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RNS Number : 5247K
GW Pharmaceuticals PLC
25 June 2014
GW Pharmaceuticals plc Announces the Closing of U.S. Public
Offering of American Depositary Shares (ADSs) Totaling
Approximately $169.8 Million on the NASDAQ Global Market
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE
SERVICES OR FOR RELEASE, PUBLICATION OR DISSEMINATION IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
LONDON, UK, 25 June, 2014 -- GW Pharmaceuticals plc (Nasdaq:
GWPH) (AIM: GWP) ("GW" or the "Company"), a biopharmaceutical
company focused on discovering, developing and commercializing
novel therapeutics from its proprietary cannabinoid product
platform, announced today the closing of the previously announced
offering on the NASDAQ Global Market by GW and certain of its
selling shareholders of 1,700,000 American Depositary Shares (ADSs)
and of the full exercise by the underwriters of their option to
purchase 255,000 additional ADSs from GW, in each case at a price
of $86.83 per ADS. The ADSs sold in the offering consisted of
1,455,000 ADSs sold by the Company, and 500,000 ADSs sold by the
selling shareholders, and raised gross proceeds to GW of $126.3
million (before deducting underwriting discount, commissions and
offering expenses). GW did not receive any proceeds from the sale
of ADSs by the selling shareholders in this offering.
Morgan Stanley, BofA Merrill Lynch and Cowen and Company acted
as joint book-running managers for the offering. Piper Jaffray
& Co. acted as lead manager.
The ADSs described above were offered by GW and the selling
shareholders pursuant to a shelf registration statement filed by GW
with the Securities and Exchange Commission ("SEC") that became
automatically effective on May 7, 2014. The offering of the ADSs
was made only by means of a prospectus and prospectus supplement.
You may obtain these documents on the SEC's website at
http://www.sec.gov. Alternatively, the prospectus and prospectus
supplement may be obtained from Morgan Stanley, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014; BofA Merrill Lynch, 222 Broadway, New York, NY 10038,
attention: Prospectus Department, email:
dg.prospectus_requests@baml.com; Cowen and Company, c/o Broadridge
Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717,
Attn: Prospectus Department; or from Piper Jaffray, Attention:
Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN
55402.
The 17,460,000 new ordinary shares issued by the Company
pursuant to the offering by the Company and the 1,885,911 new
ordinary shares issued by the Company on completion of the exercise
of options by the relevant directors as previously announced
(together the "New Shares") have been credited as fully paid and
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
shares after the date of issue of the New Shares.
Application has been made to the London Stock Exchange for the
New Shares to be admitted to the AIM market operated by the London
Stock Exchange. It is expected that admission will become effective
at 8.00 a.m. on 26 June 2014.
This press release does not constitute a prospectus and does not
constitute or form, and will not form, part of any offer or
invitation to sell or issue, or the solicitation of an offer to
purchase or acquire, any of the ordinary shares or ADSs or any
other securities in the United States of America or in any other
jurisdiction. Securities may not be offered or sold in the United
States of America absent registration or an exemption from
registration under the United States Securities Act of 1933, as
amended (the "Securities Act"). Any public offering of securities
to be made in the United States will be made by means of a
prospectus. Such prospectus will contain detailed information about
the issuer and its management and financial statements. This press
release is being issued pursuant to and in accordance with Rule
135e under the Securities Act.
No money, securities or other consideration is being solicited,
and, if sent in response to the information contained in this press
release, will not be accepted.
Members of the public outside the United States will not be
eligible to take part in the offering described above.
This press release is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation or which would require
any registration or licensing within such jurisdiction.
The distribution of this press release into jurisdictions other
than the UK may be restricted by law. Persons into whose possession
this announcement comes should inform themselves about and observe
any such restrictions.
About GW Pharmaceuticals plc
Founded in 1998, GW is a biopharmaceutical company focused on
discovering, developing and commercializing novel therapeutics from
its proprietary cannabinoid product platform in a broad range of
disease areas. GW commercialized the world's first plant-derived
cannabinoid prescription drug, Sativex(R), which is approved for
the treatment of spasticity due to multiple sclerosis in 25
countries outside the United States. Sativex is also in Phase 3
clinical development as a potential treatment of pain in people
with advanced cancer. This Phase 3 program is intended to support
the submission of a New Drug Application for Sativex in cancer pain
with the U.S. Food and Drug Administration and in other markets
around the world. GW has a deep pipeline of additional cannabinoid
product candidates, including Epidiolex which has received Orphan
Drug Designation from the FDA for the treatment of Dravet and
Lennox-Gastaut syndromes, severe, drug-resistant epilepsy
syndromes. GW's product pipeline also includes compounds in Phase 1
and 2 clinical development for glioma, ulcerative colitis, type-2
diabetes, and schizophrenia. For further information, please visit
www.gwpharm.com.
For readers in the European Economic Area:
In any EEA Member State that has implemented the Prospectus
Directive, this communication is only addressed to and directed at
qualified investors in that Member State within the meaning of the
Prospectus Directive. The term "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in each relevant Member
State), together with any relevant implementing measure in the
relevant Member State.
For readers in the United Kingdom:
This communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
s21 Financial Services and Markets Act 2000 as amended) in
connection with the securities which are the subject of the
offering described in this press release or otherwise, is being
directed only at (i) persons who are outside the United Kingdom or
(ii) persons who have professional experience in matters relating
to investments who fall within Article 19(5) ("Investment
professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) certain
high value persons and entities who fall within Article 49(2)(a) to
(d) ("High net worth companies, unincorporated associations etc")
of the Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as "relevant persons"). The ADSs are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
Forward-looking statements
This news release may contain forward-looking statements that
reflect GW's current expectations regarding future events,
including statements regarding the development and regulatory
clearance of GW's products. Forward-looking statements involve
risks and uncertainties. Actual events could differ materially from
those projected herein and depend on a number of factors, including
(inter alia), the success of GW's research strategies, the
applicability of the discoveries made therein, the successful and
timely completion of uncertainties related to the regulatory
process, and the acceptance of Sativex(R), Epidiolex(R) and other
products and product candidates by consumer and medical
professionals. A further list and description of other risks and
uncertainties associated with an investment in GW can be found in
GW's filings with the U.S. Securities and Exchange Commission,
including its shelf registration statement, the prospectus
supplement and the documents incorporated by reference therein.
Existing and prospective investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. GW undertakes no obligation to update or revise
the information contained in this press release, whether as a
result of new information, future events or circumstances or
otherwise.
Enquiries:
GW Pharmaceuticals plc (Today) +44 20 3727 1000
Justin Gover, Chief Executive Officer (Thereafter) + 44 1980
557000
Stephen Schultz, VP Investor Relations 917 280 2424 / 401 500
(US) 6570
FTI Consulting (Media Enquiries)
Ben Atwell / Simon Conway / John Dineen
(UK) + 44 20 3727 1000
Robert Stanislaro (US) 212 850 5657
Trout Group, LLC (US investor relations)
Todd James / Chad Rubin 646 378 2900
Peel Hunt LLP (UK NOMAD)
James Steel/Clare Terlouw +44 20 7418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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