TIDMMTPH
RNS Number : 0199P
Midatech Pharma PLC
04 February 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
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AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER
TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND
AND THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
Midatech Pharma plc
("Midatech" or the "Company")
Proposed Placing and Open Offer
- GBP12m minimum raise including the proposed Placing and Subscription
Midatech Pharma (AIM: MTPH, Nasdaq: MTP), the R&D company
focused on delivering innovative oncology and rare disease products
to patients, announces a proposed issue of Units (each Unit
comprising one New Ordinary Share and one Warrant) at an issue
price of 3.85 pence per Unit to raise a minimum of approximately
GBP4.0 million before expenses (the "Placing").
In addition, to provide Qualifying Shareholders with an
opportunity to participate in the fundraise at the Issue Price,
subject to the successful closing of the Placing, the Company
proposes to make an Open Offer to all Qualifying Shareholders to
raise additional gross proceeds of up to approximately GBP0.75
million for the Company. The Open Offer is intended to be made on
the basis of 0.318 Units for every 1 Existing Ordinary Share held
by the Qualifying Shareholder on the Record Date.
The Issue Price of 3.85 pence represents a discount of
approximately 6.1 per cent. to the closing mid-market price of 4.10
pence per Ordinary Share on 1 February 2019, the latest practicable
date prior to the announcement of the opening of the Placing.
The Placing and Open Offer follows the Company's announcement on
29 January 2019 (the "Subscription Announcement") that it has
entered into conditional agreements with a subsidiary of China
Medical System Holdings Limited ("CMS") and A&B (HK) Company
Ltd to raise GBP8 million in aggregate through the issue of
207,792,206 Units at the Issue Price (the "Subscription"). Subject
to completion of the Subscription and Admission, the Company has
entered into the CMS Licence Agreement for the development and
commercialisation of the Group's pipeline of products in Greater
China and certain countries in south east Asia. The Placing and
Open Offer Units are priced on identical terms as the
Subscription.
Completion of the proposed Subscription, Placing and Open Offer
(together the "Capital Raising") is subject inter alia to
Shareholder approval. In the event that Shareholder approval for
the Resolutions is not forthcoming at the General Meeting, neither
the Subscription, the Placing Agreement, the Open Offer or the CMS
Licence Agreement will proceed and the Directors believe it is
unlikely that the Company will be able to continue as a going
concern. The Company currently only has sufficient working capital
until approximately mid-March 2019.
The net proceeds of the Placing, when combined with the net
proceeds of the Subscription, are expected to provide the Company
with an estimated cash runway through Q1 2020. Based on current
expectations on trial design, clinical trial approvals and
associated costs, the Directors believe that this funding would
allow the Company to deliver top line data readout on a pivotal
MTD201 clinical trial and potentially interim efficacy data on
MTX110's open label study.
Subject to regulatory acceptance of proposed trial design,
successful outcome of the trial and successful scale-up of
manufacturing, the intention is to file an NDA in 2021.
In addition to the Capital Raising, the Company will continue to
focus on pursuing non-dilutive funding in the form of loans and
grants to support the manufacturing scale-up costs for MTD201 which
are estimated to be approximately EUR14.8 million. Successful
scale-up will be required ahead of an NDA for MTD201. In
particular, the Company has now completed its submission to the
Spanish Government for a loan to support the Group's manufacturing
scale-up capabilities, which, if successful, is expected to cover
up to 75% of the qualifying manufacturing scale-up cost. The
outcome of this loan application is expected to be known around the
end of H1 2019. Further funding, potentially in the form of
additional non-dilutive financing, will be required to complete the
scale-up.
The Company also continues to explore opportunities for
additional non-dilutive funding in the form of licence agreements
for its lead products in unencumbered core and non-core
territories.
The Company is committed to continued cost reduction across the
business and as such will reduce the existing Board by three
Non-Executive Directors effective on Admission. In addition the
Company will be conducting a full review of all members of the
Board, and where appropriate considering new members, in
consultation with its Nomad and significant shareholders; taking
into account such shareholders input. It is expected that the
review be completed within two months from Admission.
The Directors estimate that the trial cost for MTD201 will be
approximately GBP5 million to GBP7 million; on Admission the
Directors have agreed such funds will be segregated into an account
to be held specifically to fund the trial.
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix II. The Placing Shares are
not being made available to the public.
It is envisaged that the Bookbuild will be closed no later than
4.30 p.m. GMT, 5 February 2019. Details of the number of Placing
Shares and the approximate gross proceeds of the Placing will be
announced as soon as practicable after the closing of the
Bookbuild. Neither the Placing nor Open Offer is underwritten.
The Placing and Open Offer is conditional upon, inter alia:
-- the passing of the Resolutions in order to ensure that the
Directors have the necessary authorities and powers to allot the
New Ordinary Shares;
-- admission of the New Ordinary Shares to trading on AIM becoming effective; and
-- the Placing Agreement between the Company, Stifel and Panmure
Gordon not having been terminated.
As noted above and in the Subscription Announcement, the
Subscription is also conditional on Shareholder approval of the
Resolutions. The terms of the Subscription give rise to certain
considerations under the Takeover Code as a result of the proposed
issue of Subscription Shares and Subscriber Warrants to the
Subscribers. CMS, (including its subsidiary CMS Venture), A&B
(HK) and Mr. Lam Kong together comprise a concert party (the
"Concert Party"). Excluding the Placing Shares and the Open Offer
Shares, upon completion of the Subscription, the Concert Party
would have an aggregate shareholding in the Company of
approximately 77.3 per cent. of the Enlarged Share Capital. The
issue of the Warrants to the Subscribers would mean that, if
exercised (and assuming no other new Ordinary Shares are issued
prior to any such exercise), the Concert Party's aggregate
shareholding would increase to up to 415,584,412 Ordinary Shares,
representing up to 87.2 per cent. of the then further Enlarged
Share Capital of the Company (excluding any shares which may be
issued pursuant to the Placing or Open Offer). Accordingly,
completion of the Subscription and the CMS Licence Agreement is
also conditional on a waiver of Rule 9 of the Takeover Code being
permitted by the Takeover Panel, which would be subject to the
approval by the Independent Shareholders of a waiver of any
obligation of the Concert Party (or any of its members) to make a
mandatory general offer to the Company's shareholders under Rule 9
of the Takeover Code upon issue of the Subscription Shares arising
from the Subscription and upon exercise of the Subscriber Warrants
granted to the Subscribers ("Panel Waiver"). There is no guarantee
that the Independent Shareholders will approve the Panel Waiver. If
the Panel Waiver is not approved, neither the Subscription, the CMS
Licence Agreement, the Placing or the Open Offer will proceed and,
as noted above, it is unlikely that the Company will be able to
continue as a going concern.
The Company intends to publish a circular setting out full
details of the Panel Waiver, further information on the Concert
Party, and subject to the successful closing of the Placing, the
terms and conditions of the Open Offer together with application
forms for the Open Offer and notice of general meeting (the
"Circular") as soon as possible after closing of the Bookbuild. It
is expected that the Circular will be dispatched on or around 5
February 2019, and will also be available at this time on the
Company's website at www.midatechpharma.com.
The General Meeting convened for the purpose of considering the
Panel Waiver and the Resolutions is expected to be held in the week
commencing 25 February 2019 and, subject to the necessary
Resolutions being passed, Admission will occur shortly thereafter.
For the avoidance of doubt, the Subscription is not conditional on
the Placing or Open Offer and neither the Subscription or Placing
are conditional on the Open Offer.
Panmure Gordon (UK) Limited is acting as Nominated Adviser and
Joint Bookrunner and Stifel is acting as Joint Bookrunner to the
Company and no one else in relation to the Placing. Accordingly,
they will not be responsible to any person other than the Company
for providing the regulatory and legal protections afforded to
their clients nor for providing advice in relation to the contents
of this Announcement or any matter, transaction or arrangement
referred to in it.
It is intended that certain Directors will participate in the
Open Offer. An announcement will be made following the Open Offer
period to confirm the Directors' holdings where applicable.
Commenting on the proposed Subscription, Placing and Open Offer,
Craig Cook, CEO of Midatech Pharma, said: "Midatech is delighted to
have found in CMS and A&B (HK) a strategic development partner
and investor and is pleased to provide existing and new investors
with the opportunity to invest in the Company's future on the same
terms as CMS and A&B (HK). We believe that Midatech is poised
for a transformational period of growth with our R&D pipeline.
With this planned funding, we hope to expand our planned pivotal
MTD201 trial, currently scheduled to start around mid-2019. We also
intend to support the US MTX110 Phase I/II trial currently ongoing
and, looking further out, to progress our diversified pipeline of
oncology and rare disease treatments"
The terms not otherwise defined in the text of this Announcement
are defined in Appendix III.
For further information, please contact:
Midatech Pharma PLC
Craig Cook, Chief Executive Officer
01235 888300
Panmure Gordon (UK) Limited (NOMAD and Joint Bookrunner)
Freddy Crossley, Emma Earl (Corporate Finance) 020 7886 2500
James Stearns (Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner)
Jonathan Senior, Ben Maddison
0207 710 7600
Consilium Strategic Communications
Mary-Jane Elliott, Nicholas Brown, Angela Gray 0203 709 5700
About Midatech Pharma PLC
Midatech Pharma (LSE AIM: MTPH; NASDAQ: MTP) is an R&D
company focused on delivering innovative oncology and rare disease
products to patients. The Company is developing a range of improved
chemo-therapeutics or new immuno-therapeutics, using its
three-proprietary platform drug delivery technologies, all of which
are in the clinic, specifically:
1. Q-Sphera(TM) platform: our disruptive polymer microsphere
technology used for sustained release at the microscale to prolong
and control the release of therapeutics over an extended period of
time from weeks to months.
2. MidaCore(TM) platform: our leading-edge gold nanoparticle
technology used for targeting sites of disease at the nanoscale
i.e. i. chemotherapy - may provide improved and targeted delivery
of existing chemotherapeutic agents to tumour sites, as well as ii.
immunotherapy - may enhance uptake of new immuno-moieties by immune
cells that can then mount an immune attack against cancer
cells.
3. MidaSolve(TM) platform: our innovative nanosaccharide
technology used to dissolve drugs at the nanoscale so that they can
be administered in liquid form directly and locally into
tumours.
Each of our three technologies are thus focussed on improved
bio-delivery and bio-distribution of medicines or agents to areas
of the body where they are needed and can exert their actions in an
effective, safe and precise manner.
Midatech is headquartered in Oxfordshire, with an R&D
facility in Cardiff and a manufacturing operation in Bilbao, Spain.
For more information please visit www.midatechpharma.com.
Further information about the Company and the proposed fundraise
is set out in Appendix I.
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole
responsibility of, the Company.
The appendices to this Announcement set out the terms and
conditions of the Placing.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety (including the appendices) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties and acknowledgements contained in
the appendices.
Members of the public are not eligible to take part in the
Placing and no public offering of securities will be made.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000.
This Announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area who are qualified investors as defined in Article
(2)(1)(e) ("qualified investors") of Directive 2003/71/EC; and (b)
in the United Kingdom, qualified investors who are persons (1) who
have professional experience in matters relating to investments
falling within Article 19(1) (Investment Professionals) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); (2) falling within Article
49(2)(a) to (d) (High net worth companies, unincorporated
associations, etc.) of the Order; or (3) other persons to whom it
may otherwise lawfully be communicated without being accompanied by
any further statements and/or warnings required by the Order and
not included in this Announcement (all such persons together being
referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the
"FCA"), is acting as Nominated Adviser (for the purposes of the AIM
Rules for Companies and the AIM Rules for Nominated Advisers) and
Joint Bookrunner to the Company in connection with the Placing and
is not acting for, and will not be responsible to, any person other
than the Company for providing the protections afforded to
customers of Panmure Gordon (UK) Limited or for advising any other
person on any transaction or arrangement referred to in this
Announcement.
Stifel Nicolaus Europe Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting as Joint Bookrunner to the Company in
connection with the Placing and is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to customers of Stifel Nicolaus Europe Limited
or for advising any other person on any transaction or arrangement
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Panmure Gordon or Stifel or by any of
their affiliates or agents as to, or in relation to, the accuracy
or completeness of the Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This Announcement may not be published, distributed, forwarded
or transmitted directly or indirectly, in whole or in part, in or
into the United States. These materials do not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States.
The securities described in this Announcement have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the "US Securities Act"), or under the securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The securities
are being offered only outside of the United States in reliance on
Regulation S under the US Securities Act.
Furthermore, the securities have not been and will not be
registered under the applicable laws of any of Canada, Australia,
Japan, New Zealand or the Republic of South Africa or of any other
jurisdiction where to do so would be unlawful and, consequently,
may not be offered or sold to any national, resident or citizen
thereof. The distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by
law and therefore any person who is subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, such restrictions. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of legislation in
the United Kingdom and/or United States. Such forward-looking
statements include, but are not limited to, statements expressed or
implied regarding our plans, goals, and milestones, our ability to
successfully test, manufacture, produce or commercialise products
for conditions using the Q-Sphera microsphere platform, MidaSolve
nanosaccharide technology, MidaCore gold nanoparticle platform, the
ability for products in development to achieve positive clinical
results, the ability to meet or achieve timelines associated with
pre-clinical studies, clinical trials or regulatory submissions and
the associated costs of such studies, trials or submissions, the
ability to complete all or a portion of the Capital Raising or the
CMS Licence Agreement on the terms outlined in this Announcement or
at all, the ability to obtain approval for such Subscription,
Placing, Open Offer and CMS Licence Agreement by the Shareholders,
the ability to realise benefits from the proposed CMS Licence
Agreement, the risk that markets do not evolve as anticipated, and
other economic, business and/or competitive factors. The risks
included are not exhaustive. Any forward-looking statements are
based on currently available competitive, financial and economic
data together with management's views and assumptions regarding
future events and business performance as of the time the
statements are made and are subject to risks and uncertainties. We
wish to caution you that there are some known and unknown factors
that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by
such forward-looking statements.
Reference should be made to those documents that we shall file
from time to time or announcements that may be made by the Company
in accordance with the London Stock Exchange AIM Rules for
Companies ("AIM Rules"), the Disclosure and Transparency Rules
("DTRs") and the rules and regulations promulgated by the US
Securities and Exchange Commission, which contains and identifies
other important factors that could cause actual results to differ
materially from those contained in any projections or
forward-looking statements. These forward-looking statements speak
only as of the date of this Announcement. All subsequent written
and oral forward-looking statements by or concerning the Company
are expressly qualified in their entirety by the cautionary
statements above. Statements contained in the Announcement
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. The information contained in the Announcement is subject to
change without notice and neither Panmure Gordon or Stifel nor,
except as required by applicable law, the Company assumes any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of the Announcement.
APPIX I
THE PLACING
Background and reasons for the capital raising
As previously announced, the Board has been considering a number
of strategic options for the Group to monetise the Group's existing
assets which have included potential acquisitions, disposals,
investments, licensing opportunities and capital raisings. Midatech
recently disposed of Midatech Pharma US ("MTP US") which has
allowed the Group to refocus on its research and development
activities and generated non-dilutive funding for the Group which
allowed repayment of the Group's existing loan from Midcap
Financial. However, further funding is required to further develop
the Group's assets; to optimise licensing opportunities and to
provide working capital.
The Board believes the Capital Raising will transform the Group
for the following reasons:
i. based on current expectations on trial design, clinical trial
approvals and associated costs, the Directors believe that this
funding would allow the Company to deliver top line data readout on
a pivotal MTD201 clinical trial and potentially, interim efficacy
data on MTX110's open label study;
ii. provide working capital to approximately through Q1 2020.
In parallel to the use of proceeds of the Capital Raising above,
the Company has submitted a loan application to the Spanish
Government to cover up to approximately 75 per cent. of the
qualifying capital costs of the manufacturing facility scale-up for
MTD201 (the "Spanish Government Loan"). The scale-up costs are
currently estimated to be EUR14.8 million. Completion of production
of commercial product batches, and manufacturing data therefrom, is
required prior to filing for marketing approval of MTD201 in the US
or EU. The outcome of the loan application is expected around the
end of H1 2019.
MTD201 is a treatment for acromegaly and neuroendocrine (NET)
tumours such as carcinoid cancer, and is based on the Company's
polymer microsphere technology, Q-Sphera(TM) for sustained release
delivery. The leading product currently in this $2 billion market
is Novartis Pharma AG's ("Novartis") Sandostatin(R) LAR(R)
("SLAR"), and pursuant to the recent Phase I exploratory study
comparing bioequivalence in healthy human volunteers which
completed in August 2018, the Directors believe that MTD201
produces a safe and effective sustained delivery profile of
Octreotide, with further advantageous characteristics which the
Directors believe supports the continued development of a
long-acting octreotide product alternative to SLAR for treatment of
these diseases.
The results from the pilot Phase I study in healthy subjects
demonstrated that a single intramuscular injection of MTD201
delivered sustained therapeutic drug levels with a once monthly
treatment interval, supporting the Company's objective to develop
and commercialise an alternative to SLAR. Surrogate efficacy
measurements performed during the study also indicated the
similarity of the two products. The recent FDA advice (based on a
summary of the pilot study results) has clarified the Company's
options for a follow-on registration study, with a requirement for
a primary or co-primary pharmacokinetic endpoint (rather than
single pharmacodynamic endpoint) or efficacy and safety data in the
intended patient population. With the enhanced product performance
characteristics of the Q-Sphera technology, this advice now
provides options for the Company to pursue clinical development
strategies to support either an interchangeable or differentiated
commercial octreotide SR product. The Company has, together with
its advisory board, been preparing for different clinical study
design scenarios both in healthy subject and patient populations
over the past six months. The FDA advice now allows selection of
the most appropriate design and approach which the Company will
finalise with input from key opinion leaders and partners.
Taking into account this regulatory feedback on study design,
the pivotal trial for MTD201 is now expected to be either a multi
dose study in healthy volunteers or a study in patients to either
establish interchangeability of MTD201 versus SLAR or, the
development of a stand-alone or differentiated product with a
distinct clinical profile. For the equivalent multi dose
approach/option in healthy volunteers, the Company has previously
performed multi dose modelling studies to evaluate the long term
profile of MTD201; no in-vivo multi dose studies have been
performed. For the stand-alone differentiated product route versus
placebo, the completed exploratory Phase I study established the
fact that MTD201 works and is efficacious similar to SLAR.
Based on independent external quotes received by the Company,
the Directors believe costs for these types of studies could be in
the region of approximately GBP5 million to GBP7 million (excluding
the cost of MTD201 production) with regulatory marketing
authorisation submissions currently planned for 2021 subject to
regulatory acceptance of proposed trial design, successful outcome
of the trial and successful scale-up of manufacturing. The Company
is seeking further funding in the form of loans or grants to
support the manufacturing scale-up costs of MTD201. The costs are
currently expected to be approximately EUR14.8 million in
aggregate.
The Company is focused on seeking the quickest, most efficient
and potentially valuable route to market for MTD201. In view of
this, in addition to continuing discussions with the FDA, the
Company is seeking feedback on MTD201 trial design from the
European regulatory agencies. The future trial design will be
subject to the customary regulatory approvals and further
announcements will be made in due course.
As part of its business development activities, the Company is
engaging key opinion leaders and industry experts who, subject to
appointment, the Directors believe could assist the Company with
discussions with potential licencees.
Whilst the Company is still targeting commencement of a pivotal
trial for MTD201 in mid-2019, this remains subject to regulatory
approvals.
Funds raised are furthermore expected to provide sufficient
funding for completion of the dose escalation phase of the first
in-human study of MTX110 in the US and commencement of and
potentially delivering interim data of the Phase II open label
efficacy phase of the study. MTX110 is being developed for the
treatment of DIPG - an ultra-rare, fatal childhood brain cancer,
with overall median survival of approximately nine months, despite
decades of clinical trial research. The active compound is
panobinostat (which is licensed from Novartis), which is
reformulated using Midatech's MidaSolve(TM) technology to allow
direct administration into the tumour in liquid form. This method
of delivery is expected to improve the safety and efficacy of the
treatment. A first in human combined Phase I / II study commenced
in May 2018, at specialist centres at the University of California,
San Francisco and the Memorial Sloan Kettering Cancer Center in New
York, and is progressing on track, with patients tolerating therapy
well so far. If successful, pending data, the Company may be able
to seek expedited approval from regulators given the orphan nature
of the disease. The Company has applied for a Gliokids grant to
fund a second study in the EU and is awaiting the outcome.
The studies described above represent transformative milestones
for the Company's product assets, and also provide compelling
validation for the respective, underlying technology platforms
Q-Sphera(TM) and MidaSolve(TM). Funds raised will, in part, be used
for focused but comprehensive business development activities to
develop product and technology partnerships with leading
healthcare, biotech and pharmaceutical companies.
The Company has a strong intellectual property portfolio, which
it continually strives to develop and maintain, as it seeks to
advance its programmes and technologies, establish competitive
advantage, and protect its inventions. The Company currently has
106 granted patents, 83 applications in process, and 35 patent
families.
Concert Party Related Agreements
On 29 January 2019, the Company entered into the Subscription
Agreements with CMS Venture and A&B (HK) to raise approximately
GBP8 million (before costs) in aggregate by way of subscription for
207,792,206 New Ordinary Shares at the Issue Price. The
Subscription Agreements are conditional upon, amongst other things,
obtaining appropriate Shareholder authorities at the General
Meeting and Admission.
On 29 January 2019, the Company also entered into the CMS
Licence Agreement with CMS Bridging, CMS HK (both wholly owned
subsidiaries of CMS and together the "Licensees") and CMS, whereby
the Company has agreed to license to the Licensees the exclusive
right to use its technology and its intellectual property rights
and information and data related to the Company's clinical and
pre-clinical assets, (including MTD201, MTX110 (subject to receipt
of consent from Novartis), MTX102, MTR103, MTD119 and other
products and line extensions of the Company which the Company has
decided will enter pre-clinical studies or clinical trials within
three years of the date of the CMS Licence Agreement (individually,
a "Product," and collectively, the "Products")) in mainland China,
Hong Kong, Macau and Taiwan (together "the Greater China Area").
Subject to confirmation by CMS Bridging and CMS HK once a
regulatory approval is granted by the FDA, the EMA or by one of the
regulatory authorities in one of the UK, France, Germany or
Switzerland, the territories covered by the CMS Licence Agreement
may be extended to certain countries in south east Asia selected by
CMS (this territory, if applicable, along with the Greater China
Area, the "CMS Territory").
Pursuant to the CMS Licence Agreement, the Group intends to
manufacture and supply the Products to the Licensees who will be
responsible for developing and commercialising these assets in the
CMS Territory with a right to manufacture them if the Company
cannot or does not wish to supply the Products to the
Licensees.
The Company will earn a manufacturing margin in the low
double-digit percentage range in respect of the Products it
supplies to CMS. In addition, the Company will be eligible to
receive regulatory milestone payments for each Product (six to
seven figure US Dollar amounts upon grant of applicable marketing
authorisations in EU, the US, or the UK, France, Germany or
Switzerland and China) and cumulative sales based milestone
payments (in seven and potentially eight figure amounts). A low
double digit royalty rate has been agreed for the Products with the
exception of MTX110 which will attract a net single digit royalty
to the Group to reflect that an additional royalty will be payable
to Novartis for use of panobinostat, the active compound in MTX110.
Milestone and royalty payments are not expected before
2021/2022.
The Board believes that this partnership with the Licensees has
the potential to accelerate the development of the Company's assets
in the CMS Territory with a high quality, expert partner with
demonstrable development and significant sales expertise, whilst
permitting the Company to retain its focus on its main target
markets in the US and the EU.
The CMS Licence Agreement will come in effect on Admission and
accordingly the CMS Licence Agreement is conditional upon, inter
alia, the Resolutions being approved by Shareholders including but
not limited to the approval by Independent Shareholders of the
Whitewash Resolution.
Pursuant to the Subscription, A&B (HK) is entitled to
nominate a non-executive director to the Board of Midatech and a
Board observer for so long as A&B (HK) shall hold in excess of
10 percent of the issued share capital of the Company. It is
intended that Dr. Huaizheng Peng (a director of CMS Venture and the
Chief Executive Officer of A&B (HK)) will be appointed as a
non-executive director of Midatech following completion of the
Capital Raising. Dr. Peng is General Manager of International
Operations at CMS and director of CMS Venture. Dr. Peng joined CMS
in 2011 as a General Manager of International Operations. His
current responsibilities at CMS include pharmaceutical asset
acquisition, product licensing, international business development,
outbound investment and asset management. Prior to 2011, Dr. Peng
previously served as a non-executive director of CMS for three
years. Prior to joining CMS, Dr. Peng worked in London as a partner
of Northland Bancorp, a private equity firm, and before that, as
the head of life sciences and a director of corporate finance at
Seymour Pierce, an investment bank and stockbroker. He also served
as a non-executive director to China Medstar, a medical device
company, while it was listed on AIM. Earlier in his career, Dr.
Peng was a senior portfolio manager, specialising in global life
science and Asian technology investment at Reabourne Technology
Investment Management Limited.
Dr. Peng received his Bachelor's degree in medicine from Hunan
Medical College (now Central South University Xiangya School of
Medicine) in Changsha, Hunan Province, China and he subsequently
obtained a Master's degree in medicine from Hunan Medical College.
Dr. Peng was awarded his PhD in molecular pathology from University
College London (UCL) Medical School, London, UK, where he
subsequently practiced as a clinical lecturer in the Department of
Histopathology.
Current trading and prospects for the Company
In the event that Shareholder approval for the Resolutions
described above is not forthcoming at the General Meeting, neither
the Subscription, the CMS Licence Agreement, the Placing or the
Open Offer will proceed and the Directors believe it is unlikely
that the Company will be able to continue as a going concern. The
Company currently only has sufficient working capital until
approximately mid-March 2019.
Since announcement of the Company's results for the year ended
31 December 2017 on 23 April 2018, Midatech has been working to
identify sources of non-dilutive financing to enable the Group to
progress its programmes and to meet working capital needs to take
the Group through to the next phase of value creation for its key
clinical R&D pipeline programmes.
The Company announced its 2018 interim results for the six
months ended 30 June 2018 on 27 September 2018. The attention of
Shareholders is drawn to the announcement made by the Company
through the Regulatory Information Service and made available on
Midatech's website at: www.midatechpharma.com.
Effective as of 1 November 2018, the Company sold MTP US (the
"Sale"), in order to streamline and refocus the Group on the lead
programmes in clinical development and to realise non-dilutive
cash. Pursuant to the terms of the Stock Purchase Agreement dated
26 September 2018 between the Company, MTP US and an affiliate of
Barings LLC, the Company sold all of its outstanding equity
interest in MTP US for initial cash consideration of $13.0 million
("Initial Consideration"), and up to $6.0 million available by way
of further consideration payable subject to the achievement of 2018
and 2019 net sales performance targets with respect to certain MTP
US products, both individually and in the aggregate (the
"Earn-Out"). The initial net proceeds were approximately US$4.2
million after repayment of the Group's outstanding loan to Midcap
Financial and other expenses in connection with the Sale. No
element of the Earn-Out has been assumed when evaluating the
Company's working capital needs or available cash runway. The
financial impact of the sale on the Group was described in a
further announcement by the Company on 27 September 2018 which is
also available on the Company's website.
As announced on the 27 September 2018 and in the circular to
Shareholders dated 28 September 2018 seeking approval of the Sale,
the attention of Shareholders was drawn to the fact that even with
the addition of the net proceeds from the Sale, the cash resources
of the Company were limited and that whilst the Board would
continue its efforts to secure additional non-dilutive funding, the
Company was also exploring access to further equity financing in
the near term, including from the UK, US or Europe, in order to
support the continued development of the business and the rapid
advancement of its key pipeline products MTD201 and MTX110 (for the
treatment of diffuse intrinsic pontine glioma), which the Company
is striving to bring to market as expeditiously as possible.
Midatech's lead development product, MTD201 (Q-Octreotide), a
treatment for carcinoid cancer and acromegaly based on the
Company's sustained release microsphere technology Q-Sphera,
completed a first in human study in August 2018. The results
suggested favourable performance of MTD201 versus SLAR and
potentially a better product based on improved clinical profile and
attributes including a smaller needle size, simpler and more
reliable reconstitution and injection.
The Company is focused on seeking the quickest, most efficient
and potentially valuable route to market for MTD201. In view of
this, in addition to continuing discussions with the FDA, the
Company is seeking feedback on MTD201 trial design from the
European regulatory agencies. The future trial design will be
subject to the customary regulatory approvals and further
announcements will be made in due course.
The Company entered into the Subscription Agreement and CMS
Licence Agreement on 29 January 2019 to raise gross proceeds of
GBP8 million, conditional on, inter alia, Shareholder approval and
Admission. Further details are included in the Subscription
Announcement.
Subject to completion of the Capital Raising, the Directors
believe that the next 18 months will be key to unlocking the
potential of Midatech's technology platforms and product
programmes. Clinical data is expected on three programmes: for
carcinoid cancer and acromegaly, brain cancer, and the Group's
autoimmune diabetes vaccine. Key expected news flow is as
follows:
-- MTD201 for neuroendocrine tumours and acromegaly, based on
the Company's Q-Sphera(TM) technology:
o Following completion of the first in-human Phase I study and
receipt of FDA feedback, the Company is now in the position to
select and finalise the follow-on study design which is planned to
commence around mid-2019. Subject to regulatory acceptance of
proposed trial design, successful outcome of the trial and
successful scale-up of manufacturing, the intention is to file an
NDA in 2021;
o Further to confirmation in January 2019 of a regional Basque
government Gauzatu loan of EUR1.5m (subject to matched funding),
the Company has applied to the Spanish Government for a loan to
further support the Group's manufacturing scale-up capabilities.
Total manufacturing scale-up costs are estimated will be
approximately EUR14.8m and if successful, it is expected that the
loan will cover up to 75% of qualifying manufacturing scale-up
costs. The outcome of the loan application is expected to be known
around end of H1 2019. The Directors believe that by investing in
the Group's own manufacturing and scale-up, the Company will be
able to maintain a low cost of goods, at scale and a high gross
margin on scale.
-- MTX110 for childhood brain cancer (DIPG) based on the Company's MidaSolve(TM) technology:
o Interim data and readout of the Phase I safety component of
study is expected around Q3 2019. This will also establish the
recommended dose (RP2D) to be used in the follow-on Phase II
efficacy component of the study programme, with the objective of
assessing overall survival after 12 months. The full cost of the
Phase II component of the study is not expected to be covered by
the net proceeds of the Capital Raising however, the Capital
Raising will potentially fund delivery of interim efficacy
data.
MTD201 and MTX110 are expected to be the priority focus of the
Company for the next two years.
The focus of the Company is on the clinical programmes as
outlined above. Pending further funding, the Company may progress a
reduced pre-clinical research programme in its other pipeline
programmes.
Consolidation of gold nanoparticle ("GNP") research activities
and cost controls
With the Group's focus firmly on the key MTD201 and MTX110
programmes, and in order to reduce costs, the Group recently
decided to consolidate its GNP research and development operations
and closed its Abingdon research facility with the activities
incorporated into the Bilbao and Cardiff sites. This resulted in a
reduction in headcount of 12 people and the closure of the Abingdon
office. After one off redundancy costs of approximately GBP0.27
million, this is expected to result in significant annual cost
savings in excess of GBP1 million in future periods. Ongoing GNP
programmes will continue with GNP activities picked up in the
Cardiff and Bilbao offices, however, no new GNP research will be
started until substantial progress has been made with MTD201.
The Company is committed to continued cost reduction across the
business and as such will reduce the existing Board by three
Non-Executive Directors effective on Admission. In addition the
Company will be conducting a full review of all members of the
Board, and where appropriate considering new members, in
consultation with its Nomad and significant shareholders; taking
into account such shareholders input. It is expected that the
review be completed within two months from Admission.
The Directors estimate that the trial cost for MTD201 will be
approximately GBP5 million to GBP7 million; on Admission the
Directors have agreed such funds will be segregated into an account
to be held specifically to fund the trial.
Subscription, Placing and Open Offer
Details of the Subscription
The conditional Subscription, entered into on 29 January 2019,
comprises subscriptions of Units by A&B (HK) and CMS Venture at
the Issue Price for in aggregate GBP8 million (GBP4 million each)
through the issue of 207,792,206 Subscription Shares in aggregate
and Subscriber Warrants over a further 207,792,206 New Ordinary
Shares. The Subscription Shares will represent approximately 340
per cent. of the Existing Ordinary Shares in issue and 77.3 per
cent. of the Enlarged Share Capital (excluding the Placing Shares
and Open Offer Shares or exercise of the Warrants).
As described above, completion of the Subscription is
conditional on, inter alia, the Panel Waiver and Shareholder
approval. The Subscription is not conditional on completion of the
Placing and/or Open Offer. When issued, the Subscription Shares
will be fully paid and will rank pari passu in all respects with
the existing ordinary shares, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
Each Subscriber Warrant grants the right to subscribe for one
New Ordinary Share at 50 pence exercisable during the period from
the date commencing six months after Admission and to the third
anniversary of Admission. The Warrants will not be admitted to
trading on AIM.
In connection with the Subscription, CMS Venture and A&B
(HK) have each entered into lock-in and orderly market agreements
with the Company and Panmure Gordon, pursuant to which the
Subscribers have undertaken to the Company and Panmure Gordon
(subject to certain limited exceptions including disposals by way
of acceptance of a recommended takeover offer for the entire issued
share capital of the Company), not to dispose of the Subscription
Shares held by them following Admission or any other securities in
exchange for or convertible into, or substantially similar to, New
Ordinary Shares (or any interest in them or in respect of them) at
any time prior to the twelve month anniversary of Admission.
Furthermore, the Subscribers have also undertaken to the Company
and Panmure Gordon not to dispose of their Subscription Shares for
a further twelve months following the expiry of such period
otherwise than through the Company's broker (on a best execution
only basis) with a view to maintaining an orderly market.
The Subscribers have entered into a relationship agreement with
the Company to take effect on or around the date of Admission,
pursuant to which all transactions and arrangements between the
Company and the Concert Party members will be at arm's length and
on normal commercial terms. Further details of the relationship
agreement will be included in the Circular.
Pursuant to the Subscription, A&B (HK) is entitled to
nominate a non-executive director to the Board of the Company and a
Board observer for so long as A&B (HK) shall hold in excess of
10 per cent. of the issued share capital of the Company. It is
intended that Dr. Huaizheng Peng (a director of CMS Venture and the
Chief Executive Officer of A&B (HK)) will be appointed as a
non-executive director of the Company following completion of the
Subscription.
Important information in relation to the Concert Party
The terms of the Subscription give rise to certain
considerations under the Takeover Code as a result of the proposed
issue of Subscription Shares and Subscriber Warrants to the
Subscribers. CMS, (including its subsidiary CMS Venture), A&B
(HK) and Mr. Lam Kong together comprise a concert party (the
"Concert Party"). Excluding the Placing Shares and the Open Offer
Shares, upon completion of the Subscription, the Concert Party
would have an aggregate shareholding in the Company of
approximately 77.3 per cent. of the Enlarged Share Capital. The
issue of the Subscriber Warrants to would mean that, if exercised
(and assuming no other new Ordinary Shares are issued prior to any
such exercise), the Concert Party's aggregate shareholding would
increase to up to 415,584,412 Ordinary Shares, representing up to
87.2 per cent. of the then further enlarged share capital of the
Company (excluding any shares which may be issued pursuant to the
Placing or Open Offer). Accordingly, completion of the Subscription
and the CMS Licence Agreement is also conditional on a waiver of
Rule 9 of the Takeover Code being permitted by the Takeover Panel,
which would be subject to the approval by the Independent
Shareholders of a waiver of any obligation of the Concert Party (or
any of its members) to make a mandatory general offer to the
Company's shareholders under Rule 9 of the Takeover Code upon issue
of the Subscription Shares arising from the Subscription and upon
exercise of the Subscriber Warrants granted to the Subscribers
("Panel Waiver"). There is no guarantee that the Independent
Shareholders will approve the Panel Waiver. If the Panel Waiver is
not approved, neither the Subscription, the CMS Licence Agreement,
the Placing or the Open Offer will proceed.
On Admission, the Concert Party will hold more than 50 per cent.
of the Company's voting share capital. In these circumstances, for
so long as the members of the Concert Party continue to be treated
as acting in concert, the Concert Party may increase its aggregate
interest in the Ordinary Shares without incurring any obligation
under Rule 9 of the Takeover Code to make a general offer, although
individual members of the Concert Party will not be able to
increase their percentage interests in Ordinary Shares through or
between a relevant Rule 9 threshold without the consent of the
Takeover Panel.
The Company intends to publish a circular setting out full
details of the Panel Waiver, further information on the Concert
Party, and subject to the successful closing of the Placing, the
terms and conditions of the Open Offer together with application
forms for the Open Offer and notice of general meeting (the
"Circular") as soon as possible after closing of the Bookbuild. It
is expected that the Circular will be dispatched on or around 5
February 2019, and will also be available at this time on the
Company's website at www.midatechpharma.com.
Details of the Placing
The Company proposes to raise a minimum of approximately GBP4.0
million, before expenses, by the placing of at least 103,896,103
Placing Shares at the Issue Price to the Placees. The Company and
the Joint Bookrunners have entered into the Placing Agreement,
pursuant to which the Joint Bookrunners agreed to use their
reasonable endeavours to procure Placees pursuant to the Placing.
The Placing is being conducted by way of an accelerated Bookbuild
led by the Joint Bookrunners.
The Issue Price of 3.85 pence represents a discount of
approximately 6.1 per cent. to the closing mid-market price of 4.1
pence per Ordinary Share on 1 February 2019, the latest practicable
date prior to the announcement of the opening of the Placing.
The Placing is conditional upon, inter alia, approval by
Shareholders at the General Meeting of the Resolutions and
Admission. The Company has agreed to pay all costs and expenses
relating to the application for Admission. The Placing Agreement is
conditional upon, amongst other things, Admission having occurred
on or before 15 March 2019.
The Placing Agreement contains certain warranties and
indemnities by the Company in favour of the Joint Bookrunners. It
also contains provisions entitling the Joint Bookrunners to
terminate the Placing Agreement prior to Admission if, among other
things, a breach of any of the warranties occurs or on the
occurrence of an event fundamentally and adversely affecting the
position of the Company.
The Bookbuild will be managed by the Joint Bookrunners and will
be conducted in accordance with the terms and conditions set out in
Appendix II. The Bookbuild will commence with immediate effect and
the book is expected to close by 4.30 p.m. (London time) on 5
February 2019, but the Joint Bookrunners reserve the right to close
the book earlier or later, without further notice. The Placing is
not being underwritten by the Joint Bookrunners or any other
person.
Qualifying investors who are invited, and who choose, to
participate in the Placing by making an oral and legally binding
offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety, including the
Appendix II, and to be making such offer on the terms and subject
to the conditions contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix II to this Announcement.
The Company has received non-binding indications of interest
from potential investors for the Placing during a pre-marketing
process. The number of Placing Shares will be agreed between the
Company and the Joint Bookrunners at the close of the Bookbuild.
Details of the number of Placing Shares and the approximate gross
proceeds of the Placing will be announced as soon as practicable
after the closing of the Bookbuild.
Details of the Open Offer
The Board recognises and is grateful for the continued support
received from Shareholders and considers it important that
Qualifying Shareholders have an opportunity to participate in the
Capital Raising on the same terms as investors in the Subscription
and the Placing. Subject to certain conditions, Qualifying
Shareholders are being given the opportunity to subscribe for, in
aggregate, up to 19,456,554 Open Offer Units at the Issue Price to
raise up to approximately GBP0.75 million on the following
basis:
0.318 Open Offer Units (comprising one Open Offer Share and one
Warrant) for every 1 Existing Ordinary Share held by the Qualifying
Shareholder on the Record Date
Any entitlements to Open Offer Units not subscribed for by
Qualifying Shareholders will be available to Qualifying
Shareholders under the Excess Application Facility.
Once subscriptions by Qualifying Shareholders under their
respective Basic Entitlements have been satisfied, the Company
shall, in its absolute discretion, determine whether to meet any
excess applications in full or in part and no assurance can be
given that applications by Qualifying Shareholders under the Excess
Application Facility will be met in full, in part or at all.
In the event of valid applications being received under the Open
Offer for more than the maximum number of Units available under the
Open Offer, the Directors may use their absolute discretion (with
the agreement of the Joint Bookrunners) to scale back applications
under the Open Offer as they see fit.
The Issue Price of 3.85 pence per Open Offer Unit represents a
discount of approximately 6.1 per cent. to the closing
middle-market price of 4.1 pence per Ordinary Share on 1 February
2019, being the last business day before the announcement of the
opening of the Placing.
The Open Offer is conditional, inter alia, on Shareholder
approval of the Resolutions and Admission. If the Open Offer does
not proceed any applications made by Qualifying Shareholders will
be rejected and application monies will be returned without payment
of interest as soon as practicable. The Open Offer will not be made
to certain Overseas Shareholders, further details of which will be
set out in the Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Units which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
It is intended that certain Directors will participate in the
Open Offer. An announcement will be made following the Open Offer
period to confirm the Directors' holdings where applicable.
Details of the Warrants
Each Warrant will be exercisable into one new Ordinary Share.
The exercise price per Warrant is 50 pence (being a 1,199 per cent.
premium to the Issue Price) and each Warrant shall become
exercisable only in cash during the period following the six month
anniversary of Admission and until the third anniversary of
Admission. No application will be made for the Warrants to be
admitted to trading on AIM.
Conditions and other information relating to the Capital
Raising
The Subscription, the Placing and the Open Offer are
conditional, inter alia, upon the passing of the Resolutions and
Admission.
The Placing and the Open Offer are also conditional upon:
(a) the Subscription and the Placing Agreement becoming
unconditional in all respects (save for Admission occurring) and
not having been terminated in accordance with its terms;
(b) Admission becoming effective by no later than 8.00 a.m. on
26 February 2019 (or such later time and/or date as the Company and
the Joint Bookrunners may agree (being not later than 8.30 a.m. on
15 March 2019).
In the event that the Open Offer does not proceed, any funds
paid by Qualifying Shareholders for Open Offer Units will be
returned.
APPIX II
TERMS & CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); (B) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (C) OTHER PERSONS TO WHOM IT
CAN LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A),
(B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES AND WARRANTS HAVE NOT BEEN REGISTERED AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED OR SOLD WITHIN THE US OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER APPLICABLE STATE
SECURITIES LAWS. ACCORDINGLY, THE PLACING SHARES AND WARRANTS MAY
BE OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN RELIANCE
UPON REGULATION S UNDER THE SECURITIES ACT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES AND WARRANTS.
This announcement does not constitute a prospectus, admission
document or other offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be
considered as a recommendation that any investor should subscribe
for any such securities. By participating in the Placing, each
Placee acknowledges and agrees with Panmure Gordon, Stifel and the
Company that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing.
This Announcement has been prepared and issued by the Company
and is and will be the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by Panmure Gordon or Stifel or their respective
directors, officers, employees, affiliates, branches, advisers,
consultants or agents or any other person as to or in relation to,
the accuracy or completeness of the Announcement or any other
written or oral information made available to or publicly available
to any Placee, any person acting on such Placee's behalf or any of
their respective advisers, and any liability therefor is expressly
disclaimed.
Placees will be deemed to have read and understood this
announcement in its entirety and to be participating, making an
offer and acquiring and/or subscribing on the terms and conditions,
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, subscribe for, hold, manage or dispose of any
Placing Shares or Warrants that are allocated to it for the
purposes of its business;
b) it is acquiring or subscribing for the Units for its own
account or for an account with respect to which it exercises sole
investment discretion, it has the authority to make and does make
the acknowledgements, representations and agreements contained in
this announcement and that, it (and any such account) is outside
the United States and is acquiring the Units in an "offshore
transaction" in accordance with Regulation S under the Securities
Act; and
c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
or Warrants acquired by it in the Placing will not be subscribed
for or acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in a member state of the
European Economic Area which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the
prior consent of Panmure Gordon and Stifel has been given to each
such proposed offer or resale.
The Units are being offered hereby only outside the United
States in reliance upon Regulation S under the Securities Act.
Until 40 days after Admission, an offer or sale of the Units made
within the United States or to a U.S. person (as such term is
defined in Regulation S) or for the account or benefit of a U.S.
person may violate the registration requirements of the Securities
Act if such offer or sale is made otherwise than pursuant to an
available exemption from registration under the Securities Act.
The Placing Shares or Warrants have not been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority, nor have the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this document. Any representation to
the contrary is a criminal offence in the United States. Persons
(including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this
Appendix or the Announcement of which it forms part should seek
appropriate advice before taking any action.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the
securities referred to in this Announcement will be subject to a
product approval process, which is expected to determine that the
securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, recipients of this
Announcement should note that: the price of the securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing and Open Offer. Furthermore
it is noted that, notwithstanding the Target Market Assessment,
Panmure Gordon and Stifel will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and for determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire
Units will be deemed to have read and understood this Announcement
in its entirety and to be making such offer to acquire Units on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings contained in this
Appendix.
Unless otherwise stated, defined terms used in this Appendix
have the meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Units
has been given and who has been invited to participate in the
Placing by Panmure Gordon or Stifel.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. Changes to the expected
timetable will be announced via a Regulatory Information
Service.
Details of the Placing
Panmure Gordon and Stifel have agreed to act on the terms and
subject to the conditions set out in the Placing Agreement as
agents of the Company to use reasonable endeavours to procure
persons to subscribe for the Units at the Issue Price. Panmure
Gordon and Stifel have entered into the Placing Agreement with the
Company in respect of the Placing. The issue and sale of the Units
is not underwritten by Panmure Gordon or Stifel.
The Placing Agreement contains customary warranties and an
indemnity given by the Company to Panmure Gordon and Stifel. The
Placing is conditional upon, amongst other things, the Resolutions
being passed by the requisite majorities.
A circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting will be sent
to Shareholders. A copy of the Circular and the Notice of General
Meeting will also be available from the Company's website at:
www.midatechpharma.com
A Placee's acceptance of this offer shall be irrevocable and its
obligations in respect thereof shall not be capable of rescission
or termination by it in any circumstance except fraud. All such
obligations are entered into by a Placee with Panmure Gordon and
Stifel in their capacity as agents for the Company and are
therefore directly enforceable by the Company.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
Application for admission to trading
Subject to all conditions being met, application will be made to
the London Stock Exchange for Admission. Subject to, amongst other
things, the Resolutions being passed by the requisite majorities at
the General Meeting, it is expected that settlement of any such
shares and Warrants and Admission will become effective on or
around 26 February 2019 and that dealings in the Placing Shares
will commence at that time.
Participation in, and principal terms of, the Placing
1. Panmure Gordon is acting as broker, Joint Bookrunner and
agent of the Company in respect of the Units. Stifel is acting as
Joint Bookrunner and agent of the Company in respect of the
Units.
2. Participation in the Placing will only be available to
Relevant Persons and others who may lawfully be, and are, invited
to participate by Panmure Gordon and/or Stifel. Panmure Gordon and
its affiliates and Stifel and its affiliates are each entitled to
participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Units.
4. The number of Units will be agreed between the Company and
Panmure Gordon following completion of a Bookbuilding exercise by
Panmure Gordon and Stifel ("Bookbuild"). The number of Units will
be announced on a Regulatory Information Service following
completion of the Bookbuild.
5. Each Placee's allocation ("Placing Participation") will be
confirmed to Placees orally by Panmure Gordon or Stifel, and a
trade confirmation or contract note will be dispatched as soon as
possible thereafter. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of
Panmure Gordon or Stifel (as the case may be) and the Company,
under which it agrees to acquire the number of Units allocated to
it at the Issue Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association. Such allocation and/or confirmation of allocation will
not grant a Placee any right to receive any dividend(s) and/or
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares, including, for the avoidance of
doubt, any right to participate in the Open Offer. Rights to
receive any dividend(s) and/or other distributions (if any) shall
only accrue when such right(s) arise after the date of issue of the
Placing Shares, which is expected to be on Admission.
6. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to Panmure Gordon or Stifel (acting as
agents of the Company), to pay in cleared funds immediately on the
settlement date in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the
Issue Price and the number of Units that such Placee has agreed to
subscribe for in connection with the Placing, conditional upon,
amongst other things, the passing of the Resolutions by the
Shareholders and Admission becoming effective on or before the 15
March 2019.
7. Irrespective of the time at which a Placee's Placing
Participation is confirmed, settlement for all Units to be
subscribed for or acquired pursuant to the Placing will be required
to be made at the same time, on the basis explained below under
"Timetable and Settlement".
8. Each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating in the Placing
upon the terms and conditions contained in this Announcement, and
to be providing the representations, indemnities, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Announcement.
9. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under the heading, "Conditions
and further terms of the Placing" and to the Placing Agreement not
being terminated on the basis referred to below. In the event that
the Placing Agreement does not become unconditional in all respects
or is terminated, the Placing will not proceed and all funds
delivered by a Placee to Panmure Gordon or Stifel (as the case may
be) in respect of a Placee's Placing Participation will be returned
to the relevant Placee at their own risk without interest.
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, neither (i)
Panmure Gordon, nor (ii) any of Panmure Gordon's directors,
officers, employees or consultants, nor iii) Stifel , nor (iv) any
of Stifel's directors, officers, employees or consultants, (v) to
the extent not contained in (i) (ii) (iii) or (iv), any person
connected with Panmure Gordon or Stifel as defined in the FCA Rules
((i), (ii) (iii) (iv) and and (v) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Panmure Gordon nor any of its
affiliates nor Stifel nor any of its affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Panmure Gordon's or Stifel conduct
of the Placing.
Conditions and further terms of the Placing
Panmure Gordon's and Stifel's obligations under the Placing
Agreement in respect of the Units are conditional on, inter
alia:
-- the Placing Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission;
-- the Subscription Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission; and
-- the passing (without any amendment, save as agreed by Panmure
Gordon) of the Resolutions at the General Meeting; and
-- Admission becoming effective by not later than 8.00 a.m. on
26 February 2019 (or such later date and time as may be agreed by
the Company, Panmure Gordon and Stifel, being no later than 15
March 2019).
If (i) any of the conditions contained in the Placing Agreement
are not fulfilled or waived by Panmure Gordon and Stifel or by the
respective time or date where specified (or such later time or date
as the Company, Panmure Gordon and Stifel may agree not being later
than 8.00 a.m. on the 15 March 2019) or (ii) the Placing Agreement
is terminated as described below, the Placing will lapse and the
Placee's rights and obligations thereunder in relation to the Units
shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee in respect thereof.
Panmure Gordon and Stifel may, at their absolute discretion and
upon such terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that the condition relating to the passing of the
Resolutions and the condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Panmure Gordon, nor Stifel, nor the Company shall have
any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Panmure Gordon or Stifel (as the case may
be).
Right to terminate under the Placing Agreement
Panmure Gordon and Stifel are entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia:
(a) the Company, in any material respect, fails to comply with
any of its obligations under the Placing Agreement;
(b) any of the warranties given by the Company to Panmure Gordon
and Stifel were not at the date of the Placing Agreement true and
accurate in any material respect or, by reference to the facts
subsisting at the relevant time, has ceased to be true and accurate
in any material respect; or
(c) in the opinion of Panmure Gordon and Stifel, there has
occurred any adverse change in, or any development reasonably
likely to involve an adverse change in, the condition (financial,
operational, legal or otherwise), earnings, business, management,
property, assets, rights, results, operations or prospects of the
Company or the Group which in each case is material in the context
of the Company or the Group taken as a whole, whether or not
arising in the ordinary course of business; or
(d) there happens, develops or comes into effect: (i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or (ii) the outbreak or escalation of hostilities
or acts of terrorism involving the United Kingdom or the
declaration by the United Kingdom of a national emergency or war;
or (iii) any other occurrence of any kind which (by itself or
together with any other such occurrence) in Panmure Gordon's and/or
Stifel's reasonable opinion is likely to materially and adversely
affect the market's position or prospects of the Group taken as a
whole; or (iv) any other crisis of international or national effect
or any change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in Panmure Gordon and/or
Stifel's reasonable opinion is likely to materially adversely
affect the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Units.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Panmure Gordon or Stifel of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Panmure Gordon or Stifel, and
that it need not make any reference to Placees and that it shall
have no liability to Placees whatsoever in connection with any such
exercise or decision not to exercise. Placees will have no rights
against Panmure Gordon, Stifel, the Company or any of their
respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999.
No Admission Document or Prospectus
The Units are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to
require an admission document or prospectus in the United Kingdom
or in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or submitted to the London Stock Exchange in relation to
the Placing, and Placees' commitments will be made solely on the
basis of the information contained in the Announcement (including
this Appendix). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Panmure Gordon or Strifel or any other person and neither
Panmure Gordon, Stifel nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by
Panmure Gordon, Stifel, the Company, or their respective officers,
directors, employees or agents. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Neither the Company, Stifel, nor
Panmure Gordon are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Units by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Units. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation or fraud.
Timetable and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place within CREST, subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in Panmure Gordon or Stifel's
opinion, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Units in the Placing will be sent a trade confirmation or contract
note stating the number of Units allocated to it at the Issue
Price, the aggregate amount owed by such Placee to Panmure Gordon
or Stifel and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Panmure Gordon or
Stifel.
In no circumstances will interest be payable to a Placee on sums
paid on account of settlement. Interest will be charged for
payments not received by Panmure Gordon or Stifel for value at the
time set out below at four per cent. per annum above the base
lending rate of the Bank of England from time to time.
Each Placee agrees that it will do all things necessary to
ensure that its CREST account enables delivery and acceptance of
the Units to be made to it on 26 February 2019 against payment of
the amount due and in accordance with the CREST system. Settlement
should be through Panmure Gordon against CREST ID: 83801 or through
Stifel against CREST ID: 601.
Failure by a Placee to do so will lead to a claim for interest
in accordance with the paragraph above if settlement in CREST is
consequently delayed.
Panmure Gordon and Stifel will enter a delivery versus payment
instruction into the CREST system for matching. The input to CREST
by a Placee of a matching or acceptance instruction will then allow
delivery of the shares to such Placee against payment of the Issue
Price for the relevant Placing Shares to be made through the CREST
system on Admission.
For the avoidance of doubt, Placing allocations will be booked
with a trade date of 21 February 2019 and settlement date of 26
February 2019, the date of Admission.
In the event of late CREST settlement, Panmure Gordon and Stifel
reserve the right to deliver a Placee's Placing Shares outside
CREST in certificated form, provided that payment has been made in
terms satisfactory to Panmure Gordon or Stifel (as the case may be)
and all other conditions relating to the Placing have been
satisfied.
Notwithstanding the above, the right is reserved to deliver all
of the Placing Shares and the Warrants to which a Placee is
entitled in certificated form should Panmure Gordon or Stifel
consider this necessary or desirable.
Neither Panmure Gordon, Stifel nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from the transfer of shares to a Placee or its
agent(s).
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon or Stifel (as the case may be) on
behalf of the Company may sell any or all of the Units allocated to
that Placee on such Placee's behalf and retain from the proceeds,
for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Units
on such Placee's behalf.
If Placing Shares and Warrants are to be delivered to a
custodian or settlement agent, Placees should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares and
Warrants are registered in a Placee's name or that of its nominee
or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such Placing Shares and
Warrants should, subject as provided below, be so registered free
from any liability to UK stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Confirmations, Representations and Warranties
This Announcement and all other documents issued by Panmure
Gordon and Stifel in connection with the Placing are issued by
Panmure Gordon and Stifel in their capacity as agents of the
Company. Panmure Gordon and Sitfel are acting solely for the
Company in relation to the Placing and for no other person. A
Placee is therefore not a client of Panmure Gordon or Stifel in
connection with the Placing and Panmure Gordon and Stifel are not
responsible to any Placee for providing the protections that are
afforded to its clients, or for advising any Placee in relation to
the transactions or arrangements described in this Announcement.
The contents or receipt of this Announcement do not constitute the
giving of investment advice by Panmure Gordon, Stifel, or the
Company, to any Placee.
If any prospective Placee is not able to give the confirmations,
representations, indemnities, warranties, undertakings and
acknowledgements contained in this Announcement then it should not
act on the information contained herein. This Announcement has not
been nor is being issued by Panmure Gordon or Stifel in their
capacity as an authorised person nor has it been approved by an
authorised person and it may not therefore be subject to the
controls which would apply if it were made or approved as a
financial promotion by an authorised person.
Placees are reminded that they are agreeing to accept their
Placing Participation solely on the basis of information contained
in this Announcement and other publicly available information.
The Placing Shares and Warrants have not been, nor will be,
registered under the Securities Act or the securities laws of any
state or jurisdiction of the United States, and may not be offered
or sold within the United States to, or for the account or benefit
of, US person (as that term is defined in Regulation S under the
Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and such other applicable state securities laws.
Accordingly, the Placing Shares and Warrants are being offered
hereby only outside the United States in reliance upon Regulation S
under the Securities Act.
The relevant clearances have not been, and will not be, obtained
from the Securities Commission of any province or territory of
Canada, no document in relation to the Placing has been, or will
be, lodged with, or registered by, the Australian Securities and
Investments Commission, and no registration statement has been, or
will be, filed with the Japanese Ministry of Finance or with any
regulatory authority in South Africa in relation to the Placing.
Accordingly, the Placing Shares and Warrants may not, directly or
indirectly, be offered, sold, re-sold or delivered in or into
Canada, Australia, Japan, New Zealand or South Africa or offered or
sold to a resident of Canada, Australia, Japan New Zealand or South
Africa and this Announcement may not be distributed in or into
Canada, Australia, Japan, New Zealand or South Africa except in
circumstances where the offer, sale or delivery within any province
or territory of Canada is permitted under the securities laws of
such province or territory without compliance with the prospectus
or registration requirements of such laws.
By participating in the Placing and agreeing to be bound by
these terms and conditions in this Announcement, each Placee (and
any person acting on such Placee's behalf) represents, warrants and
undertakes to each of the Company, Panmure Gordon and Stifel (on
its behalf of Panmure and Stifel and as agents for the Company)
that:
a) it has read and understood this Announcement (including the
Appendices) in its entirety and acknowledges that its participation
in the Placing will be governed by the terms of this Appendix;
b) it shall subscribe for in full the Units comprising its
Placing Participation and shall pay in full for the same a monetary
amount equal to its Placing Participation Amount when due;
c) its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
d) the exercise by Panmure Gordon or Stifel of any right of
termination or any right of waiver exercisable by Panmure Gordon or
Stifel contained in the Placing Agreement or the exercise of any
discretion under these terms and conditions shall be within the
absolute discretion of Panmure Gordon or Stifel, and neither
Panmure Gordon nor Stifel shall not have any liability to a Placee
whatsoever in connection with any decision to exercise or not
exercise any such rights and that a Placee has no rights against
Panmure Gordon or Stifel under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999;
e) in accepting its Placing Participation a Placee has not
relied on any representation relating to the Placing, the Placing
Shares and Warrants or the Company other than information contained
in the Announcement and/or other publicly available information
and/or its own investigations of the Company and in particular, but
without prejudice to the generality of the foregoing, it
acknowledges that it is not relying on any representations,
warranties or statements by Panmure Gordon or Stifel;
f) the contents of the Announcement are exclusively the
responsibility of the Company and neither Panmure Gordon nor any of
its directors, employees, officers, agents or advisers or nor
Stifel or any of its directors, employees, officers, agents or
advisers have nor shall have any liability for any information,
representation or statement contained or referred to in the
Announcement or contained or referred to in any other information
previously published by the Company and will not be liable for its
decision to participate in the Placing based on any information,
representation or statement in the Announcement or other publicly
available information, such information being all it deems
necessary to make an investment decision in respect of the
Units;
g) it has the relevant capacity and authority and has obtained
all necessary consents and authorities to enable it to give its
commitment to subscribe for the Placing Shares and Warrants and to
perform its subscription obligations;
h) it has complied with all relevant laws of all territories, or
obtained all requisite governmental or other consents and
authorities which may be required in connection with its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and that it has complied with all requisite
formalities and that it has not taken any action or omitted to take
any action which will or may result in Panmure Gordon, Stifel or
the Company or any of their directors, officers, agents, employees
or advisers acting in breach of the legal and regulatory
requirements of any territory in connection with the Placing or its
Placing Participation;
i) if it is a resident in a member state of the European
Economic Area, it is a "Qualified Investor" within the meaning of
the law in the relevant member state implementing Article 2(1)(e)
of the Prospectus Directive;
j) it is one of the following types of person: (i) an investment
professional within the meaning of Article 19(5) of the Order; (ii)
a person who falls within Article 49(2)(a) to (d) of the Order; or
(iii) any other person to whom this Announcement may lawfully be
communicated;
k) it has not offered or sold and will not offer or sell any
Placing Shares and Warrants in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
l) it has not offered or sold and will not offer or sell any
Placing Shares and Warrants to the public in any member state of
the European Economic Area except in circumstances falling within
Article 3(2) of the Prospectus Directive which do not result in a
requirement for a publication of a prospectus pursuant to Article 3
of the Prospectus Directive;
m) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares and Warrants in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
n) it is aware of, has complied with and will comply with its
obligations in connection with the Criminal Justice Act 2003, MAR,
the Proceeds of Crime Act 2002, the ML Regulations, the Terrorism
Act 2000 and the Terrorism Act 2006 to the extent applicable to
it;
o) it will not distribute this Announcement or any other
document relating to the Placing and it will be acquiring the Units
for its own account as principal or for a discretionary account or
accounts (as to which it has the authority to make and do make the
statements in these terms and conditions) for investment purposes
only;
p) neither Panmure Gordon or Stifel owe any fiduciary duties to
it in respect of any claim it may have relating to the Placing;
q) it shall have no claim against Panmure Gordon, Stifel or the
Company and it hereby irrevocably waives all such claims howsoever
arising;
r) it agrees to indemnify and hold harmless each of the Company,
Panmure Gordon and Stifel and their respective affiliates from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and
undertakings in these terms and conditions and further agrees that
the provisions of these terms and conditions shall survive after
completion of the Placing;
s) it has not received a prospectus, admission document or other
offering document in connection with the Placing and acknowledge
that no prospectus, admission document or other offering document
has been prepared in connection with the Placing;
t) if it is a pension fund or investment company, its
subscription for or acquisition of any Units is in full compliance
with applicable laws and regulations;
u) the issue or transfer of Placing Shares and Warrants to it
(whether as principal, agent or nominee) will not be subject to
stamp duty or stamp duty reserve tax at the increased rates
referred to in sections 67 or 93 (Depositary Receipts) or sections
70 or 96 (Clearance Services) of the Finance Act 1986;
v) it is not a U.S. person (as such term is defined in the US
Securities Act) or acquiring the Placing Shares and Warrants for
the benefit of a U.S. person and is acquiring the Placing Shares
and Warrants in an "offshore transaction" (within the meaning of
Regulation S);
w) it is aware that the Placing Shares and Warrants have not
been and will not be registered under the Securities Act or under
the securities laws of any state or other jurisdiction of the
United States and may not be offered or sold within the US or to,
or for the account or benefit of, US persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and such other
applicable securities laws;
x) it is not acquiring the Placing Shares and Warrants with a
view to any distribution or resale, directly or indirectly, in the
United States;
y) it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other
materials concerning the Placing to any other persons within the
United States, nor will it do any of the foregoing;
z) the Placing Shares and Warrants have not been offered by the
Company, the Joint Bookrunners, their respective directors,
officers, agents, employees, advisors or any others by means of any
"directed selling efforts" as defined in Regulation S;
aa) it is not a person who is resident in, or a citizen of
Australia, Canada, Japan, New Zealand or South Africa (or an agent
or nominee of such a person) or a national or resident of any other
territory in which it is unlawful to make an offer to subscribe for
the Placing Shares and Warrants;
bb) the relevant clearances have not been and will not be
obtained from the Securities Commission of any province or
territory of Canada and that the Placing Shares and Warrants have
not been and will not be registered under the securities laws of
Australia, Canada, Japan, New Zealand or South Africa and,
therefore, the Placing Shares and Warrants may not be, directly or
indirectly, offered or sold in Australia, Canada, Japan, New
Zealand or South Africa except in circumstances where the offer,
sale or delivery within any province or territory of Canada is
permitted under the securities laws of such province or territory
without compliance with the prospectus or registration requirements
of such laws;
cc) neither it nor any affiliate, nor any person acting on its
or any affiliate's behalf, has or will offer, sell, take up,
renounce, transfer or deliver directly or indirectly any Placing
Shares and Warrants within Australia, Canada, Japan, New Zealand or
South Africa or offer, sell, take up, renounce, transfer or deliver
in favour of or to a resident of Australia, Canada, Japan, New
Zealand or South Africa except in circumstances where any such
action is permitted in, into or from any province or territory of
Canada under the applicable securities laws of such province or
territory of Canada without compliance with the prospectus or
registrations requirements of such laws and is carried out in
accordance with any applicable resale requirements of such
laws;
dd) it understands that, until 40 days after Admission, it may
not offer or sell the Placing Shares or Warrants to, or for the
benefit of, a U.S. person otherwise than pursuant to an available
exemption from registration under the US Securities Act;
ee) to the extent that it is purchasing Units on behalf of a third party:
(i) it has carried out applicable procedures to verify the
identity of such third party for the purposes of the ML
Regulations;
(ii) it has complied fully with its obligations pursuant to the
ML Regulations;
(iii) it will provide Panmure Gordon or Stifel (as the case may
be) on demand with any information it might require for the
purposes of verification under the ML Regulations; and
(iv) it is not accepting its Placing Participation on a
non-discretionary basis other than as agent for persons who are
acquiring securities in the ordinary course of their business.
Money laundering
It is also a term of these terms and conditions that, to ensure
compliance with the FCA Rules, the Proceeds of Crime Act 2002 and
the ML Regulations (as applicable) Panmure Gordon or Stifel (as the
case may be) may, in their absolute discretion, require
verification of a Placee's identity to the extent that it has not
already provided the same. Pending the provision to Panmure Gordon
or Stifel (as the case may be) of evidence of identity, definitive
certificates in respect of the Placing Shares and Warrants or the
crediting of the relevant CREST accounts may be retained or delayed
at Panmure Gordon or Stifel's absolute discretion.
If within a reasonable time after a request for verification of
identity, Panmure Gordon or Stifel (as the case may be) have not
received evidence satisfactory to it, Panmure Gordon or Stifel as
applicable, may, in their absolute discretion, terminate a Placee's
Placing Participation (but without prejudice to Panmure Gordon or
Stifel's rights or the Company's rights to take proceedings to
recover any loss suffered by either or both of them as a result of
a failure to provide satisfactory evidence), in which event the
monies payable on acceptance of the relevant Units will, if paid,
be returned without interest to the account of the bank from which
they were originally debited. No Placing Shares and Warrants will
be placed with a Placee if before Admission its acceptance of any
Placing Shares and Warrants is rejected pursuant to the
Regulations. Neither Panmure Gordon nor Stifel will be liable to a
Placee or any other person for any loss suffered or incurred as a
result of the exercise of such discretion or as a result of any
sale of shares comprised in a Placee's Placing Participation.
Law and jurisdiction
These terms and conditions and any non-contractual obligations
connected with them are governed by English law.
All disputes arising under or in connection with these terms and
conditions, or in connection with the negotiation, existence, legal
validity, enforceability or termination of these terms and
conditions, regardless of whether the same shall be regarded as
contractual claims or not, shall be exclusively governed by and
determined only in accordance with English law.
Placees irrevocably agree that the English courts are to have
exclusive jurisdiction, and that no other court is to have
jurisdiction to:
determine any claim, dispute or difference arising under or in
connection with these terms and conditions or in connection with
the negotiation, existence, legal validity, enforceability or
termination of these terms and conditions, whether the alleged
liability shall arise under English law or under the law of some
other country and regardless of whether a particular cause of
action may successfully be brought in the English courts
("Proceedings"); or
grant interim remedies, or other provisional or protective
relief.
Placees submit to the exclusive jurisdiction of such courts and
accordingly any Proceedings may be brought against the Placees or
any of them or any of their respective assets in such courts.
In considering this investment Placees should note that the
Placing Shares are, or will be, traded on AIM, a market designed
primarily for emerging or smaller companies to which a higher
investment risk than that associated with larger or more
established companies tends to be attached. The rules of AIM are
less demanding than those applicable to companies listed on the
Official List of the UK Listing Authority.
The Company, Panmure Gordon and Stifel draw Placees' attention
expressly to the fact that the value of shares can fluctuate in
value in money terms, and accordingly that a Placee may not
realise, on disposal by it of Placing Shares and Warrants which it
acquires or subscribes for, the full amount of its investment.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon or Stifel (as the case may be) shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Appendix III
DEFINITIONS
A&B (HK) A&B (HK) Company Ltd, a company existing
under the laws of Hong Kong, having
its registered address at Unit 2016,
21/F Island Place Tower No. 510 King's
Road, North Point, Hong Kong, which
is ultimately wholly owned by Mr. Lam
Kong and which is related to CMS by
virtue of each of A&B (HK) Company Ltd
and CMS having a common ultimate shareholder
being Mr. Lam Kong.
A&B (HK) Subscription the subscription by A&B (HK) for 103,896,103
Units at an aggregate cost of GBP4 million
pursuant to the A&B (HK) Subscription
Agreement.
A&B (HK) Subscription Agreement the conditional subscription agreement
entered into on 29 January 2019 between
the Company and A&B (HK), further details
of which are set out in this Announcement.
Admission admission of the New Ordinary Shares
of the Company to trading on AIM becoming
effective in accordance with Rule 6
of the AIM Rules.
AIM the market of that name operated by
the London Stock Exchange.
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from time
to time.
Announcement this announcement.
Application Form the application form on which Qualifying
Non-CREST Shareholders may apply for
Open Offer Shares under the Open Offer.
Articles the articles of association of the Company.
Basic Entitlement(s) the entitlement to subscribe for Open
Offer Shares, allocated to a Qualifying
Shareholder pursuant to the Open Offer.
Board the board of directors of the Company
from time to time.
Business Day a day other than a Saturday, Sunday
or public holiday on which banks are
open for general business in the City
of London.
Capital Raising the Subscription, the Placing and the
Open Offer taken together.
CA 2006 the Companies Act 2006 as amended.
CMS China Medical System Holdings Limited,
a company existing under the laws of
the Cayman Islands and listed on the
Hong Kong Stock Exchange (Code: 00867).
CMS Bridging CMS Bridging Limited, a company organised
under the laws of Hong Kong, and whose
registered address is Unit 2106, 21/F,
Island Place Tower No. 510 Kings Road,
North Point, Hong Kong, a wholly owned
subsidiary of CMS.
CMS HK CMS Medical Hong Kong Limited, a company
organised under the laws of Hong Kong
and whose registered address is Unit
2106, 21/F, Island Place Tower No. 510
Kings Road, North Point, Hong Kong,
a wholly owned subsidiary of CMS.
CMS Licence Agreement the license, collaboration and distribution
agreement entered into by the Company,
CMS Bridging, CMS HK and CMS on 29 January
2019.
Concert Party Related Agreements the A&B (HK) Subscription Agreement,
the CMS Subscription Agreement, the
Relationship Agreement, the Lock-In
Deed and the CMS Licence Agreement.
CMS Subscription the subscription by CMS Venture for
103,896,103 Units at an aggregate cost
of GBP4 million pursuant to the CMS
Subscription Agreement.
CMS Subscription Agreement the conditional subscription agreement
for Units entered into on 29 January
2019 between the Company and CMS Venture.
CMS Territory the Greater China Area and certain countries
in south east Asia.
CMS Venture CMS Medical Venture Investment (HK)
Limited, a wholly owned subsidiary of
CMS.
Concert Party the Concert Party for the purposes of
the Takeover Code, the members of which
are the Subscribers being CMS Venture
and A&B (HK) and each of their concert
parties including, but not limited to,
Mr. Lam Kong.
Company or Midatech Midatech Pharma plc, incorporated and
registered in England and Wales (with
registration number 09216368), whose
registered office is at 65 Innovation
Drive, Milton Park, Milton, Abingdon,
Oxfordshire OX14 4RQ.
CREST the computerised settlement system (as
defined in the CREST Regulations) operated
by Euroclear which facilitates the holding
and transfer of title to shares in uncertificated
form.
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755) and any
modification thereof or any regulations
in substitution thereof for the time
being in force.
Directors the directors of the Company.
Enlarged Share Capital the issued ordinary share capital of
the Company immediately following Admission
(comprising the Existing Ordinary Shares,
the Subscription Shares, the Placing
Shares and the Open Offer Shares). Where
the context requires, this assumes full
take-up of the Open Offer Shares.
Euroclear Euroclear UK & Ireland Limited, a company
incorporated in England and Wales and
the operator of CREST.
Excess Application Facility the facility by which Qualifying Shareholders
may apply under the Open Offer for Open
Offer Units in excess of their Open
Offer Entitlements.
Existing Ordinary Shares the 61,184,135 Ordinary Shares in issue
at the date of this Announcement.
Existing Shareholders Shareholders who hold Existing Ordinary
Shares as at the Record Date.
FCA the Financial Conduct Authority of the
United Kingdom.
FSMA the Financial Services and Markets Act
2000, as amended.
General Meeting or GM the general meeting of the Company to
be held in the week commencing 25 February
2018.
Greater China Area mainland China, Hong Kong, Macau and
Taiwan.
Group the Company and its subsidiaries and
subsidiary undertakings.
Independent Shareholders the Shareholders other than (i) the
members of the Concert Party (to the
extent they are Shareholders as at the
Record Date) and (ii) any Existing Shareholders
who participate in the Placing (to the
extent they are Shareholders as at the
Record Date).
Issue Price 3.85 pence per Unit.
Joint Bookrunners joint bookrunners to the Company for
the purpose of Placing, Panmure and
Stifel.
ML Regulations the Money Laundering Regulations 2017
London Stock Exchange London Stock Exchange plc.
NDA New Drug Application.
MAR the Market Abuse Regulation (EU) No
596/2014.
New Ordinary Shares the ordinary shares of 0.005 pence each
in the capital of the Company to be
issued pursuant to the Subscription,
the Placing and the Open Offer.
Open Offer the conditional invitation to be made
to Qualifying Shareholders to apply
to subscribe for Units at the Issue
Price.
Open Offer Entitlement or the entitlement of Qualifying Shareholders
Basic Entitlement to subscribe for Open Offer Units allocated
to Qualifying Shareholders on the Record
Date pursuant to the Open Offer calculated
on the basis of 0.318 Open Offer Unit
for every 1 Existing Ordinary Share
held by that Qualifying Shareholder
on the Record Date.
Open Offer Shares the 19,456,554 New Ordinary Shares being
made available to Qualifying Shareholders
pursuant to the Open Offer.
Open Offer Units means the Units to be offered to Qualifying
Shareholders under the Open Offer comprising
one Open Offer Share and one Warrant.
Ordinary Shares ordinary shares of 0.005 pence each
in the capital of the Company.
Overseas Shareholder holders of Existing Ordinary Shares
who are neither resident in, nor have
a registered address in, the UK.
Panel The Panel on Takeovers and Mergers.
Panel Waiver the waiver to be sought from the Panel
(subject to the passing of the Whitewash
Resolution by the Independent Shareholders)
in respect of any obligation of the
Concert Party (individually and collectively)
to make a mandatory general offer pursuant
to Rule 9 as a result of (i) the issue
of the Subscription Shares; and (ii)
the issue and exercise of the Subscription
Warrants.
Panmure Gordon Panmure Gordon (UK) Limited, the Company's
Nominated Advisor and Joint Bookrunner.
Placees persons who have agreed to subscribe
for Units in the Placing.
Placing the placing of the Units by the Joint
Bookrunners, at the Issue Price, pursuant
to the Placing Agreement to be carried
out by an accelerated bookbuild process.
Placing Agreement the conditional agreement dated 4 February
2019 between (1) the Company and (2)
Panmure Gordon and (3) Stifel relating
to the Placing and Open Offer.
Placing Shares the New Ordinary Shares to be allotted
pursuant to the Placing.
Qualifying CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares in uncertificated form.
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares in certificated form.
Qualifying Shareholders subject to any restrictions imposed
on Overseas Shareholders, holders of
Existing Ordinary Shares whose names
appear on the register of members of
the Company on the Record Date as holders
of Existing Ordinary Shares and who
are eligible to be offered Open Offer
Units under the Open Offer.
Record Date expected to be on or around 6.00 p.m.
on 4 February 2019, in respect of the
entitlements of Qualifying Shareholders
under the Open Offer.
Relationship Agreement the relationship agreement entered into
on 29 January 2019 between the Company,
CMS, CMS Venture, Mr. Lam Kong, A&B
(HK) and Panmure Gordon to regulate
the Company's relationship with such
parties.
Registrar and Receiving Neville Registrars Limited.
Agent
Regulation S Regulation S under the Securities Act.
Resolutions the resolutions to be proposed at the
GM.
Restricted Jurisdiction each and any of the United States of
America, Australia, Canada, Japan, New
Zealand, Russia, and the Republic of
South Africa and any other jurisdiction
outside of the United Kingdom where
a distribution may lead to a breach
of any applicable legal or regulatory
requirements.
Rule 9 Rule 9 of the Takeover Code.
Securities Act the US Securities Act of 1933, as amended.
Shareholders or member holders of Existing Ordinary Shares
and/or New Ordinary Shares as the context
requires.
Spanish Government Loan the proposed loan finance that the Company
has applied for under the Spanish Ministry
of Industry Reindustrialisation programme.
Stifel Stifel Nicolaus Europe Limited, the
Company's Joint Bookrunner.
Subscribers A&B (HK) and CMS Venture who have each
agreed to subscribe for Units at the
Issue Price pursuant to the Subscription
Agreements.
Subscriber Warrants the 207,792,206 Warrants to be granted
to the Subscribers pursuant to the Subscription.
Subscription the proposed subscription by the Subscribers
of 207,792,206 Units at the Issue Price
pursuant to the Subscription Agreements.
Subscription Agreements the A&B Subscription Agreement and the
CMS Subscription Agreement.
Subscription Shares the 207,792,206 New Ordinary Shares
which the Company is proposing to issue
pursuant to the Subscription.
Takeover Code the City Code on Takeovers and Mergers.
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland.
Uncertified or in uncertificated recorded on the relevant register of
form the share or security concerned as being
held in uncertified form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by means
of CREST.
Unit a unit comprising one New Ordinary Share
and one Warrant.
United Kingdom Listing Authority the FCA, acting in its capacity as the
competent authority for the purposes
of Part VI of FSMA.
US or United States the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia and all other areas subject
to its jurisdiction.
US person a US person for purposes of Regulation
S under the Securities Act.
Warrants the unlisted warrants over New Ordinary
Shares to be issued to the Subscribers,
the Placees and the Qualifying Shareholders
(to the extent that Qualifying Shareholders
subscribe for Open Offer Units pursuant
to the Open Offer) pursuant to the terms
of the Warrant Instrument, conditional
upon the passing of the Whitewash Resolution
and completion of the Capital Raising,
exercisable at a price of 50 pence per
Warrant. The Warrants will not be admitted
to trading on AIM.
Warrant Instrument the deed poll instrument of the Company
dated 29 January 2019 pursuant to which
the Warrants will be issued to the Subscribers,
the Placees and the Qualifying Shareholders
(to the extent that Qualifying Shareholders
subscribe for Open Offer Units pursuant
to the Open Offer) upon completion of
the Capital Raising.
Whitewash Resolution the ordinary resolution of the Independent
Shareholders to approve the Panel Waiver
to be proposed and held on a poll at
the General Meeting.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCTIMATMBMMBPL
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February 04, 2019 10:16 ET (15:16 GMT)
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