recent Annual Report on Form
20-F for a summary of certain tax consequences in respect of
dividends or distributions to holders of ADSs. It will distribute
only whole U.S. dollars and cents and will round fractional cents
to the nearest whole cent. If the exchange rates fluctuate during a
time when the depositary cannot convert the foreign currency, you
may lose some or all of the value of the distribution.
Ordinary Shares. The depositary may distribute additional
ADSs representing any ordinary shares we distribute as a dividend
or free distribution to the extent reasonably practicable and
permissible under law. The depositary will only distribute whole
ADSs. If the depositary does not distribute additional ADSs, the
outstanding ADSs will also represent the new ordinary shares. The
depositary may sell a portion of the distributed ordinary shares
sufficient to pay its fees and expenses in connection with that
distribution.
Elective Distributions in Cash or Shares. If we offer
holders of our ordinary shares the option to receive dividends in
either cash or shares, the depositary, after consultation with us,
may make such elective distribution available to you as a holder of
the ADSs. We must first instruct the depositary to make such
elective distribution available to you. As a condition of making a
distribution election available to ADS holders, the depositary may
require satisfactory assurances from us that doing so would not
require registration of any securities under the Securities Act.
There can be no assurance that you will be given the opportunity to
receive elective distributions on the same terms and conditions as
the holders of ordinary shares, or at all.
Rights to Purchase Additional Ordinary Shares. If we offer
holders of our securities any rights to subscribe for additional
ordinary shares or any other rights, the depositary may make these
rights available to ADS holders. If the depositary decides it is
not legal and practical to make the rights available but that it is
practical to sell the rights, the depositary will use reasonable
efforts to sell the rights and distribute the proceeds in the same
way as it does with cash distributions. The depositary will allow
rights that are not distributed or sold to lapse. In that case, you
will receive no value for them.
If the depositary makes rights available to you, it will exercise
the rights and purchase the ordinary shares on your behalf and in
accordance with your instructions. The depositary will then deposit
the ordinary shares and deliver ADSs to you. It will only exercise
rights if you pay it the exercise price and any other charges the
rights require you to pay and comply with other applicable
instructions.
U.S. securities laws may restrict transfers and cancellation of the
ADSs representing ordinary shares purchased upon exercise of
rights. For example, you may not be able to trade these ADSs freely
in the United States. In this case, the depositary may deliver
restricted ADSs that have the same terms as the ADSs described in
this section except for changes needed to put the necessary
restrictions in place.
Other Distributions. The depositary will send to you
anything else we distribute to holders of deposited securities by
any means it determines is equitable and practicable. If it cannot
make the distribution proportionally among the owners, the
depositary may adopt another equitable and practical method. It may
decide to sell what we distributed and distribute the net proceeds,
in the same way as it does with cash. Or, it may decide to hold
what we distributed, in which case ADSs will also represent the
newly distributed property.
However, the depositary is not required to distribute any
securities (other than ADSs) to ADS holders unless it receives
satisfactory evidence from us that it is legal to make that
distribution. In addition, the depositary may sell a portion of the
distributed securities or property sufficient to pay its fees and
expenses in connection with that distribution.
Neither we nor the depositary are responsible for any failure to
determine that it may be lawful or feasible to make a distribution
available to any ADS holders. We have no obligation to register
ADSs, ordinary shares, rights or other securities under the
Securities Act. This means that you may not receive the
distributions we make on our ordinary shares or any value for them
if it is illegal or impractical for us to make them available to
you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposit
ordinary shares or evidence of rights to receive ordinary shares
with the custodian. Upon payment of its fees and expenses and of
any taxes or charges, such as stamp taxes or share transfer taxes
or fees, and delivery of any required endorsements, certifications
or other instruments of transfer required by the depositary, the
depositary will register the appropriate number of ADSs in the
names you request and will deliver the ADSs to or upon the order of
the person or persons that made the deposit.
How can ADS holders withdraw the deposited
securities?
You may surrender your ADSs at the depositary’s corporate trust
office. Upon payment of its fees and expenses and of any taxes or
charges, such as stamp taxes or share transfer taxes or fees, the
depositary will transfer and deliver the ordinary shares and any
other deposited securities underlying the ADSs to you or a person
designated by you at the office of the custodian or through a
book-entry delivery. Alternatively, at your request, risk and
expense, the depositary will transfer and deliver the deposited
securities at its corporate trust office, if feasible.
How do ADS holders interchange between certificated ADSs and
uncertificated ADSs?
You may surrender your ADRs to the depositary for the purpose of
exchanging your ADRs for uncertificated ADSs. The depositary will
cancel the ADRs and will send you a statement confirming that you
are the owner of uncertificated ADSs. Alternatively, upon receipt
by the depositary of a proper instruction from a registered holder
of uncertificated ADSs requesting the exchange of uncertificated
ADSs for certificated ADSs, the depositary will execute and deliver
to you an ADR evidencing those ADSs.
Voting Rights
How do you vote?
You may instruct the depositary to vote the number of whole
deposited ordinary shares your ADSs represent. The depositary will
notify you of shareholders’ meetings or other solicitations of
consents and arrange to deliver our voting materials to you if we
ask it to. Those materials will describe the matters to be voted on
and explain how you may instruct the depositary how to vote. For
instructions to be valid, they must reach the depositary by a date
set by the depositary.
The depositary will try, as far as practical, and subject to the
laws of England and Wales and our Articles of Association, to vote
or to have its agents vote the ordinary shares or other deposited
securities as instructed by ADS holders.
The depositary will only vote or attempt to vote as you instruct or
as described above. If we ask the depositary to solicit the ADS
holders’ instructions to vote and a ADS holder fails to instruct
the depositary as to the manner in which to vote by the specified
date, such ADS holder will be deemed to have given a discretionary
proxy to a person designated by us to vote the number of deposited
securities represented by its ADSs, unless we notify the depositary
that we do not wish to receive a discretionary proxy, there is
substantial shareholder opposition to the particular question, or
the particular question would have an adverse impact on our
shareholders.
We cannot assure you that you will receive the voting materials in
time to ensure that you can instruct the depositary to vote your
ordinary shares. In addition, the depositary and its agents are not
responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions provided that any such
failure is in good faith. This means that you may not be able to
exercise your right to vote and there may be nothing you can do if
your ordinary shares are not voted as you requested.
In order to give you a reasonable opportunity to instruct the
depositary as to the exercise of voting rights relating to
deposited securities, if we request the depositary to act, we will
try to give the depositary notice of any such meeting and details
concerning the matters to be voted upon sufficiently in advance of
the meeting date.
Except as described above, you will not be able to exercise your
right to vote unless you withdraw the ordinary shares. However, you
may not know about the shareholder meeting far enough in advance to
withdraw the ordinary shares.
Fees and Expenses
What fees and expenses will you be responsible for
paying?
Pursuant to the terms of the deposit agreement, the holders of ADSs
will be required to pay the following fees:
Persons depositing or withdrawing our
ordinary
shares or ADS holders must pay: |
|
For: |
| 5.00 USD (or less) per 100 ADSs (or portion of
100 ADSs) |
|
Issue of ADSs, including issues
resulting from a distribution of our ordinary shares or rights or
other property |
| |
|
|
| |
|
Cancellation of ADSs for the purpose of
withdrawal, including if the deposit agreement
terminates |
| |
|
|
| 0.05 USD (or less) per ADS |
|
Any cash distribution to ADS
holders |
| |
|
|
| A fee equivalent to the fee that would be payable
if securities distributed to ADS holders had been our
ordinary shares and the ADSs had been deposited for issuance of
ADSs |
|
Distribution of securities distributed to holders
of deposited securities (including rights) that are distributed by
the depositary to ADS holders |
| |
|
|
| 0.05 USD (or less) per ADS per calendar
year |
|
Depositary services |
| |
|
|
| Registration or transfer fees |
|
Transfer and registration of shares
of our ordinary shares on our share register to or from the name of
the depositary or its agent when persons deposit or withdraw our
ordinary shares |
| |
|
|
| Expenses of the Depositary |
|
Cable and facsimile transmissions
(when expressly provided in the deposit agreement) |
| |
|
|
| |
|
Converting foreign currency to U.S.
dollars |
| |
|
|
| Taxes and other governmental charges the
depositary or the custodian has to pay on any ADS or our ordinary
shares underlying ADSs, such as stock transfer taxes, stamp duty or
withholding taxes |
|
As necessary |
| |
|
|
| Any charges incurred by the depositary or its
agents for servicing the deposited securities |
|
As necessary |
The depositary collects
its fees for delivery and surrender of ADSs directly from investors depositing
our ordinary shares or surrendering ADSs for the purpose of withdrawal or
from intermediaries acting for them. The depositary collects fees
for making distributions to investors by deducting those fees from
the amounts distributed or by selling a portion of distributable
property to pay the fees. The depositary may collect its annual fee
for depositary services by deduction from cash distributions or by
directly billing investors or by charging the book-entry system
accounts of participants acting for them. The depositary may
collect any of its fees by deduction from any cash distribution
payable (or by selling a portion of securities or other property
distributable) to ADS holders that are obligated to pay
those fees. The depositary may generally refuse to provide
fee-attracting services until its fees for those services are
paid.
In performing its duties under the deposit agreement, the
depositary may use brokers, dealers, foreign currency dealers or
other service providers that are owned by or affiliated with the
depositary and that may earn or share fees, spreads or
commissions.
The depositary may convert currency itself or through any of its
affiliates and, in those cases, acts as principal for its own
account and not as agent, advisor, broker or fiduciary on behalf of
any other person and earns revenue, including, without limitation,
transaction spreads, that it will retain for its own account. The
revenue is based on, among other things, the difference between the
exchange rate assigned to the currency conversion made under the
deposit agreement and the rate that the depositary or its affiliate
receives when buying or selling foreign currency for its own
account. The depositary makes no representation that the exchange
rate used or obtained in any currency conversion under the deposit
agreement will be the most favorable rate that could be obtained at
the time or that the method by which that rate will be determined
will be the most favorable to ADS holders, subject to the
depositary’s obligations under the deposit agreement. The
methodology used to determine exchange rates used in currency
conversions is available upon request.
The depositary has agreed to reimburse us for a portion of certain
expenses it incurs that are related to establishment and
maintenance of the ADR program. There are limits on the amount of
expenses for which the depositary will reimburse us, but the amount
of reimbursement available to us is not related to the amounts of
fees the depositary collects from investors. Further, the
depositary has agreed to reimburse us certain fees payable to the
depositary by holders of ADSs. Neither we nor the depositary can
determine the exact amount to be made available to us because (i)
the number of ADSs that will be issued and outstanding, (ii) the
level of service fees to be charged to holders of ADSs and (iii)
its reimbursable expenses related to the program are not known at
this time.
Payment of Taxes
ADS holders will be responsible for any taxes or other governmental
charges payable on their ADSs or on the deposited securities
represented by any of their ADSs. The depositary may refuse to
register any transfer of ADSs or allow a ADS holder to withdraw the
deposited securities represented by his or her ADSs until those
taxes or other charges are paid. It may apply payments owed to such
ADS holder or sell deposited securities represented by such D ADS
holder’s ADSs to pay any taxes owed and such ADS holder will remain
liable for any deficiency. If the depositary sells deposited
securities, it will, if appropriate, reduce the number of ADSs to
reflect the sale and pay to ADS holders any proceeds, or send to
ADS holders any property, remaining after it has paid the
taxes.
Reclassifications, Recapitalizations and Mergers
|
If we: |
|
Then: |
| · Change the nominal or par value of our ordinary
shares |
|
The cash, ordinary shares or other
securities received by the depositary will become deposited
securities. |
| |
|
|
| · Reclassify, split up or consolidate any of the
deposited securities |
|
Each ADS will automatically represent
its equal share of new deposited securities. |
| |
|
|
| · Distribute securities on the ordinary shares that
are not distributed to you |
|
The depositary may also deliver new ADSs or ask
you to surrender your outstanding ADRs in exchange for new ADRs
identifying the new deposited securities. The depositary may also
sell the new deposited securities and distribute the net proceeds
if we are unable to assure the depositary that the distribution (a)
does not require registration under the Securities Act or (b) is
exempt from registration under the Securities Act. |
| |
|
|
| · Recapitalize, reorganize, merge, liquidate, sell
all or substantially all of our assets, or take any similar
action |
|
Any replacement securities received
by the depositary shall be treated as newly deposited securities
and either the existing ADSs
or, if necessary,
replacement ADSs distributed by the depositary will
represent the replacement securities. The depositary may also sell
the replacement securities and distribute the net proceeds if the
replacement securities may not be lawfully distributed to
all ADS holders. |
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and
the ADRs without your consent for any reason. If an amendment adds
or increases fees or charges, except for taxes and other
governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or
prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary
notifies ADS holders of the amendment. At the time an amendment
becomes effective, you are considered, by continuing to hold your
ADSs, to agree to the amendment and to be bound by the ADRs and the
deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will terminate the deposit agreement at our
direction by mailing notice of termination to the ADS holders then
outstanding at least 30 days prior to the date fixed in such notice
for such termination. The depositary may also terminate the deposit
agreement by mailing a notice of termination to us and the ADS
holders if 60 days have passed since the depositary told us it
wants to resign but a successor depositary has not been appointed
and accepted its appointment.
After termination, the depositary and its agents will do the
following under the deposit agreement but nothing else: collect
distributions on the deposited securities, sell rights and other
property, and deliver ordinary shares and other deposited
securities upon cancellation of ADSs. Four months after
termination, the depositary may sell any remaining deposited
securities by public or private sale. After that, the depositary
will hold the money it received on the sale, as well as any other
cash it is holding under the deposit agreement for the pro rata
benefit of the ADS holders that have not surrendered their ADSs. It
will not invest the money and has no liability for interest. The
depositary’s only obligations will be to account for the money and
other cash. After termination our only obligations under the
deposit agreement will be to indemnify the depositary and to pay
fees and expenses of the depositary that we agreed to pay and we
will not have any obligations thereunder to current or former ADS
holders.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the
Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the
obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
|
· |
are only obligated to take the
actions specifically set forth in the deposit agreement without
negligence or bad faith; |
|
· |
are not liable if we are or it is
prevented or delayed by law or by events or circumstances beyond
our or its ability to prevent or counteract with reasonable care or
effort from performing our or its obligations under the deposit
agreement; |
|
· |
are not liable if we or it
exercises discretion permitted under the deposit agreement; |
|
· |
are not liable for the inability of
any holder of ADSs to benefit from any distribution on deposited
securities that is not made available to holders of ADSs under the
terms of the deposit agreement, or for any special, consequential
or punitive damages for any breach of the terms of the deposit
agreement; |
|
· |
have no obligation to become
involved in a lawsuit or other proceeding related to the ADSs or
the deposit agreement on your behalf or on behalf of any other
person; |
|
· |
may rely upon any documents we
believe or it believes in good faith to be genuine and to have been
signed or presented by the proper person; |
|
· |
are not liable for the acts or
omissions of any securities depository, clearing agency or
settlement system; and |
|
· |
the depositary has no duty to make
any determination or provide any information as to our tax status,
or any liability for any tax consequences that may be incurred by
ADS holders as a result of owning or holding Depositary Shares or
be liable for the inability or failure of an ADS holder to obtain
the benefit of a foreign tax credit, reduced rate of withholding or
refund of amounts withheld in respect of tax or any other tax
benefit. |
In the deposit agreement, we and the depositary agree to indemnify
each other under certain circumstances. Additionally, we, the
depositary and each owner and holder, to the fullest extent
permitted by applicable law, waive the right to a jury trial in an
action against us or the depositary arising out of or relating to
the deposit agreement.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs,
make a distribution on ADSs, or permit withdrawal of ordinary
shares, the depositary may require:
|
· |
payment of stock transfer or other
taxes or other governmental charges and transfer or registration
fees charged by third parties for the transfer of any ordinary
shares or other deposited securities; |
|
· |
satisfactory proof of the identity
and genuineness of any signature or other information it deems
necessary; and |
|
· |
compliance with regulations it may
establish, from time to time, consistent with the deposit
agreement, including presentation of transfer documents. |
The depositary may refuse to deliver ADSs or register transfers of
ADSs when the transfer books of the depositary or our transfer
books are closed or at any time if the depositary or we think it
advisable to do so.
Your Right to Receive the Ordinary Shares Underlying your
Depositary Shares
ADS holders have the right to cancel their ADSs and withdraw the
underlying ordinary shares at any time except:
|
· |
when temporary delays arise
because: (i) the depositary has closed its transfer books or we
have closed our transfer books; (ii) the transfer of ordinary
shares is blocked to permit voting at a shareholders’ meeting; or
(iii) we are paying a dividend on our ordinary shares; |
|
· |
when you owe money to pay fees,
taxes and similar charges; or |
|
· |
when it is necessary to prohibit
withdrawals in order to comply with any laws or governmental
regulations that apply to ADSs or to the withdrawal of ordinary
shares or other deposited securities. |
This right of withdrawal may not be limited by any other provision
of the deposit agreement.
Pre-release of Depositary Shares
The deposit agreement permits the depositary to deliver ADSs before
deposit of the underlying ordinary shares. This is called a
pre-release of the ADSs. The depositary may also deliver ordinary
shares upon cancellation of pre-released ADSs (even if the ADSs are
canceled before the pre-release transaction has been closed out). A
pre-release is closed out as soon as the underlying ordinary shares
are delivered to the depositary.
The depositary may receive ADSs instead of ordinary shares to close
out a pre-release. The depositary may pre-release ADSs only under
the following conditions: (1) before or at the time of the
pre-release, the person to whom the pre-release is being made
represents to the depositary in writing that it or its customer
owns the ordinary shares or ADSs to be deposited; (2) the
pre-release is fully collateralized with cash or other collateral
that the depositary considers appropriate; and (3) the depositary
must be able to close out the pre-release on not more than five
business days’ notice. In addition, the depositary will limit the
number of ADSs that may be outstanding at any time as a result of
prerelease to 30% of the number of deposited shares, although the
depositary may disregard this limit from time to time if it
determines it is appropriate to do so.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement
acknowledge that the DRS and Profile Modification System, or
Profile, will apply to uncertificated ADSs upon acceptance thereof
to DRS by DTC. DRS is the system administered by DTC under which
the depositary may register the ownership of uncertificated ADSs
and such ownership will be evidenced by periodic statements sent by
the depositary to the registered holders of uncertificated ADSs.
Profile is a required feature of DRS that allows a DTC participant,
claiming to act on behalf of a registered holder of ADSs, to direct
the depositary to register a transfer of those ADSs to DTC or its
nominee and to deliver those ADSs to the DTC account of that DTC
participant without receipt by the depositary of prior
authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and
procedures relating to DRS/Profile, the parties to the deposit
agreement understand that the depositary will not determine whether
the DTC participant that is claiming to be acting on behalf of an
ADS holder in requesting registration of transfer and delivery
described in the paragraph above has the actual authority to act on
behalf of the ADS holder (notwithstanding any requirements under
the Uniform Commercial Code). In the deposit agreement, the parties
agree that the depositary’s reliance on and compliance with
instructions received by the depositary through the DRS/Profile
System and in accordance with the deposit agreement will not
constitute negligence or bad faith on the part of the
depositary.
Shareholder Communications; Inspection of Register of Holders of
Depositary Shares
The depositary will make available for your inspection at its
office all communications that it receives from us as a holder of
deposited securities that we make generally available to holders of
deposited securities. The depositary will send you copies of those
communications or otherwise make those communications available to
you if we ask it to. You have a right to inspect the register of
holders of ADSs, but not for the purpose of contacting those
holders about a matter unrelated to our business or the ADSs.
EXPENSES
The following is an estimate of the expenses (all of which are to
be paid by us) that we may incur in connection with the securities
being registered hereby, other than the SEC registration fee.
| SEC registration fee |
|
$ |
0 |
|
| FINRA filing fee |
|
|
4,250 |
|
| Legal fees and expenses |
|
|
(1 |
) |
| Accounting fees and expenses |
|
|
(1 |
) |
| Printing expenses |
|
|
(1 |
) |
| Miscellaneous expenses |
|
|
(1 |
) |
| |
|
|
|
|
| Total |
|
$ |
(1 |
) |
(1) These fees are
calculated based on the securities offered and the number of
issuances and accordingly cannot be estimated at this time.
LEGAL MATTERS
Unless the applicable prospectus supplement indicates otherwise,
the validity of the warrants and units governed by U.S. law and
certain other matters of U.S. law will be passed upon for us by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Unless the
applicable prospectus supplement indicates otherwise, the validity
of our ordinary shares underlying the ADSs and certain matters
governed by English law will be passed on for us by Brown Rudnick LLP.
Additional legal matters may be passed upon for any underwriters,
dealers or agents by counsel that we will name in the applicable
prospectus supplement.
EXPERTS
The financial statements as of December 31, 2021, and for the each
of the two years in the period then ended, incorporated by
reference into this prospectus have been so incorporated in
reliance on a report of Mazars LLP, an independent registered
accounting firm, given on authority of said firm as experts in
auditing and accounting. The report on the financial statements for
the year ended December 31, 2021 contains an explanatory paragraph
regarding our ability to continue as a going concern.
Mazars LLP, London, United Kingdom, is a member of the Institute of
Chartered Accountants in England and Wales.
The financial statements as of December 31, 2019 and for the year
then ended, incorporated by reference in this Prospectus and in the
Registration Statement have been so incorporated in reliance on the
report of BDO LLP, an independent registered public accounting
firm, incorporated herein by reference, given on the authority of
said firm as experts in auditing and accounting. The report on the
financial statements for the year ended December 31, 2019 contains
an explanatory paragraph regarding the Company’s ability to
continue as a going concern.
BDO LLP, Reading, United Kingdom, is a member of the Institute of
Chartered Accountants in England and Wales.
ENFORCEMENT OF
JUDGMENTS
We are a public limited company incorporated under the laws of
England and Wales. Certain of our directors and executive officers
and experts named in this prospectus reside outside of the United
States, and all or a substantial portion of our assets and the
assets of such persons are located outside the United States. As a
result, it may be difficult for an investor to serve process on us
or our directors and executive officers or to compel any of them to
appear in Court in the United States or to enforce judgments
obtained in U.S. courts against them or us, including judgments
based on civil liability provisions of the securities laws of the
United States. In addition, awards of punitive damages in actions
brought in the United States or elsewhere may be unenforceable in
the United Kingdom. An award for monetary damages under the U.S.
securities laws would be considered punitive in the United Kingdom
if it does not seek to compensate the claimant for loss or damage
suffered and is intended to punish the defendant. The
enforceability of any judgment in the United Kingdom will depend on
the particular facts of the case as well as the laws and treaties
in effect at the time. The United States and the United Kingdom do
not currently have a treaty providing for the mutual recognition
and enforcement of judgments (other than arbitration awards) in
civil and commercial matters.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the periodic reporting and other informational
requirements of the Exchange Act. Under the Exchange Act, we file
Annual Reports and other information with the SEC. As a foreign
private issuer, we are exempt from, among other things, the rules
under the Exchange Act prescribing the furnishing and content of
proxy statements and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange
Act.
The SEC maintains a web site that contains reports and information
statements and other information about issuers, such as us, who
file electronically with the SEC. The address of that website is
www.sec.gov.
This prospectus and any prospectus supplement are part of a
registration statement that we filed with the SEC and do not
contain all of the information in the registration statement. The
full registration statement may be obtained from the SEC or us, as
provided below. Forms of the documents establishing the terms of
the offered securities are or may be filed as exhibits to the
registration statement of which this prospectus forms a part.
Statements in this prospectus or any prospectus supplement about
these documents are summaries and each statement is qualified in
all respects by reference to the document to which it refers. You
should refer to the actual documents for a more complete
description of the relevant matters. You may inspect a copy of the
registration statement through the SEC’s website, as provided
above.
We also maintain a website at www.midatechpharma.com through
which you can access our SEC filings. The information set forth on
our website is not part of this prospectus.
INCORPORATION OF
DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” information that we
file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We filed a registration statement on Form F-3 under
the Securities Act of 1933, as amended, with the SEC with respect
to the securities we may offer pursuant to this prospectus. This
prospectus omits certain information contained in the registration
statement, as permitted by the SEC. You should refer to the
registration statement, including the exhibits, for further
information about us and the securities we may offer pursuant to
this prospectus. Statements in this prospectus regarding the
provisions of certain documents filed with, or incorporated by
reference in, the registration statement are not necessarily
complete and each statement is qualified in all respects by that
reference. Copies of all or any part of the registration statement,
including the documents incorporated by reference or the exhibits,
may be obtained upon payment of the prescribed rates at the offices
of the SEC listed above in “Where You Can Find More Information.”
The documents we are incorporating by reference are:
|
· |
our Annual Report on Form 20-F for
the year ended December 31, 2021, filed with the SEC on April 26,
2022; |
|
· |
our Reports on Form 6-K furnished
to the SEC on January 18, 2022, March 8, 2022, March 9, 2022, April
14, 2022, April 26, 2022, June 6, 2022, June 10, 2022, June 21,
2022, September 14, 2022 (both filings), and October 4, 2022, that
we incorporate by reference into this prospectus; and |
|
· |
the description of ADSs
representing our ordinary shares contained in our Registration
Statement on Form 8-A originally filed with the SEC on December 2,
2015, and as amended on April 30, 2021, including any amendments or
reports filed for the purpose of updating such description. |
We are also incorporating by reference all subsequent Annual
Reports on Form 20-F that we file with the SEC and certain reports
on Form 6-K that we furnish to the SEC after the date of this
prospectus (if they state that they are incorporated by reference
into this prospectus) prior to the termination of this offering. In
all cases, you should rely on the later information over different
information included in this prospectus or any accompanying
prospectus supplement.
Unless expressly incorporated by reference, nothing in this
prospectus shall be deemed to incorporate by reference information
furnished to, but not filed with, the SEC. Copies of all documents
incorporated by reference in this prospectus, other than exhibits
to those documents unless such exhibits are specifically
incorporated by reference in this prospectus, will be provided at
no cost to each person, including any beneficial owner, who
receives a copy of this prospectus on the written or oral request
of that person made to:
Midatech Pharma PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
+44
29 2048 0180
You may also access these documents on our website,
www.midatechpharma.com. The information contained on, or
that can be accessed through, our website is not a part of this
prospectus. We have included our website address in this prospectus
solely as an inactive textual reference.
You should rely only on information contained in, or incorporated
by reference into, this prospectus. We have not authorized anyone
to provide you with information different from that contained in
this prospectus or incorporated by reference in this prospectus. We
are not making offers to sell the securities in any jurisdiction in
which such an offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make such offer or
solicitation.
MIDATECH PHARMA PLC
393,973 AMERICAN DEPOSITARY SHARES
REPRESENTING 9,849,325 ORDINARY SHARES
PROSPECTUS SUPPLEMENT
Ladenburg Thalmann
The date of this prospectus supplement is December 13,
2022
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