20 Mar 2015 07:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement and not an admission document or a prospectus. It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the admission document (the "Admission Document") to be published by Motif Bio Limited, to be re-named Motif Bio plc on re-registration as a public limited company, in connection with the proposed admission of the ordinary shares in the capital of the Company to trading on AIM, a market operated by London Stock Exchange plc ("Admission"). Copies of the Admission Document will, following publication, be available on the Motif's website at www.motifbio.com.
20 March 2015
Amphion Innovations plc
Partner Company, Motif BioSciences Limited, to be re-named Motif Bio plc on re-registration as a public listed company
("Amphion", the "Company" or the "Group")
Update re: Intention to Float on AIM
Expected Admission date set for clinical stage biopharmaceutical company developing new antibiotics
Pursuant to the Company's statement on 2 February 2015, Amphion is pleased to confirm that its Partner Company, Motif Bio plc, will seek admission of its ordinary shares to trading on the AIM market of the London Stock Exchange. Admission is expected on 31 March 2015. As of 31 December 2014, Amphion owned approximately 38% of Motif.
Motif is a clinical stage biopharmaceutical company, which specialises in developing novel antibiotics designed to be effective against serious and life-threatening infections caused by multi-drug resistant bacteria. Upon admission, Motif will have a lead antibiotic candidate, iclaprim, in clinical development and MTF-001, a preclinical stage programme to design a best-in-class dihydrofolatereductase inhibitor (DHFRi). Discussions and negotiations with academic institutions and pharmaceutical companies are under way to build a portfolio of antibiotic candidates through licensing.
The Directors of Motif anticipate that iclaprim could be ready for commercialisation within approximately 36 months.
For further information please contact
Amphion Innovations plcCharlie Morgan,+1 (212) 210 6224
Yellow Jersey PR Dominic Barretto / Philip Ranger/ Fiona Walker+44 7768 537 739Panmure Gordon Limited Freddy Crossley / Duncan Monteith (Corporate Finance)Charles Leigh-Pemberton (Corporate Broking)+44 020 7886 2500
Plumtree Capital Limited(Advisor to Amphion)
Stephen Austin
+44 207 183 2493
+1 646 568 7502
About Amphion Innovations plc Amphion (LSE: AMP) builds shareholder value in emerging companies in the medical and technology sectors, by using a focused, hands-on company building approach, based on decades of experience in both the US and UK. Amphion has significant shareholding in 7 Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies. The Partner Companies collectively own or control over 200 separately identified pieces of intellectual property, a number which grows rapidly each year.
On the web: www.amphionplc.com
Forward-looking statements
This announcement may include forward-looking statements regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance, achievements of or dividends paid by the Group to be materially different from actual results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's net asset value, present and future business strategies and income flows and the environment in which the Group will operate in the future.
These forward-looking statements speak only as of the date of this announcement. Save as required by law or the AIM Rules for Companies, each of the Group, Cairn and Northland expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
Important Notice
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities to any person in the United States or any other jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into any contract or commitment whatsoever. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law, and persons into whose possession this announcement, or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The ordinary shares of the Company ("Ordinary Shares") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in compliance with any applicable state and local securities laws. There will be no public offering of securities in the United States or elsewhere.
The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or the Republic of Ireland or the Republic of South Africa. There will be no public offering of securities in Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or elsewhere.
This announcement is only addressed to, and directed at, persons in the United Kingdom who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Articles 49(2) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
Any purchase or subscription of Ordinary Shares in the proposed Placing should be made solely on the basis of the information contained in the Admission Document to be issued by the Company in connection with Admission. None of the Company, Cairn, Northland or any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or advisers or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in, in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company or its Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents, or otherwise arising in connection therewith. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change and does not purport to be full or complete. None of the Company, Cairn or Northland undertakes to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing, Admission or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and Admission, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or any transaction, arrangements or other matters referred to in this announcement.
Northland Capital Partners Limited ("Northland"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and Admission, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or any transaction, arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Cairn or Northland by FSMA or the regulatory regime established thereunder, neither of Cairn or Northland accept any responsibility whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person, in connection with Admission or the Placing, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Cairn and Northland accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Admission Document will be published or that the Placing and Admission will occur, and you not should base your financial decisions on the Company's intentions in relation to the Placing and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing. Persons considering investment in the Company should seek their own financial advice immediately from their stockbroker, solicitor, accountant or other independent adviser authorised under FSMA, who specialises in advising on the acquisition of shares and other securities, if you are in the United Kingdom, or any appropriately authorised person under applicable laws, if you are located in any other jurisdiction.