13 Jul 2020 17:57
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
4D pharma plc
("the Company" or "4D")
Result of Fundraising
4D pharma plc (AIM: DDDD), a pharmaceutical company leading the development of Live Biotherapeutic Products ("LBPs"), announces that, further to the announcement released yesterday, it has successfully raised gross proceeds of approximately £7.7million (approximately £7.3m net of expenses), through a Placing of 16,807,616 new Ordinary Shares (the "Placing Shares") and Subscription of 5,090,784 new Ordinary Shares (the "Subscription Shares") with certain existing and new investors at an Issue Price of 35 pence per share.
The Placing has now closed. The Issue Price represents a 14.6 per cent. discount to the closing mid-market price of 41.0 pence on 10 July 2020, the Business Day before the announcement of the Fundraising. The Fundraising Shares will represent approximately 16.7 per cent. of the Company's issued share capital following completion of the Fundraising.
The Placing Shares and Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the new Ordinary Shares.
Directors' participation in the Fundraising
Certain of the Directors have agreed to subscribe for Fundraising Shares at the Issue Price. The number of Fundraising Shares subscribed for by each of these Directors pursuant to the Fundraising, and their resulting shareholdings on Admission, are set out below:
Director | Number of Existing Ordinary Shares | Number of Fundraising Shares subscribed for | Consideration for Fundraising Shares | Number of Ordinary Shares heldon Admission | Percentage of EnlargedShare Capital on Admission |
Duncan Peyton | 7,788,407 | 571,428 | £200,000 | 8,359,835 | 6.36% |
Alex Stevenson | 7,746,468 | 571,428 | £200,000 | 8,317,896 | 6.33% |
David Norwood | 8,557,061 | 285,714 | £100,000 | 8,842,775 | 6.73% |
Axel Glasmacher | Nil | 30,000 | £10,500 | 30,000 | 0.02% |
Related Party Transactions
The Directors' participation in the Fundraising, as set out above, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Mr. Sandy Macrae and Mr. Ed Baracchini, being the Directors not participating in the Fundraising, having consulted with N+1 Singer, the Company's nominated adviser, consider that the individual, respective participations by these Directors in the Fundraising are fair and reasonable insofar as shareholders are concerned.
As previously announced, Steve Oliveira is classified as a substantial shareholder in the Company. Mr. Oliveira's subscription for 4,525,142 Subscription Shares in the Fundraising constituted a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The Directors of the Company, having consulted with N+1 Singer, the Company's Nominated Adviser, considered the participation in the Subscription by Steve Oliveira, through Nemean Asset Management, LLC, to be fair and reasonable insofar as shareholders are concerned.
Admission and dealings
Application has been made to the London Stock Exchange plc for admission of the Fundraising Shares to trading on AIM.
It is now expected the Trade Date will be 14 July 2020 and that Admission will occur at or before 8.00 a.m. on 16 July 2020 (or such later time and/or date as the Joint Bookrunners may agree with the Company but in any event not later than 8.00am on 30 July 2020) and that dealings in the Fundraising Shares will commence at that time. The Fundraising is conditional upon, inter alia, Admission becoming effective. The Fundraising is also conditional on the placing agreement between the Company, Bryan Garnier and N+1 Singer not being terminated in accordance with its terms prior to Admission.
Total Voting Rights
Following Admission, the Company will have 131,392,242 Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. There Company holds no Ordinary Shares in treasury.
Definitions
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to them in the announcement made by the Company on 13 July 2020 to announce the launch of the Fundraising.
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Important Notice
N+1 Singer is acting as Nominated Adviser, Joint Bookrunner and Joint Broker and as agent of the Company for the Placing. N+1 Singer is authorised and regulated by the FCA in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Bryan Garnier & Co, Limited is acting as Joint Bookrunner and Joint Broker and as agent of the Company for the Placing. Bryan Garnier is authorised and regulated by the FCA in the United Kingdom. Bryan Garnier is acting exclusively for the Company and no one else in connection with the Placing and Bryan Garnier will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Chardan is acting as the US Placement Agent of the Company for the Subscription. Chardan is acting exclusively for the Company and no one else in connection with the Subscription and Chardan will not be responsible to anyone (including any Subscribers) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Subscription or any other matters referred to in this Announcement.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the Placing Shares nor the Subscription Shares to be issued pursuant to the Fundraising will be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Notice 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 "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such 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, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Singer and Bryan Garnier 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Duncan Peyton | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | 4D Pharma plc | |
b) | LEI | 213800O49VYSXWE2ZD52 | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 0.25 pence each
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to the Fundraising
| |
c)
| Price(s) and volume(s)
| Price | Volume |
35 pence per Ordinary Share | 571,428 Ordinary Shares | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 14 July 2020 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Alex Stevenson | |
2 | Reason for the notification | ||
a) | Position/status | Chief Scientific Officer | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | 4D Pharma plc | |
b) | LEI | 213800O49VYSXWE2ZD52 | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 0.25 pence each
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to the Fundraising
| |
c)
| Price(s) and volume(s)
| Price | Volume |
35 pence per Ordinary Share | 571,428 Ordinary Shares | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 14 July 2020 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | David Norwood | |
2 | Reason for the notification | ||
a) | Position/status | Non-Executive Director | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | 4D Pharma plc | |
b) | LEI | 213800O49VYSXWE2ZD52 | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 0.25 pence each
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to the Fundraising
| |
c)
| Price(s) and volume(s)
| Price | Volume |
35 pence per Ordinary Share | 285,714 Ordinary Shares | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 14 July 2020 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Axel Glasmacher | |
2 | Reason for the notification | ||
a) | Position/status | Non-Executive Chairperson | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | 4D Pharma plc | |
b) | LEI | 213800O49VYSXWE2ZD52 | |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 0.25 pence each
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to the Fundraising
| |
c)
| Price(s) and volume(s)
| Price | Volume |
35 pence per Ordinary Share | 30,000 Ordinary Shares | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 14 July 2020 | |
f) | Place of the transaction | Off market transaction | |