On December 17, 2018, Summit Therapeutics plc, a public limited company incorporated in England and Wales
with the Registrar of Companies of England and Wales (the Company) announced that it is convening a general meeting of shareholders (the General Meeting) to be held at 11:00 a.m. GMT on January 4, 2019 at the offices of
CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF in connection with the proposed subscription (the Subscription) by Mr. Robert W. Duggan (the Investor) of an aggregate of
15,625,000 of the Companys American Depositary Shares (ADSs), representing an aggregate of 78,125,000 ordinary shares, par value £0.01 per share, of the Company (the New Ordinary Shares) and to consider and, if
thought fit, pass resolutions (the Resolutions) to,
inter alia
, approve the allotment and issue of the New Ordinary Shares pursuant to the Subscription. Each ADS represents five (5) New Ordinary Shares.
The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Report on Form
6-K
(the Form
6-K)
and is incorporated herein by reference. The circular, including a notice convening the General Meeting, that will be sent to the Companys
shareholders is attached as Exhibit 99.2 to this Form
6-K
and is incorporated herein by reference.
Securities
Purchase Agreement
On December 14, 2018, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with
the Investor, pursuant to which the Investor agreed to subscribe for an aggregate of 15,625,000 ADSs, representing an aggregate of 78,125,000 New Ordinary Shares, in a private placement in the United States at a subscription price of $1.60 per ADS
for an aggregate purchase price of $25.0 million.
The Subscription is expected to close on or about January 8, 2019, subject to the satisfaction of
certain customary closing conditions and the following additional conditions: (i) the Companys shareholders shall have passed the Resolutions; and (ii) the New Ordinary Shares underlying the ADSs shall have been admitted to trading
on AIM pursuant to Rule 6 of the AIM Rules for Companies (the AIM Rules) as published from time to time by London Stock Exchange plc (such event, Admission). Upon the closing of the Subscription, the Investor is expected to
beneficially own 15,657,641 ADSs, representing 78,288,205 ordinary shares of par value of £0.01 per share in the Company (the Ordinary Shares), or approximately 48.81% of the outstanding Ordinary Shares.
Under the Securities Purchase Agreement, the Investor has agreed not to sell, transfer or otherwise dispose of any ADSs, Ordinary Shares or any options,
warrants or other securities or rights convertible into or exercisable or exchangeable for Ordinary Shares, subject to certain limited exceptions, until the earliest to occur of (i) the date on which (x) the ADSs cease to be registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and (y) the Ordinary Shares cease to be listed on AIM; (ii) the date that is one year after the closing date of the Subscription
(the Closing Date); and (iii) the date on which the Company and the Investor mutually agree in writing to terminate this restriction.