TIDMDDDD
4d Pharma PLC
07 April 2021
4D pharma Announces Instructions for Converting AIM Listed
Ordinary Shares
into Nasdaq Listed ADSs
Leeds, UK - 7 April 2021 - 4D pharma plc (AIM: DDDD; Nasdaq:
LBPS) ("4D" or the "Company"), a pharmaceutical company leading the
development of Live Biotherapeutic products (LBPs), a novel class
of drug derived from the microbiome, previously announced on 22
March 2021 the listing of 4D pharma 4D American Depositary Shares
("ADSs") on the Nasdaq Global Market ("Nasdaq") under the ticker
'LBPS'.
This announcement is intended to guide holders of Ordinary
Shares, which are admitted to trading on AIM, through the process
of exchanging Ordinary Shares for ADSs tradeable on Nasdaq, and to
answer certain related frequently asked questions applicable to
holders of the Ordinary Shares.
For any further questions about the Ordinary Share to ADS
conversion process, please contact the Company's ADS Depositary
Bank, JPMorgan Chase Bank, at jpm.adr.settlements@jpmorgan.com ,
settlements hotline: (302) 552-0230.
About 4D pharma
4D pharma is a world leader in the development of Live
Biotherapeutics, a novel and emerging class of drugs, defined by
the FDA as biological products that contain a live organism, such
as a bacterium, that is applicable to the prevention, treatment or
cure of a disease. 4D has developed a proprietary platform,
MicroRx(R), that rationally identifies Live Biotherapeutics based
on a deep understanding of function and mechanism.
4D pharma's Live Biotherapeutic products (LBPs) are orally
delivered single strains of bacteria that are naturally found in
the healthy human gut. The Company has six clinical programmes,
namely a Phase I/II study of MRx0518 in combination with KEYTRUDA
(pembrolizumab) in solid tumours, a Phase I study of MRx0518 in a
neoadjuvant setting for patients with solid tumours, a Phase I
study of MRx0518 in patients with pancreatic cancer, a Phase I/II
study of MRx-4DP0004 in asthma, a Phase II study of MRx-4DP0004 in
patients hospitalised with COVID-19, and Blautix(R) in Irritable
Bowel Syndrome (IBS) which has completed a successful Phase II
trial. Preclinical-stage programmes include candidates for CNS
disease such as Parkinson's disease and other neurodegenerative
conditions. The Company has a research collaboration with MSD, a
tradename of Merck & Co., Inc., Kenilworth, NJ, USA, to
discover and develop Live Biotherapeutics for vaccines.
For more information, refer to https://www.4dpharmaplc.com
Contact Information:
4D pharma
Investor Relations: ir@4dpharmaplc.com
N+1 Singer - Nominated Adviser and Joint Broker +44 (0)20 7496
3000
Philip Davies / Iqra Amin / James Fischer (Corporate
Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Broker +44 (0)20 7332
2500
Dominic Wilson / Phil Walker
Stern Investor Relations, Inc. +1-212-362-1200
Julie Seidel Julie.seidel@sternir.com
Image Box Communications +44 (0)20 8943 4685
Neil Hunter / Michelle Boxall
neil@ibcomms.agency / michelle@ibcomms.agency
Forward-Looking Statements
This announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this announcement, including without limitation statements
regarding the conversion and trading of Ordinary Shares and ADSs,
are forward-looking statements within the meaning of Section 27A of
the United States Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements are often identified by the words
"believe," "expect," "anticipate," "plan," "intend," "foresee,"
"should," "would," "could," "may," "estimate," "outlook" and
similar expressions, including the negative thereof. The absence of
these words, however, does not mean that the statements are not
forward-looking. These forward-looking statements are based on the
Company's current expectations, beliefs and assumptions concerning
future developments and business conditions and their potential
effect on the Company. While management believes that these
forward-looking statements are reasonable as and when made, there
can be no assurance that future developments affecting the Company
will be those that it anticipates.
All of the Company's forward-looking statements involve known
and unknown risks and uncertainties, some of which are significant
or beyond its control, and assumptions that could cause actual
results to differ materially from the Company's historical
experience and its present expectations or projections. The
foregoing factors and the other risks and uncertainties that could
cause actual results to differ materially include potential delays
in the process of exchanging ordinary shares for ADSs and actions
of Nasdaq and the London Stock Exchange and those additional risks
and uncertainties described the documents filed by the Company with
the US Securities and Exchange Commission ("SEC"). The Company
wishes to caution you not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
The Company undertakes no obligation to publicly update or revise
any of its forward-looking statements after the date they are made,
whether as a result of new information, future events or otherwise,
except to the extent required by law.
Frequently Asked Questions and Answers for 4D pharma Ordinary
Shareholders:
What is the relationship between the Company's Ordinary Shares
and ADSs?
Each ADS is a tradeable security representing 8 of the Company's
Ordinary Shares. The ADSs are trading on the Nasdaq Global Market
("Nasdaq") under the ticker symbol 'LBPS'. The value of each ADS is
denominated in US Dollars.
What does it cost to convert Ordinary Shares into ADSs?
Until March 21, 2022 (provided that the Company's Ordinary
Shares continue to be admitted to trading on AIM), JPMorgan Chase
Bank, N.A., the Depositary for the ADSs, will not charge a fee for
the issuance of the ADSs. After such date, there will be an
issuance fee of up to US$5.00 per 100 ADSs (or portion thereof)
charged by JPMorgan Chase Bank for the issue of the ADSs. The
exchange of your dematerialised Ordinary Shares will need to be
managed by your broker as Ordinary Shares need to be transferred
electronically to JPMorgan Chase Bank prior to the issuance of
ADSs. Your selected broker may also levy an administrative charge
for managing the exchange process.
How long does it take and is dematerialisation necessary?
JPMorgan Chase Bank typically can be expected to deliver ADSs to
your broker within two business days of receiving an electronic
transfer of Ordinary Shares from your broker. However, before this
can happen, if you hold your Ordinary Shares in certificated form,
you will need to send your share certificate and a signed stock
deposit form to your broker who will then need to manage the
"dematerialisation" process needed to exchange your shares into
electronic form. The timescale for this will depend on your broker
but should be expected to take about a week.
I don't have a broker - do I really need one?
Yes, exchange into ADSs will require the assistance of a broker.
Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
JPMorgan Chase Bank may charge an annual Depositary Service Fee
of up to US$0.05 per ADS. This is typically collected from the
broker or other intermediary that holds the ADSs on your behalf.
Your broker may pass this fee on to you directly or it may be part
of the annual fee that you pay to maintain your brokerage
account.
How do I convert my Ordinary Shares into ADSs?
The process set out on the following pages explains what you
need to do to select a suitable broker account and summarises the
instructions that you need to give to your broker in order to
convert your Ordinary Shares into ADSs. Please refer to "Notes for
Brokers" which we suggest you send to your broker if you would like
to convert Ordinary Shares for ADSs.
Do I have to convert my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on AIM.
If you do not wish to hold ADSs but wish to remain a holder of 4D
pharma Ordinary Shares then no action is required.
Are all Ordinary Shares eligible to be deposited for delivery of
ADSs?
No. Ordinary Shares that are owned by a director or other person
that may be considered an "affiliate" of the Company under U.S.
securities law, and Ordinary Shares that were received in a private
placement and have been held for less than a year are generally not
eligible to be deposited. If your Ordinary Shares fall into one of
these categories, please contact 4D pharma Investor Relations
ir@4dpharmaplc.com for more information on whether you will be
allowed to deposit your Ordinary Shares and under what
conditions.
Notes for Shareholders:
Process for exchanging Ordinary Shares into ADSs:
Step 1: Select a broker with US listed securities trading
capability. If you do not already have an account with a broker,
you may be able to open one either online or through banks and
building societies which offer brokerage services. You need to
ensure that the broker and type of account on offer is capable of
holding and trading US listed securities. Often the most basic
account offered is for UK listed shares only so you will need to
select an account that gives you the ability to buy and sell
US-listed securities. Please ensure that you check with your broker
that they can hold 4D pharma ADSs and have a DTC (a member of the
U.S. Federal Reserve System, a limited-purpose trust company under
New York State banking law and a registered clearing agency with
the U.S. Securities and Exchange Commission) participant
account.
Step 2: You will need to contact your broker and ask them how to
transfer your existing Ordinary Shares into your account.
If you hold physical share certificates you will need to send
them, together with a completed stock deposit form, to your broker.
The broker must provide you with the required stock deposit form
and instructions. When the broker receives the share certificates,
they will need to "dematerialise" the shares into electronic form
so that they are held electronically by the broker within CREST
(the central securities depository that holds UK and Irish
equities, operated by Euroclear UK & Ireland Limited). When
completed, your broker can then deal with the conversion into
ADSs.
If you already hold your Ordinary Shares in dematerialised form
in CREST, you can arrange for these to be delivered via the CREST
system to the broker handling the ADS conversion.
Step 3: Your broker will need to contact JPMorgan Chase Bank by
email to arrange for the conversion of your Ordinary Shares into
ADSs tradeable on Nasdaq. You will receive one ADS for every 8
Ordinary Shares that you hold and choose to convert.
The contact details for JPMorgan Chase Bank, together with
details of the conversion process are set out in the "Notes for
Brokers" below. We suggest that you send these to your broker.
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
Ordinary Shares are traded on AIM under the ticker 'DDDD'.
4D pharma ADSs are listed and traded on Nasdaq under the ticker
'LBPS'.
Each ADS represents eight (8) Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of
ADSs via the Company's Depositary Bank, JPMorgan Chase Bank,
N.A.
Once converted, the ADSs are tradeable via Nasdaq.
The Company's registrar, Link Group, maintains the Company's
shareholder register and Ordinary Shares can be held and
transferred within CREST. Therefore, you are able to receive
certificated Ordinary Shares and deposit these into CREST via the
usual CREST share deposit process. You can then transfer the
Ordinary Shares to the CREST account of JPMorgan Chase Bank for
delivery of ADSs. The newly created ADSs will then be transferred
back to your nominated DTC account.
JPMorgan Chase Bank's CREST account details are as follows:
CREST participant ID: AW01C
Please use the below details for shares held electronically:
BIC CHASGB2L
Safekeeping account ECI27
Prior to initiating a CREST transfer to JPMorgan Chase Bank,
please contact the JPMorgan Chase Bank team by email via
jpm.adr.settlements@jpmorgan.com including properly signed
instructions complying with the requirements set forth in the
document found at https://adr.com/drprofile/35085K109 under Broker
Forms, UK Issuance Form.
Fees/taxes payable: Until March 21, 2022 (provided that the
Company's Ordinary Shares continue to be admitted to trading on
AIM), JPMorgan Chase Bank will not charge a fee for the issuance of
the ADSs. After that date, JPMorgan Chase Bank charges an ADS
issuance fee of up to US$5.00 per 100 ADSs (or portion thereof). As
the Company's Ordinary Shares are currently admitted to trading on
AIM, no stamp duty reserve tax (SDRT) is payable.
Ratio: Each ADS represents 8 Ordinary Shares. Fractional ADSs
cannot be issued. Therefore, the number of Ordinary Shares
transmitted within CREST to JPMorgan Chase Bank MUST be a multiple
of 8. Spare Ordinary Shares can either be retained in CREST or
re-issued to your client in certificated form. Such re-issued
Ordinary Shares will remain on the Company's shareholder register,
registered in your client's name (or in a nominee's name, as
applicable).
If an issuance fee is payable, such fee owing in connection with
the creation and holding of ADSs are described in the deposit
agreement, the form of which has been filed with the U.S.
Securities and Exchange Commission.
Instructions for JPMorgan Chase Bank
JPMorgan Chase Bank as Custodian requires properly signed
instructions complying with the requirements set forth in the
document found at https://adr.com/drprofile/35085K109 under Broker
Forms, UK Issuance Form to be e-mailed as a PDF file in a secured
format to jpm.adr.settlements@jpmorgan.com . In the email subject
field, please state: 4D PHARMA PLC - UK ADS CREATION - SDRT
CERTIFICATION.
Please ensure this form is on your CREST agent's headed paper.
Please complete all fields by typing and only use handwriting for
the Signatures at the bottom of the page.
Any questions should be directed to
jpm.adr.settlements@jpmorgan.com .
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