TIDMGWP
RNS Number : 8903M
GW Pharmaceuticals PLC
19 October 2016
GW Pharmaceuticals plc Announces Intention to Continue Trading
Exclusively on NASDAQ and Planned Cancellation of Trading of
Ordinary Shares on AIM
GW remains headquartered in UK and continues to expand UK
operations
London, UK, October 19 2016: GW Pharmaceuticals plc (Nasdaq:
GWPH, AIM: GWP, "GW" or "the Company"), a biopharmaceutical company
focused on discovering, developing and commercializing novel
therapeutics from its proprietary cannabinoid product platform,
today announced the Company's intention to cancel the admission of
its 0.1 pence ordinary shares (Ordinary Shares) to trading on AIM
on 5 December, 2016. The last day of trading on AIM will be 2
December, 2016. GW will retain its U.S. listing on the NASDAQ Stock
Exchange of American Depositary Receipts (ADRs) under ticker symbol
GWPH. Existing holders of ADRs do not need to take any action as a
result of this announcement.
"Since listing on NASDAQ in 2013, GW has raised nearly $800
million largely from U.S. investors which has helped transform our
business and its prospects. With the vast majority of shares now
held and traded in the U.S. in the form of ADRs, the time is right
to reduce the complexity and expense of a dual listing," stated
Justin Gover, GW's Chief Executive Officer. "The proposed
cancellation of the AIM listing has no impact on GW's UK presence,
which has significantly increased in recent years. We remain firmly
committed to bringing important products to the global market,
products that are both researched and manufactured in the UK."
At the date of this announcement, 78 percent of GW's Ordinary
Shares are held in ADR form and tradeable on the NASDAQ market with
approximately 94 percent of trading in the last six months taking
place on the NASDAQ market. All shareholders who have not already
converted their Ordinary Shares into ADRs are able to do so at any
time. Following cancellation of the AIM listing, shares will only
be tradeable on the NASDAQ market in the United States.
Following the cancellation of the AIM listing, GW will continue
to be headquartered and domiciled in the UK, will continue to
comply fully with the requirements of the Companies Act, will be
subject to the UK Takeover Code, and will be subject to UK
corporation tax. GW currently has 420 employees in the UK and
expects this number to continue to increase as it prepares for
global regulatory submissions and approvals of Epidiolex, its
investigational product for the treatment of a number of rare
childhood-onset epilepsy disorders, as well as advance its
cannabinoid product pipeline.
Background
Having been listed on the AIM market of the London Stock
exchange since 2001, GW completed a successful Initial Public
Offering (IPO) on the NASDAQ Global exchange in May 2013, with the
result that a dual listing was achieved. The liquidity of trading
of GW's shares was immediately enhanced by the NASDAQ listing and
demand from U.S. investors following material corporate progress
has led to share price growth and rapid increase in the proportion
of GW's shares that are held through NASDAQ.
GW believes that this trend is likely to continue, leading to a
further reduction in the proportion of shares held and traded
through AIM. The Company expects that continuation of the decline
in proportion of shares held and traded through AIM is likely to
lead to a decrease in the liquidity of AIM trading and that it
would be advantageous for all GW shareholders to combine trading
volumes from both markets onto a single exchange in one time
zone.
Prior to making the decision to cancel admission of the
Company's shares to trading on AIM, the Directors considered
whether it would be appropriate to seek to transfer the admission
of the Ordinary Shares from AIM to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange's
main market for listed securities. Having carefully considered this
option the Board believes that the existing NASDAQ listing provides
sufficient access to investment in GW by investors in the UK, U.S.
and further afield and that a main market listing would not be
advantageous at this time.
The AIM Rules require that unless the London Stock Exchange
otherwise agrees a cancellation of a company's shares from trading
on AIM requires the consent of votes cast by the company's
shareholders at a general meeting. In this instance, given the
Company's listing of the ADRs on NASDAQ enables Shareholders to
trade their shares in the Company, the London Stock Exchange has
agreed that shareholder consent in a general meeting is not
required to complete the AIM Delisting. An explanatory circular
will be sent to Shareholders in due course which will be made
available on the Company's website in accordance with the AIM
Rules.
Share Conversion
GW's Ordinary Shares will continue to be traded on the AIM
market until close of business on 2 December, 2016. Thereafter,
shareholders can choose to maintain ownership of their Ordinary
Shares but these Ordinary Shares will not be tradeable on NASDAQ in
this form. In order to sell Ordinary Shares following the
cancellation of the AIM listing selling shareholders will need to
convert their Ordinary Shares into GW's ADRs. Each ADR represents
twelve Ordinary Shares. This conversion can be made at any time,
including before the cancellation of the AIM listing. GW advises
holders of Ordinary Shares to seek independent financial advice
regarding the cancellation of the AIM listing and the conversion of
their Ordinary Shares into ADRs. Full details of the process to be
followed to convert Ordinary Shares into ADRs, the forms to be
completed and contacts at GW's Depositary bank, Citibank, are
included on GW's website in the Investor Relations section.
We will be writing to all shareholders on the GW Ordinary share
register today enclosing instructions and forms to be completed by
brokers and by individual shareholders to convert their Ordinary
Shares into ADRs.
Contacts for questions:
Questions from individual shareholders should be addressed to
the Shareholder services helpline operated by GW's registrars,
Capita, on +44 (0) 371 664 0321.
Brokers seeking further information should contact our
Depositary bank, Citibank, by email at dcc.adr@citi.com
Further information can be found within the investors section of
the GW website at: ir.gwpharm.com
About GW Pharmaceuticals plc
Founded in 1998, GW is a biopharmaceutical company focused on
discovering, developing and commercializing novel therapeutics from
its proprietary cannabinoid product platform in a broad range of
disease areas. GW commercialized the world's first plant-derived
cannabinoid prescription drug, Sativex(R), which is approved for
the treatment of spasticity due to multiple sclerosis in 28
countries outside the United States. GW is advancing an orphan drug
program in the field of epilepsy with a focus on Epidiolex(R)
(cannabidiol), which is in Phase 3 clinical development for the
treatment of Dravet syndrome, Lennox-Gastaut syndrome, Tuberous
Sclerosis Complex and expects to commence a Phase 3 program in
Infantile Spasms. GW has a deep pipeline of additional cannabinoid
product candidates which includes compounds in Phase 1 and 2 trials
for glioma, schizophrenia and epilepsy. For further information,
please visit www.gwpharm.com.
Forward-looking statements
This news release contains forward-looking statements that
reflect GW's current expectations regarding future events, Actual
events could differ materially from those projected herein and
depend on a number of factors, including (inter alia), the success
of GW's research strategies, the applicability of the discoveries
made therein, the successful and timely completion of uncertainties
related to the regulatory process, and the acceptance of Sativex,
Epidiolex and other products by consumer and medical professionals.
A further list and description of risks and uncertainties
associated with an investment in GW can be found in GW's filings
with the U.S. Securities and Exchange Commission. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. GW undertakes no obligation to update or revise the
information contained in this press release, whether as a result of
new information, future events or circumstances or otherwise.
Enquiries:
GW Pharmaceuticals plc
Stephen Schultz, VP Investor 917 280 2424 / 401 500
Relations (U.S.) 6570
FTI Consulting (Media Enquiries)
Ben Atwell / Simon Conway +44 20 3727 1000
Peel Hunt LLP (UK NOMAD)
James Steel +44 20 7418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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