TIDMMTFB

RNS Number : 7910Z

AIM

26 May 2021

 
              ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
               IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                           RULES") 
 
 COMPANY NAME: 
 
   Motif Bio plc ("Motif" or the "Company"). 
 
   The Company is proposing to change its name to BiVictriX Therapeutics 
   plc upon completion of a reverse takeover ("RTO") of BiVictriX 
   Therapeutics Limited ("BVX"), together the Enlarged Group. 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES): 
 
   Motif: 
   201 Temple Chambers 
   3-7 Temple Avenue 
   London 
   EC4Y 0DT 
 
   BVX: 
   Optic Technium 
   St. Asaph Business Park 
   Fford William Morgan 
   St. Asaph, Wales 
   LL17 0JD 
 
   Post Admission: 
   Alderley Park, 
   Congleton Road 
   Nether Alderley 
   Macclesfield 
   SK10 4TG 
 COUNTRY OF INCORPORATION: 
 
   England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.bivictrix.com (on Admission). 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   Motif is currently classified as an AIM Rule 15 cash shell. 
   It proposes to acquire 100 per cent. of BVX by way of an RTO 
   under AIM Rule 14. 
 
   BVX is a UK based drug development company which was incorporated 
   in February 2016 and has developed its proprietary Bi-Cygni(R) 
   technology. This technology utilises Antibody Drug Conjugates 
   ("ADC"s), an existing class of potent biological drugs, for 
   the treatment of various cancers including Acute Myeloid Leukaemia, 
   the first condition which BVX intends to treat. 
 
   BVX has identified a unique, cancer-restricted antigen fingerprint, 
   absent from healthy cells, which can be exploited to produce 
   cancer selective therapeutics. The Bi-Cygni(R) technology has 
   been developed to exploit this concept and expedite the development 
   of bispecific therapeutics with an improved therapeutic index. 
   Based on BVX's work to date, these ADCs demonstrate superior 
   potency and tumour selectivity compared to conventional ADCs. 
   The main country of operation is in the UK. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 80,979,876 ordinary shares of GBP0.022 par value each in the 
  capital of the Company, following a proposed share consolidation 
  ("Ordinary Shares"). 
  No restrictions on transferability. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Capital to be raised on Admission: Gross proceeds of GBP10.1 
   million 
 
   Anticipated market capitalisation on Admission: GBP16.2 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   17 per cent 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   N/A 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Existing Directors: 
 
   Bruce Andrew Williams (Chairman)* 
   Jonathan Eliot Gold (Non-Executive Director) 
   Graham George Lumsden (Non-Executive Director)* 
   Christopher Thomas Wardhaugh (Non-Executive Director)* 
 
   Proposed Directors: 
   Tiffany Jane Thorn (Chief Executive Officer) 
   Iain Gladstone Ross (Non-Executive Chairman) 
   Dr. Ole Petter Veiby (Non-Executive Director) 
   Professor Robert Edward Hawkins (Non-Executive Director) 
 
   *On Admission, Bruce Williams, Graham Lumsden and Christopher 
   Wardhaugh will step down from the Board. 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
                                                  Percentage     Number of      Percentage 
                                      Number of   of Existing      Ordinary              of 
                                       Ordinary      Ordinary        Shares        Enlarged 
    Name                                Shares*        Shares   immediately          Issued 
                                                                  following   Share Capital 
                                                                  Admission 
   Development Bank of 
    Wales                             9,405,654      28%         11,510,562           14.2% 
   Canaccord Genuity                          -       -           6,000,000            7.4% 
   Ora Capital                                -       -           5,000,000            6.2% 
   Robert Keith                               -       -           5,000,000            6.2% 
   Alderley Park 
    Ventures                          4,578,079      14%          4,466,495            5.5% 
   Patronus Partners                          -       -           3,600,000            4.5% 
   Optiva Securities                          -       -           3,587,871            4.4% 
   Cleveland Capital                          -       -           2,700,000            3.3% 
   Bio City Investments               2,252,809       7%          2,242,081            2.7% 
   Future Fund                        2,252,809       7%          2,242,081            2.7% 
   Tiffany Thorn                      1,745,989       5%          1,540,258            1.9% 
 
 
 
   * Based on current BVX holding on a pre-consolidation basis 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   N/A 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
             (i) 31 December 
             (ii) Audited results to 31 December 2020 for both Motif and 
             BVX 
             (iii) Accounts for 6 month period ended 30 June 2021 (to be 
             notified by 30 September 2021); Accounts for 12 month period 
             ended 31 December 2021 (by 30 June 2022); Accounts for 6 months 
             ended 30 June 2022 (by 30 September 2022). 
 EXPECTED ADMISSION DATE: 
 
   15 June 2021 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 
   Maddox Street, Mayfair, London, W1S 2PP 
 NAME AND ADDRESS OF BROKER: 
 
   S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 
   Maddox Street, Mayfair, London, W1S 2PP 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   Copies of this document will be available free of charge to 
   the public during normal business hours on any day (Saturdays, 
   Sundays and public holidays excepted) at the offices of S.P. 
   Angel Corporate Finance LLP, Prince Frederick House, 35-39 
   Maddox Street, Mayfair, London, W1S 2PP in accordance with 
   the AIM Rules. This document will also be available for download 
   from the Company's website at www.motifbio.com up to Admission 
   and at www.bivictrix.com post Admission. 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   The Enlarged Group will adopt the QCA Corporate Governance 
   Code, as published by the Quoted Companies Alliance. 
 DATE OF NOTIFICATION: 
 
   26 May 2021 
 NEW/ UPDATE: 
 
   New 
 

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