Report of Foreign Issuer (6-k)
June 17 2015 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2015
Commission File Number 001-36866
SUMMIT
THERAPEUTICS PLC
(Translation of registrants name into English)
85b Park Drive
Milton
Park, Abingdon
Oxfordshire OX14 4RY
United Kingdom
(Address
of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
FORM
20-F x FORM 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
YES ¨ NO
x
If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
On June 17, 2015, Summit Therapeutics plc (the Company) issued a press release announcing that it had
granted share options to certain executive and non-executive directors, officers and other members of the Company under its Share Option Plan. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On June 17, 2015, the Company announced details of purchases of the Companys American Depositary Shares (ADSs) by Dr Frank Armstrong,
Non-Executive Chairman of the Company. The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
The information
contained in Exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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SUMMIT THERAPEUTICS PLC |
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By: |
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/s/ Erik Ostrowski |
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Erik Ostrowski |
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Chief Financial Officer |
Date: June 17, 2015
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated June 17, 2015 regarding award of share options |
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99.2 |
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Press Release dated June 17, 2015 regarding ADS purchases |
Exhibit 99.1
Summit Therapeutics plc
(Summit or the Company)
AWARD
OF SHARE OPTIONS
Oxford, UK, 17 June 2015 Summit Therapeutics plc (AIM: SUMM, NASDAQ: SMMT), the drug discovery and development
company advancing therapies for Duchenne muscular dystrophy and C. difficile infection, announces that on 16 June 2015 it granted Share Options over 2,422,333 ordinary shares of 1p nominal value (Shares) to Executive and
Non-Executive Directors and Officers, and other members of the Company under the existing Company Share Option Plan at an exercise price of 143 pence per Share (being the mid-market closing price of a Summit ordinary share on 15 June 2015).
The details of the award to Executive and Non-Executive Directors and Officers are as follows:
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Name |
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Position |
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Number of Options Granted |
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Exercise Price |
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Glyn Edwards |
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Chief Executive Officer |
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887,333 |
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143 pence |
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Erik Ostrowski |
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Chief Financial Officer |
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400,000 |
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143 pence |
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Frank Armstrong |
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Non-Executive Chairman |
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50,000 |
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143 pence |
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Barry Price |
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Non-Executive Director |
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25,000 |
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143 pence |
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Stephen Davies |
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Non-Executive Director |
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25,000 |
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143 pence |
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Leopoldo Zambeletti |
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Non-Executive Director |
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25,000 |
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143 pence |
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Valerie Andrews |
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Non-Executive Director |
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25,000 |
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143 pence |
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David Wurzer |
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Non-Executive Director |
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25,000 |
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143 pence |
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All the options will vest fully on 16 June 2018 subject to the average closing ordinary share price being equal to or
greater than 214.5 pence in any period of 30 consecutive calendar days ending on or before that date. The options will lapse if this performance condition is not met by 16 June 2018.
This share option award forms an important part of the strategy to retain and motivate people who will be key to the success of the Company. The Board
believes this award is aligned with the interests of all shareholders as the Company seeks to generate long-term shareholder value.
Post these grants the
Executive and Non-Executive Directors and Officers hold the following options in aggregate:
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Name |
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Position |
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Total Number of Options held |
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% of issued share capital |
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Glyn Edwards |
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Chief Executive Officer |
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2,744,216 |
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4.50 |
% |
Erik Ostrowski |
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Chief Financial Officer |
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800,000 |
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1.31 |
% |
Frank Armstrong |
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Non-Executive Chairman |
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162,500 |
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0.27 |
% |
Barry Price |
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Non-Executive Director |
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81,481 |
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0.13 |
% |
Stephen Davies |
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Non-Executive Director |
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67,500 |
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0.11 |
% |
Leopoldo Zambeletti |
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Non-Executive Director |
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50,000 |
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0.08 |
% |
Valerie Andrews |
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Non-Executive Director |
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50,000 |
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0.08 |
% |
David Wurzer |
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Non-Executive Director |
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25,000 |
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0.04 |
% |
- END -
For
more information, please contact:
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Summit Therapeutics Richard Pye (UK
office) Erik Ostrowski (US office) |
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Tel: +44 (0)1235 443 951
+1 617 294 6607 |
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Cairn Financial Advisers LLP (Nominated
Adviser) Liam Murray / Tony Rawlinson |
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Tel: +44 (0)20 7148 7900 |
Exhibit 99.2
Summit Therapeutics plc
(Summit or the Company)
DIRECTOR SHARE DEALING
Oxford, UK, 17 June
2015 Summit Therapeutics plc (AIM: SUMM, NASDAQ: SMMT), the drug discovery and development company advancing therapies for Duchenne muscular dystrophy and C. difficile infection, announces that the Company has been notified that Dr
Frank Armstrong, Non-Executive Chairman of the Company, has on 16 June 2015 bought 850 American Depositary Shares (ADSs) of Summit at an average price of $11.70 per ADS.
Following this notification Dr Armstrongs beneficial interest in Summit Shares is 10,192 ordinary shares of 1 pence nominal value and 850 ADSs,
representing approximately 0.02% of the Companys current issued share capital. The ADSs were acquired on the NASDAQ Global Market.
This
notification relates to disclosures made in accordance with Rule 17 Schedule 5 of the AIM Rules.
- END -
For more information, please contact:
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Summit Therapeutics Richard Pye (UK
office) Erik Ostrowski (US office) |
|
Tel: +44 (0)1235 443 951
+1 617 294 6607 |
|
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Cairn Financial Advisers LLP
(Nominated Adviser) Liam Murray / Tony Rawlinson |
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Tel: +44 (0)20 7148 7900 |
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