TIDMMTPH
RNS Number : 2595M
Midatech Pharma PLC
11 October 2016
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY ORDINARY SHARES OF MIDATECH PHARMA PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
11 October 2016
Midatech Pharma PLC
("Midatech" or the "Company")
Results of Placing to raise GBP16.0 million
and
PDMR Shareholding
Midatech Pharma (AIM: MTPH; Nasdaq: MTP), the international
specialty pharmaceutical company focused on commercialising and
developing products in oncology and other therapeutic areas, is
pleased to announce the results of the oversubscribed Placing
announced earlier today (the "Placing Launch Announcement").
A total of 14,545,455 Placing Shares have been conditionally
placed by Panmure Gordon at an Issue Price of 110 pence per new
Ordinary Share to raise a total of approximately GBP16.0 million
for the Company, amounting to net proceeds of approximately GBP15.0
million for the Company (after fees and expenses).
The Placing Shares represent approximately 43.4 per cent. of the
Existing Ordinary Shares of the Company. The Issue Price represents
a discount of 14.5 per cent. to the mean middle market closing
price of an Ordinary Share over the previous ten trading days up to
and including 10 October 2016, being the last practicable date
prior to the publication of the Placing Launch Announcement.
The net proceeds of the Placing receivable by the Company will
be used to invest in expanding and advancing its development
pipeline, including for Q-Octreotide (MTD201) and its MTX110/MTX111
treatment for DIPG, in addition to investing in its manufacturing
and commercial platform and providing additional working capital to
the Group. The Company is also making the Open Offer to Eligible
Shareholders, the net proceeds of which will further support its
working capital requirements. A Circular to Eligible Shareholders,
including further details of the Open Offer and a notice convening
the General Meeting, will be dispatched on or around 12 October
2016, and will also be available on the Company's website at the
same time at www.midatechpharma.com.
Commenting on the successful Placing, Dr Jim Phillips, Chief
Executive Officer of Midatech Pharma, said: "The funds raised today
will provide Midatech with additional financial resources to
accelerate the development of our diverse, oncology-focused
pipeline. Midatech is rapidly evolving as a specialty pharma
company and, together with revenues from our US commercial
operations, we now have the financial flexibility to support our
future growth. We would like to thank our existing and new
shareholders for participating in the oversubscribed fundraise and
look forward with confidence to delivering several potential
commercial and development milestones in the remainder of this year
and through 2017."
Completion of the Placing and Open Offer remains subject, inter
alia, to the passing of the Resolutions at the General Meeting and
on the Admission of the Placing Shares and Open Offer Shares to
trading on AIM. It is expected that Admission will become effective
and that dealings in the Placing Shares and Open Offer Shares on
AIM will commence at 8.00 a.m. on 31 October 2016.
The Placing Shares and Open Offer Shares will be issued credited
as fully paid and will, on issue, be identical to and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
thereafter declared, made or paid on the Enlarged Share Capital
following the date of Admission.
PDMR shareholdings and related party transaction
Certain PDMRs and an existing substantial Shareholder in the
Company have each subscribed for Placing Shares pursuant to the
Placing. The number of Placing Shares subscribed for by each
Director and the existing substantial Shareholder, and their
resulting shareholdings on Admission (assuming take-up in full of
the Open Offer by Eligible Shareholders), are set out below:
Number Percentage
Number Percentage Number of of Enlarged
of of existing of Placing Ordinary Share
Existing issued Shares Shares Capital
Ordinary share subscribed held on on
Name Shares capital for Admission Admission*
-------------- ---------- ------------- ------------ ----------- -------------
Woodford
Investment
Management 6,791,689 20.25% 3,075,940 9,867,629 19.80%
-------------- ---------- ------------- ------------ ----------- -------------
Rolf Stahel 527,215 1.57% 22,727 549,942 1.10%
-------------- ---------- ------------- ------------ ----------- -------------
Jim Phillips 36,871 0.11% 4,545 41,416 0.08%
-------------- ---------- ------------- ------------ ----------- -------------
Rob Rainey - - 18,181 18,181 0.04%
-------------- ---------- ------------- ------------ ----------- -------------
*Assuming take-up in full of the Open Offer by Eligible
Shareholders
Where a company enters into a related party transaction, under
the AIM Rules the independent directors of the company are
required, after consulting with the company's nominated adviser, to
state whether, in their opinion, the transaction is fair and
reasonable in so far as its shareholders are concerned.
By virtue of Woodford Investment Management's current interests
in the Company, as detailed above, it is considered to be a
"related party" as defined under the AIM Rules, and accordingly,
the subscription by Woodford Investment Management in the Placing
is considered to be a "related party transaction" for the purposes
of Rule 13 of the AIM Rules. The Directors independent of Woodford
Investment Management, being the Board as a whole, consider, having
consulted with Panmure Gordon, the Company's nominated adviser for
the purposes of the AIM Rules, that the terms of the related party
transaction are fair and reasonable insofar as the shareholders of
the Company are concerned.
The capitalised terms used in this announcement have the meaning
set out in Appendix III in the Placing Launch Announcement unless
otherwise stated.
Placing Statistics
Issue Price 110 pence
Number of Existing Ordinary Shares
in issue at the date of this
announcement 33,542,412
Number of Placing Shares 14,545,455
Open Offer Basic Entitlement 1 Open Offer Share
for every 16 Existing
Ordinary Shares
Number of Open Offer Shares (in up to 1,760,495
aggregate)
Ex-entitlement date of the Open 7.00 a.m. on 12
Offer October 2016
Gross proceeds receivable by approximately
the Company pursuant to the Placing GBP16.0 million
of the Placing Shares
Gross proceeds receivable by approximately
the Company pursuant to the Open GBP1.9 million
Offer*
Estimated cash proceeds of the approximately
Placing and the Open Offer* receivable GBP16.9 million
by the Company (net of expenses)
Number of Ordinary Shares in
issue immediately following Admission* 49,848,362
Percentage of the Enlarged Share 32.7 per cent.
Capital represented by the Placing
Shares and Open Offer Shares*
Approximate market capitalisation GBP54.8 million
of the Company at Admission*
at the Issue Price
* Assuming take-up in full of the Open Offer by Eligible
Shareholders
-S -
For more information, please contact:
Midatech Pharma PLC
Jim Phillips, CEO
Tel: +44 (0)1235 841 575
www.midatechpharma.com
Panmure Gordon (UK) Limited (Financial Adviser, Nominated
Adviser, and lead Bookrunner)
Corporate Finance
Freddy Crossley / Duncan Monteith
Corporate Broking
Tom Salvesen
Tel: +44 (0)20 7886 2500
Consilium Strategic Communications (Financial PR)
Mary Jane Elliott / Ivar Milligan / Matthew Neal / Hendrik
Thys
Tel: +44 (0)20 3709 5700
Email: midatech@consilium-comms.com
Notes for Editors
About Midatech Pharma PLC
Midatech is an international specialty pharmaceutical company
focused on oncology and other therapeutic areas with a commercial
platform and four marketed products in the US. Midatech's strategy
is to develop products in-house in oncology and with partners in
other indications, and to accelerate growth organically and through
strategic acquisitions. The Company's R&D activities are
supported by two breakthrough drug delivery technologies. The
Group, listed on AIM: MTPH and Nasdaq: MTP, employs c.100 staff in
four countries. For further company information see:
www.midatechpharma.com.
Neither this press release, nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"). The
distribution of this press release in other jurisdictions may also
be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This press release does not constitute or form part of any offer
or invitation to sell or issue, or a solicitation of any offer to
acquire, purchase or subscribe for, securities of the Company.
Neither the Placing Shares nor the Open Offer Shares have been,
nor will be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or the securities laws of any
state or jurisdiction of the United States, and may not be offered
or sold within the United States to, or for the account or benefit
of, US person (as that term is defined in Regulation S under the US
Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and such other applicable state securities laws.
Accordingly, the Placing Shares and the Open Offer Shares are
being offered hereby only (i) outside the United States in reliance
upon Regulation S under the US Securities Act in offshore
transactions or (ii) to "accredited investors" as defined in Rule
501(a) of Regulation D of the US Securities Act, in reliance on an
exemption from, or a transaction not subject to, the registration
requirements of the US Securities Act.
Forward-Looking Statements
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of legislation in
the United Kingdom and/or United States, including (without
limitation) those regarding the Placing, the Open Offer and any
other potential offering of securities, the Group's financial
position, business strategy, products, plans and objectives of
management for future operations, and any statement preceded or
followed by, or including, words such as "target", "believe",
"expect", "aim", "intend", "will", "may", "anticipate", "would" or
"could", or negatives of such words. Any forward-looking statements
are based on currently available competitive, financial and
economic data together with management's views and assumptions
regarding future events and business performance as of the time the
statements are made and are subject to risks and uncertainties. We
wish to caution you that there are some known and unknown factors
that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by
such forward-looking statements.
Reference should be made to those documents that Midatech shall
file from time to time or announcements that may be made by
Midatech in accordance with the London Stock Exchange AIM Rules for
Companies ("AIM Rules"), the Disclosure and Transparency Rules
("DTRs") and the rules and regulations promulgated by the US
Securities and Exchange Commission, which contains and identifies
other important factors that could cause actual results to differ
materially from those contained in any projections or
forward-looking statements. These forward-looking statements speak
only as of the date of this announcement. All subsequent written
and oral forward-looking statements by or concerning Midatech are
expressly qualified in their entirety by the cautionary statements
above. Except as may be required under the AIM Rules or the DTRs or
by relevant law in the United Kingdom or the United States,
Midatech does not undertake any obligation to publicly update or
revise any forward-looking statements because of new information,
future events or otherwise arising.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCMBBJTMBABBRF
(END) Dow Jones Newswires
October 11, 2016 09:59 ET (13:59 GMT)
Midatech Pharma (LSE:MTPH)
Historical Stock Chart
From Apr 2024 to May 2024
Midatech Pharma (LSE:MTPH)
Historical Stock Chart
From May 2023 to May 2024