2 Jun 2021 09:32
2 June 2021
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 AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MOTIF BIO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
Motif Bio plc
("Motif" or the "Company")
Update on Share Consolidation and Admission Warrants
Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM Rule 15 cash shell, provides an update on the Share Consolidation and Admission Warrants that were detailed in its announcement of 26 May 2021.
The Company's current issued share capital of 654,991,023 will be adjusted through a proposed Share Consolidation to 2,977,231 New Ordinary Shares. The Company will issue 27,502,645 Consideration Shares for the proposed acquisition of BiVictriX (the "Acquisition"). On a primary basis, prior to the concurrent £10.1 million Fundraising, the Company will have 30,479,876 New Ordinary shares outstanding and issued.
As additional consideration, Admission Warrants over 1,488,615 New Ordinary Shares are to be issued for the benefit of existing Motif shareholders.
The Admission Warrants will be granted on the basis of one Admission Warrant per two New Ordinary Shares held immediately prior to completion of the Acquisition, with an exercise price of 30 pence and valid for 180 days following Admission which is expected to be on or around 8.00 a.m. on 15 June 2021.
The Admission Warrants will not be listed or admitted to trading, are not freely transferable and will be issued to existing Motif shareholders in certificated form by 25 June 2021.
The Acquisition details, as provided above, are all conditional on Shareholder support of all Resolutions at the General Meeting. For additional information on the Acquisition, please see the Admission Document which is posted on the Company's website (www.motifbio.com).
As all Resolutions to be voted on at the General Meeting are conditional, all Resolutions must be approved by shareholders for the Acquisition to proceed. Motif Bio plc will not be able to continue operations in the absence of this Acquisition. As a result, if all Resolutions are not approved by shareholders, it is expected that Motif's shares would be de-listed from the AIM market and Shareholders would receive no further value.
Expected Timetable of Principal Events
Time and date of the General Meeting | 12.00 p.m. on 14 June 2021 |
Announcement of the result of the General Meeting | 14 June 2021 |
Record date for the issue of the Admission Warrants | 6.00 p.m. on 14 June |
Ex-date of the issue of the Admission Warrants | 15 June 2021 |
Despatch of Admission Warrant certificates | By 25 June 2021 |
The Admission Document and further information on the Company can be found on Motif's website at: www.motifbio.com
Capitalised terms used in this announcement carry the same meanings as those ascribed to them in the Company's Admission Document dated 26 May 2021 and/or the Company's announcement of 26 May 2021, unless the context requires otherwise.
For further information please contact:
Motif Bio plc |
ir@motifbio.com |
Jonathan Gold (Non-Executive Director) |
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SP Angel Corporate Finance LLP (NOMAD & BROKER) | +44 (0) 20 3470 0470 |
David Hignell/Caroline Rowe (Corporate Finance) |
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Vadim Alexandre/Rob Rees (Sales & Broking) |
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Walbrook PR Ltd. (UK FINANCIAL PR & IR) | +44 (0) 20 7933 8780 |
Paul McManus/ Lianne Cawthorne | motifbio@walbrookpr.com |
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Forward-Looking Statements
This announcement may contain forward-looking statements. Words such as "expects", "anticipates", "may", "should", "would", "could", "will", "intends", "plans", "believes", "targets", "seeks", "estimates", "aims", "projects", "pipeline" and variations of such words and similar expressions are intended to identify such forward-looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate transactions and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence and changes in the legal or regulatory environment.