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RNS Number : 0062E
GW Pharmaceuticals PLC
13 July 2016
SOLELY FOR DISTRIBUTION OUTSIDE THE UNITED STATES
GW Pharmaceuticals Announces Proposed Public Offering of
ADSs
London, UK, 13 July 2016: 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 that it intends to sell, subject to market and
other conditions, $150,000,000 of American Depositary Shares
("ADSs") representing ordinary shares of GW on the NASDAQ Global
Market in an underwritten U.S. public offering. GW expects to grant
the underwriters a 30-day option to purchase up to an additional
$22,500,000 of ADSs at the offering price. There can be no
assurance as to whether or when the offering may be completed, or
as to the actual size or terms of the offering. The price for the
offering has not yet been determined.
Morgan Stanley, BofA Merrill Lynch and Goldman, Sachs & Co.
are acting as joint book-running managers for the offering. Cowen
and Company is acting as lead manager and Piper Jaffray is acting
as manager.
The ADSs described above are being offered by GW pursuant to a
shelf registration statement filed by GW with the Securities and
Exchange Commission ("SEC") that became automatically effective on
May 7, 2014. A preliminary prospectus supplement related to the
offering has been filed with the SEC and is available on the SEC's
website at http://www.sec.gov. Copies of the preliminary prospectus
supplement and the accompanying prospectus relating to this
offering may be obtained from Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, New York 10014; BofA Merrill Lynch, NC1-004-03-43, 200 North
College Street, 3(rd) Floor, Charlotte, NC 28255-0001, Attention:
Prospectus Department, email: dg.prospectus_requests@baml.com; or
from Goldman, Sachs & Co., Attention: Prospectus Department,
200 West Street, New York, NY 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
There will be no offer of ADSs to the public in the UK. 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 come should inform themselves about and observe
any such restrictions.
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.
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 is advancing an orphan drug program in the field
of childhood-onset epilepsy with a focus on Epidiolex(R)
(cannabidiol), which is in Phase 3 clinical development for the
treatment of Dravet syndrome, LGS and Tuberous Sclerosis Complex.
GW successfully developed the world's first plant-derived
cannabinoid prescription drug, Sativex(R), which is approved for
the treatment of spasticity due to multiple sclerosis in 28
countries outside the United States. GW has a deep pipeline of
additional cannabinoid product candidates which includes compounds
in Phase 1 and 2 trials for glioma, schizophrenia and epilepsy.
Forward-looking statements
This news release may contain forward-looking statements that
reflect GWs current expectations regarding future events, including
statements regarding the therapeutic benefit, safety profile and
commercial value of the Company's investigational drug Epidiolex,
the development and commercialization of Epidiolex, plans and
objectives for product development, plans and objectives for
present and future clinical trials and results of such trials,
plans and objectives for regulatory submissions and approvals.
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 the 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, Epidiolex, if approved, and other products which we may
commercialize by consumers and medical professionals. A further
list and description of risks, uncertainties and other risks
associated with an investment in GW can be found in GW's filings
with the U.S. Securities and Exchange Commission. 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
Stephen Schultz, VP Investor Relations 917 280 2424 / 401 500
(US) 6570
FTI Consulting (UK Media Enquiries)
Ben Atwell / Simon Conway +44 20 3727 1000
FleishmanHillard (US Media Enquiries)
212 453 2382 / 212 453
Paddi Hurley / Adam Silverstein 2493
Peel Hunt LLP (UK NOMAD)
James Steel +44 20 7418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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