Adams27 May 2021 08:30
RNS Number : 9555Z
Adams PLC
27 May 2021
Adams plc
("Adams" or the "Company")
Investment in Motif Bio Plc ("Motif Bio") to be renamed BiVictriX Therapeutics Plc upon readmission to AIM
The Directors announce that, further to the announcement made on 26 May 2021 by Motif Bio referred to below, Adams has committed to subscribe for 2,500,000 new ordinary shares of 2.2p each in Motif Bio ("New Ordinary Shares") at a price of 20 pence per share for a total cash consideration of £500,000 under a conditional placing agreement.
The announcement released by Motif Bio on 26 May 2021 discloses that it has entered into a conditional contract for the acquisition of the entire issued share capital of BiVictriX Therapeutics Limited ("BiVictriX") for an aggregate consideration of £5,500,608 to be satisfied by the issue of New Ordinary Shares in Motif Bio and cash, and that it has also conditionally raised gross proceeds of £10.1 million by way of a placing and subscription issue of 50,500,000 New Ordinary Shares to new and existing shareholders.
The acquisition of BiVictriX constitutes a "reverse takeover" under Rule 14 of the AIM Rules for Companies, and accordingly is subject to the approval of Motif Bio shareholders, which is being sought at a General Meeting convened for 14 June 2021.
As part of the above acquisition and fundraising proposals, the Motif Bio directors believe that it is in the best interests of the company for there to be a share consolidation (the "Share Consolidation") of 1 New Ordinary Share for every 220 existing ordinary share of 0.01p in Motif Bio ("Existing Ordinary Shares") to reduce the number of ordinary shares in issue, which will then comprise the New Ordinary Shares of 2.2p each, and thereby increase the share price with a view to decreasing the spread between the bid and offer prices.
The placing is conditional, amongst other things, upon the proposed reverse acquisition by Motif Bio of BiVictriX and its readmission to trading on AIM under the new name BiVictriX Therapeutics Plc having become effective at or around 8.00 a.m. on 15 June 2021 or such later time and date as Motif Bio and its broker agent, SP Angel, may agree (being not later than 8.00 a.m. on 2 July 2021).
Following the Share Consolidation and assuming the maximum number of New Ordinary Shares are issued pursuant to the above BiVictriX acquisition and fund raise proposals, the issued ordinary share capital of Motif Bio will comprise 80,979,876 New Ordinary Shares upon readmission to trading on AIM.
Adams's holding of 2,500,000 New Ordinary Shares in Motif Bio will represent 3.09% of the company's maximum number of 80,979,876 New Ordinary Shares in issue upon readmission to trading on AIM as BiVictriX Therapeutics Plc, which is currently expected to take place on or around 15 June 2021.
Adams is expected to have remaining cash balances of approximately £2.69 million following this investment.
Richard Griffiths, who has an int
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