TIDMMTFB
RNS Number : 8252B
Motif Bio PLC
14 June 2021
14 June 2021
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OR DISPOSE OF ANY SECURITIES IN MOTIF BIO PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION.
This Announcement contains inside information for the purposes
of the market abuse regulation (EU No . 596/2014) as it forms part
of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR").
Motif Bio plc
("Motif" or the "Company")
Result of General Meeting
Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM
Rule 15 cash shell , announces the results of its General Meeting
held earlier today ("GM").
Resolutions 1 to 7 were proposed as ordinary resolutions and
resolutions 8 to 10 were proposed as special resolutions.
Resolutions 6, 8, 9 and 10 were not passed and given the
intercondtionality of these resolutions, the proposed acquisition
of the entire issued and to be issued share capital of BiVictriX
Therapeutics Limited ("BiVictriX") cannot now proceed.
Pursuant to Rule 15 of the AIM Rules, the Company's ordinary
shares will now be cancelled from trading on AIM ("Cancellation").
Cancellation is expected to take place at 8.00 a.m. on 15 June
2021.
The number of votes cast on a poll for and against each of the
resolutions proposed (which included all valid proxy votes
received), and the number of votes withheld was as follows:
Resolution Votes % Votes against % Votes withheld
For (including
discretionary
votes)
Resolution 1 (Ordinary)
Subject to and conditional
upon the passing of Resolutions
2-6 and 8-9, the proposed
acquisition be approved. 108,539,292 61 64,440,295 37 4,176,040
---------------- ----- -------------- ----- ---------------
Resolution 2 (Ordinary)
Subject to and conditional
upon the passing of Resolution
1, Iain Ross be appointed
as a director of the Company. 105,036,234 59 67,337,694 39 4,581,699
---------------- ----- -------------- ----- ---------------
Resolution 3 (Ordinary)
Subject to and conditional
upon the passing of Resolution
1, Tiffany Thorn be appointed
as a director of the Company. 107,639,589 61 63,046,339 37 4,581,699
---------------- ----- -------------- ----- ---------------
Resolution 4 (Ordinary)
Subject to and conditional
upon the passing of Resolution
1, Dr Ole (Petter) Veiby
be appointed as a director
of the Company. 107,559,711 61 63,126,217 37 4,581,699
---------------- ----- -------------- ----- ---------------
Resolution 5 (Ordinary)
Subject to and conditional
upon the passing of Resolution
1, Professor Robert Hawkins
be appointed as a director
of the Company. 107,942,684 62 62,744,896 37 4,580,047
---------------- ----- -------------- ----- ---------------
Resolution 6 (Ordinary)
Subject to and conditional
upon the passing of Resolution
1 in accordance with section
618 of the Act, the 654,991,023
ordinary shares of GBP0.0001
each be consolidated into
2,977,231 ordinary shares
of GBP0.022 each. 72,058,227 41 102,348,638 59 1,237,409
---------------- ----- -------------- ----- ---------------
Resolution 7 (Ordinary)
The Directors be authorised
for the purpose of section
551 of the Act to allot
shares up to the limits
set out in the Notice of
GM. 92,090,547 52 82,281,318 47 1,272,409
---------------- ----- -------------- ----- ---------------
Resolution 8 (Special)
Subject to and conditional
upon the passing of Resolution
1, the registered name
of the Company be changed
to BiVictriX Therapeutics
plc. 108,656,342 62 62,248,250 36 4,563,035
---------------- ----- -------------- ----- ---------------
Resolution 9 (Special)
Subject to and conditional
upon the passing of Resolution
1, with effect from Admission,
the new articles of association
be adopted. 108,260,674 62 62,674,211 37 4,532,742
---------------- ----- -------------- ----- ---------------
Resolution 10 (Special)
Subject to the passing
of resolution 7 above,
to authorise disapplication
of pre-emption rights on
a limited basis, set out
in the Notice of GM. 87,773,881 50 86,645,289 50 1,225,104
---------------- ----- -------------- ----- ---------------
As at today's date, there are 654,991,023 ordinary shares in
issue. Shareholders are entitled to one vote per share. Votes
withheld are not votes in law and so have not been included in the
calculation of the proportion of votes for and against a
resolution.
It will not be possible for shareholders to trade their ordinary
shares in the immediate short term following Cancellation. If the
Company's financial position allows it to do so, the Board may
consider implementing a Matched Bargain Facility in the future to
give shareholders an opportunity to trade their ordinary shares
following Cancellation. Further announcements will be made in due
course.
For further information please contact:
Motif Bio plc ir@motifbio.com
Jonathan Gold (Non-Executive Director)
------------------------
SP Angel Corporate Finance LLP (NOMAD
& BROKER) +44 (0) 20 3470 0470
------------------------
David Hignell/Caroline Rowe (Corporate
Finance)
------------------------
Vadim Alexandre/Rob Rees (Sales & Broking)
------------------------
Walbrook PR Ltd. (UK FINANCIAL PR &
IR) +44 (0) 20 7933 8780
------------------------
Paul McManus/ Lianne Cawthorne motifbio@walbrookpr.com
------------------------
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