TIDMMTFB

RNS Number : 8252B

Motif Bio PLC

14 June 2021

14 June 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MOTIF BIO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

This Announcement contains inside information for the purposes of the market abuse regulation (EU No . 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

Motif Bio plc

("Motif" or the "Company")

Result of General Meeting

Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM Rule 15 cash shell , announces the results of its General Meeting held earlier today ("GM").

Resolutions 1 to 7 were proposed as ordinary resolutions and resolutions 8 to 10 were proposed as special resolutions. Resolutions 6, 8, 9 and 10 were not passed and given the intercondtionality of these resolutions, the proposed acquisition of the entire issued and to be issued share capital of BiVictriX Therapeutics Limited ("BiVictriX") cannot now proceed.

Pursuant to Rule 15 of the AIM Rules, the Company's ordinary shares will now be cancelled from trading on AIM ("Cancellation"). Cancellation is expected to take place at 8.00 a.m. on 15 June 2021.

The number of votes cast on a poll for and against each of the resolutions proposed (which included all valid proxy votes received), and the number of votes withheld was as follows:

 
 Resolution                          Votes             %      Votes against   %      Votes withheld 
                                      For (including 
                                      discretionary 
                                      votes) 
 Resolution 1 (Ordinary) 
  Subject to and conditional 
  upon the passing of Resolutions 
  2-6 and 8-9, the proposed 
  acquisition be approved.           108,539,292         61   64,440,295        37   4,176,040 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 2 (Ordinary) 
  Subject to and conditional 
  upon the passing of Resolution 
  1, Iain Ross be appointed 
  as a director of the Company.      105,036,234         59   67,337,694        39   4,581,699 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 3 (Ordinary) 
  Subject to and conditional 
  upon the passing of Resolution 
  1, Tiffany Thorn be appointed 
  as a director of the Company.        107,639,589       61     63,046,339      37     4,581,699 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 4 (Ordinary) 
  Subject to and conditional 
  upon the passing of Resolution 
  1, Dr Ole (Petter) Veiby 
  be appointed as a director 
  of the Company.                    107,559,711         61   63,126,217        37   4,581,699 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 5 (Ordinary) 
  Subject to and conditional 
  upon the passing of Resolution 
  1, Professor Robert Hawkins 
  be appointed as a director 
  of the Company.                    107,942,684         62   62,744,896        37   4,580,047 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 6 (Ordinary) 
  Subject to and conditional 
  upon the passing of Resolution 
  1 in accordance with section 
  618 of the Act, the 654,991,023 
  ordinary shares of GBP0.0001 
  each be consolidated into 
  2,977,231 ordinary shares 
  of GBP0.022 each.                  72,058,227          41   102,348,638       59   1,237,409 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 7 (Ordinary) 
  The Directors be authorised 
  for the purpose of section 
  551 of the Act to allot 
  shares up to the limits 
  set out in the Notice of 
  GM.                                92,090,547          52   82,281,318        47   1,272,409 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 8 (Special) 
  Subject to and conditional 
  upon the passing of Resolution 
  1, the registered name 
  of the Company be changed 
  to BiVictriX Therapeutics 
  plc.                               108,656,342         62   62,248,250        36   4,563,035 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 9 (Special) 
  Subject to and conditional 
  upon the passing of Resolution 
  1, with effect from Admission, 
  the new articles of association 
  be adopted.                        108,260,674         62   62,674,211        37   4,532,742 
                                    ----------------  -----  --------------  -----  --------------- 
 Resolution 10 (Special) 
  Subject to the passing 
  of resolution 7 above, 
  to authorise disapplication 
  of pre-emption rights on 
  a limited basis, set out 
  in the Notice of GM.               87,773,881          50   86,645,289        50   1,225,104 
                                    ----------------  -----  --------------  -----  --------------- 
 

As at today's date, there are 654,991,023 ordinary shares in issue. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

It will not be possible for shareholders to trade their ordinary shares in the immediate short term following Cancellation. If the Company's financial position allows it to do so, the Board may consider implementing a Matched Bargain Facility in the future to give shareholders an opportunity to trade their ordinary shares following Cancellation. Further announcements will be made in due course.

For further information please contact:

 
  Motif Bio plc                                 ir@motifbio.com 
 Jonathan Gold (Non-Executive Director) 
                                              ------------------------ 
 
 SP Angel Corporate Finance LLP (NOMAD 
  & BROKER)                                    +44 (0) 20 3470 0470 
                                              ------------------------ 
 David Hignell/Caroline Rowe (Corporate 
  Finance) 
                                              ------------------------ 
 Vadim Alexandre/Rob Rees (Sales & Broking) 
                                              ------------------------ 
 
 Walbrook PR Ltd. (UK FINANCIAL PR & 
  IR)                                          +44 (0) 20 7933 8780 
                                              ------------------------ 
 Paul McManus/ Lianne Cawthorne                motifbio@walbrookpr.com 
                                              ------------------------ 
 
 

Forward-Looking Statements

This announcement may contain forward-looking statements. Words such as "expects", "anticipates", "may", "should", "would", "could", "will", "intends", "plans", "believes", "targets", "seeks", "estimates", "aims", "projects", "pipeline" and variations of such words and similar expressions are intended to identify such forward-looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate transactions and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence and changes in the legal or regulatory environment.

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June 14, 2021 07:24 ET (11:24 GMT)

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