AMYT.L Regulatory News (AMYT)

12 June 2019

AIM: AMYT

Euronext Growth: AYP

Amryt Pharma plc

("Amryt" or the "Company")

Proposed Capital Reorganisation

Posting of Annual Report and Notice of AGM

Amryt, the biopharmaceutical company focused on rare and orphan diseases, announces that copies of the 2018 Annual Report have today been sent to shareholders along with the Notice of Annual General Meeting ("AGM"). Copies are also available from the Company's website, www.amrytpharma.com.

Capital Reorganisation

At the AGM, the Directors are inviting Shareholders to approve certain resolutions which will authorise the Company to purchase and cancel 43,171,134 deferred ordinary shares ("Deferred Shares") in the capital of the Company. In addition, the company will seek authority to undertake a consolidation of the existing ordinary shares in the capital of the Company (the "Existing Ordinary Shares") under which every six Existing Ordinary Shares will be consolidated into one new ordinary share (the "New Ordinary Shares") (the "Consolidation" and together with the purchase and cancellation of the Deferred Shares, the "Capital Reorganisation").

The purpose and rationale for the Capital Reorganisation is to reduce the total number of shares in issue to increase the value of the Company's shares to a figure more appropriate for a listed company in light of the proposed acquisition of Aegerion Pharmaceuticals, Inc. and associated increase in scale of the enlarged group. The Deferred Shares are effectively valueless as they do not carry any rights to vote nor any dividend rights, are not listed to be traded on the AIM or Euronext Markets and are not transferrable. As such, the cancellation of the Deferred Shares has no impact on shareholders.

In order to implement the Capital Reorganisation, an issue of additional shares and an amendment to the articles of association of the Company (the "Articles") is required (as described below).

Issue of additional Existing Ordinary Shares

If the Resolutions are passed by the shareholders of the Company, the Company will, prior to 6.00 pm BST on the record date ("Record Time"), issue such number of additional Existing Ordinary Shares as will result in the total number of Existing Ordinary Shares in issue being exactly divisible by six. Assuming no other Existing Ordinary Shares are issued between the date of this announcement and before the Record Time, only three additional Existing Ordinary Shares will be issued (subject to any revision to the Company's issued share capital between the date of this announcement and the Record Time).

Fractional entitlements

It is likely that the Consolidation will result in fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by six. No certificates will be issued for fractional entitlements to New Ordinary Shares.

Accordingly, following the implementation of the Capital Reorganisation, any shareholder who, as a result of the Consolidation, has a fractional entitlement to any New Ordinary Shares, will not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares.

Furthermore, any shareholders holding fewer than 6 Existing Ordinary Shares as at the Record Time will cease to be a shareholder of the Company.

Sale of fractional entitlements

Any New Ordinary Shares arising out of fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of shareholders entitled to fractions. This therefore includes all Existing Ordinary Shares held by shareholders who held fewer than six Existing Ordinary Shares.

The directors of the Company are of the view that, as a result of the administrative burden and disproportionate costs involved, it would not be in the best interests of the Company to distribute the proceeds of sale of fractions to shareholders. Therefore, the net proceeds arising from the sale of fractions will be donated by the Company to charity.

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Capital Reorganisation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the responsibility of the stockbroker or nominee to deal with fractions arising within their customer accounts, and not the responsibility of the Company.

Amendment to the Articles

Due to the proposed Capital Reorganisation, the Company proposes to amend its Articles to reflect the purchase and cancellation of the Deferred Shares and the Consolidation. As set out in further detail in Resolution 10 of the Notice of Annual General Meeting, it is proposed that the existing article 3 (Share Capital) of the Articles is replaced with a new article 3 (Share Capital).

Notice of AGM

The Company's AGM will be held at 11.00am BST on 10 July 2019 at The Holiday Inn London Mayfair, 3 Berkeley Street, Mayfair, London W1J 8NE.

Enquiries:

About Amryt

Amryt is a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases.  

Lojuxta® is an approved treatment for adult patients with the rare cholesterol disorder - Homozygous Familial Hypercholesterolaemia ("HoFH"). This disorder impairs the body's ability to remove low density lipoprotein ("LDL") cholesterol ("bad" cholesterol) from the blood, typically leading to abnormally high blood LDL cholesterol levels in the body from before birth - often ten times more than people without HoFH - and subsequent aggressive and premature narrowing and blocking of blood vessels. Lojuxta® is indicated as an adjunct to a low-fat diet and other lipid-lowering medicinal products with or without LDL apheresis in adult patients with HoFH.

Amryt is the marketing authorisation holder and has an exclusive licence to sell Lojuxta® (lomitapide) across the European Economic Area, Middle East and North Africa, Switzerland, Turkey, Israel, Russia, the Commonwealth of Independent States and the non-EU Balkan states.

Amryt's lead development candidate, AP101, is a potential treatment for Epidermolysis Bullosa ("EB"), a rare and distressing genetic skin disorder affecting young children and adults for which there is currently no treatment. It is currently in Phase 3 clinical trials and recently reported positive unblinded interim efficacy analysis results and is anticipated will be fully enrolled by end of H2 2019. The European and US market opportunity for EB is estimated to be in excess of $1 billion.

In March 2018, Amryt in-licenced a pre-clinical gene-therapy platform technology, AP103, which offers a potential treatment for patients with Recessive Dystrophic Epidermolysis Bullosa, a subset of EB, and is also potentially relevant to other genetic disorders. 

In May 2019, Amryt announced the planned acquisition of Aegerion Pharmaceuticals. This Transaction will put Amryt on the path to creating a rare and orphan disease company with a diversified offering of multiple commercial and development stage assets and will provide it with scale to support further growth. The Transaction will give Amryt an expanded commercial footprint to market two US and EU approved products, lomitapide (Juxtapid® (US/ROW) / Lojuxta® (EU)) and metreleptin (Myalept® (US) / Myalepta® (EU)). Amryt's leadership team already has a deep knowledge of both these products and since December 2016 has successfully commercialized Lojuxta® across Europe and the Middle East.

For more information on Amryt, please visit www.amrytpharma.com.