18 Feb 2020 18:28
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
("4D pharma" or the "Company")
Result of Placing
4D Pharma plc (AIM: DDDD), a pharmaceutical company leading the development of live biotherapeutic products ("LBPs"), announces that, further to the announcement released earlier today, it has successfully raised gross proceeds of £22 million through a Placing of 16,820,080 New Ordinary Shares and Subscription of 27,179,920 New Ordinary Shares with certain existing and new investors at an Issue Price of 50 pence per share.
As a part of the Fundraising, the Company has exercised its right to cause MSD (the tradename of Merck & Co., Inc, Kenilworth, NJ USA) to purchase US$5 million (approx. £3.83 million) of New Ordinary Shares at the Issue Price pursuant to the terms of a Subscription Agreement (the agreement to do so having been announced in parallel with the Company's research collaboration and option to license agreement with MSD on 8 October 2019).
The Placing has now closed. The Issue Price represents a 27.8 per cent. discount to the Closing Price of 69.25 pence on 17 February 2020, the Business Day before the announcement of the Fundraising. The Fundraising Shares will represent approximately 40.2 per cent. of the Company's issued share capital following completion of the Fundraising.
The New Ordinary 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.
Duncan Peyton, CEO of 4D pharma plc, commented
"4D pharma is pleased to complete this funding round, bringing capital from both the UK and US to give further validation of our approach and widen our shareholder base as we move toward the next phase of the Company's development."
Directors participation in the Fundraising
Certain of the Directors have agreed to subscribe for Subscription Shares at the Issue Price. The number of Subscription 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 Subscription Shares subscribed for in the Fundraising | Consideration for Subscription Shares | Number of Ordinary Shares heldon Admission | Percentage of EnlargedShare Capital on Admission |
David Norwood | 7,123,725 | 1,333,336 | £666,668 | 8,457,061 | 7.7% |
Duncan Peyton | 6,455,075 | 1,333,332 | £666,666 | 7,788,407 | 7.1% |
Alex Stevenson | 6,413,136 | 1,333,332 | £666,666 | 7,746,468 | 7.1% |
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.
Further, Mr. Richard Griffiths is a substantial shareholder in the Company and is therefore considered to be a related party pursuant to the AIM Rules for Companies. Mr. Griffiths is subscribing for 5,000,000 Placing Shares at the Issue Price. Following Admission, Mr. Griffiths is anticipated to be interested in 13.6 per cent. of the Company's enlarged share capital following Admission.
Mr Thomas Engelen, Prof. Axel Glasmacher, 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 respective participations in the Fundraising by each of the Directors and Mr Richard Griffiths are fair and reasonable in so far as the Shareholders are concerned.
Warrants
Each Placee and Subscriber will be allotted one Warrant for every two Fundraising Shares subscribed in the Fundraising. As a result, a total of 22,000,000 Warrants will be allotted on Admission. Each Warrant entitles the holder to subscribe for one Ordinary Share at a price of 100p at any time up to the fifth anniversary of Admission.
General Meeting
The Placing and Subscription are subject to approval of the Resolutions at the General Meeting.
The General Meeting will be held on 9 March 2020. The Circular, containing notice convening the General Meeting, is expected to be despatched to the Shareholders on 19 February 2020, outlining terms of the Fundraising, the Resolutions and recommending all Shareholders to vote in favour of all of the Resolutions. The Circular will also be available on the Company's website, www.4dpharmaplc.com.
Admission and dealings
Application will be made to the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM. Subject to the passing of the Resolutions, it is expected that Admission will occur and dealings will commence in the New Ordinary Shares on 10 March 2020 at 8.00 a.m. (or such later date as N+1 Singer, Bryan Garnier and the Company may agree, but in any event being not later than 8.00 a.m. on 24 March 2020). 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.
For further information please contact:
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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 such terms in the announcement made by the Company earlier on 18 February 2020 to announce the launch of the Placing.
Important Notice
N+1 Singer is acting as nominated adviser, joint Bookrunner and joint broker and as agent for and on behalf of the Company for the Placing. N+1 Singer is authorised and regulated by the Financial Conduct Authority (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.
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 N+1 Singer or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this 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.
Bryan Garnier is acting as joint Bookrunner and joint broker and as agent for and on behalf 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.
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 Bryan Garnier or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this 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.
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.
This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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 "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.
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.
Basis on which information is presented
In this document, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom and references to "$" are to the lawful currency of the United States. All times referred to in this document are, unless otherwise stated, references to London time.
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | David Norwood | |
2 | Reason for the notification | ||
a) | Position/status | Chairman | |
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
| (i) Ordinary shares of 0.25 pence each
(ii) 5 year warrants with a strike price of £1.00 per Ordinary Share
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | (i) Purchase of Ordinary Shares (ii) Receipt of Warrants pursuant to Fundraising | |
c)
| Price(s) and volume(s)
| Price | Volume |
(i) 50p | 1,333,336 Ordinary Shares | ||
(ii) N/A | 666,668 Warrants | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 18 February 2020 | |
f) | Place of the transaction | Off market transaction | |
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
| (i) Ordinary Shares of 0.25 pence each
(ii) 5 year warrants with an exercise price of £1.00 per Ordinary Share
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | (i) Purchase of Ordinary Shares (ii) Receipt of Warrants pursuant to Fundraising | |
c)
| Price(s) and volume(s)
| Price | Volume |
(i) (i) 50p | 1,333,332 Ordinary Shares | ||
(ii) N/A | 666,666 Warrants | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 18 February 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
| (i) Ordinary shares of 0.25 pence each
(ii) 5 year warrants with a strike price of £1.00 per Ordinary Share
GB00BJL5BR07 (Ordinary Shares) | |
b) | Nature of the transaction | (i) Purchase of ordinary shares (ii) receipt of Warrants pursuant to Fundraising | |
c)
| Price(s) and volume(s)
| Price | Volume |
(i) 50p | 1,333,332 Ordinary Shares | ||
(ii) N/A | 666,666 Warrants | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 18 February 2020 | |
f) | Place of the transaction | Off market transaction | |