TIDMMTFB
RNS Number : 4973T
Motif Bio PLC
14 November 2019
Motif Bio plc
("Motif Bio" or the "Company")
Result of General Meeting
Motif Bio plc (AIM/Nasdaq: MTFB announces that at the General
Meeting ("GM") of the Company held earlier today in New York, all
resolutions put to shareholders were duly passed.
The results of the poll, incorporating the proxy votes lodged in
advance of the meeting, will shortly be available on the Company's
website at: https://www.motifbio.com/.
The full text of the resolutions may be found in the Notice of
the General Meeting, copies of which are available on the Company's
website at: https://www.motifbio.com/.
Share Capital Reorganisation
Following the passing of the resolutions at the General Meeting,
each of the Company's Ordinary Shares of 1 penny will be divided
into one New Ordinary Share of 0.01 pence and one deferred share of
0.99 pence. The deferred shares will have no rights and the Company
will not issue any share certificates or credit CREST accounts in
respect of them. The deferred shares will not be admitted to
trading on AIM.
The number of New Ordinary Shares in issue and held by each
Shareholder, will be equal to the number of existing Ordinary
Shares in issue immediately prior to the Share Capital
Reorganisation. It is simply the nominal value which will change to
result in the New Ordinary Share. The New Ordinary Shares will
continue to carry the same rights as those attached in the existing
Ordinary Shares, save for the reduction in nominal value.
Completion of Placing and Hercules Loan
In addition, following the passing of the resolutions at the
General Meeting, the outstanding conditions relating to the Placing
to raise GBP600,000 (US$0.73 million), before expenses by way of
the issue of 142,857,143 Placing Shares (as first announced by the
Company on 2 October 2019) have now been satisfied. Motif Bio will
now use the net proceeds of the Placing to implement the Proposals
which were first announced by the Company on 30 September 2019 (see
below).
Furthermore, the conditions attached to Motif Bio's agreement in
principle with Hercules Capital Inc., the Company's senior secured
lender ("Hercules"), have also been satisfied. As such the
following actions are now expected to take place shortly:
-- Hercules is expected to relinquish the loan guarantee
provided by the Company and relieve Motif Bio of any future
obligations to Hercules or Motif BioSciences Inc. ("Motif
Inc.");
-- Hercules will be granted a perfected security interest in all
of the intellectual property of Motif Inc.; and
-- Hercules will receive a warrant option for an additional 20
per cent. of the Company's post capital raise share capital at an
exercise price equal to the Placing Price of 0.42 pence; and
-- Motif Inc. will wind down operations (see below).
Wind down/disposal of Motif Inc.
Following the General Meeting, Motif Bio will accelerate the
wind down or disposal of Motif Inc. This will involve the sale,
wind-down or divestment of all or substantially all of the
Company's existing business, assets and investments. This
represents a fundamental change of business and upon an independent
director and officer being appointed for the completion of the
wind-down or disposal of Motif Inc., the Company will be classified
as an AIM Rule 15 cash shell. A further announcement confirming the
appointment of an independent director and officer to implement the
completion of the wind-down or disposal or Motif Inc. will be made
in due course.
Once the Company has been classified as an AIM Rule cash shell,
the Company will be required to make an acquisition which
constitutes a reverse takeover under the AIM Rules within six
months, failing which the Company's New Ordinary Shares would be
suspended from trading on AIM pursuant to AIM Rule 40. Admission to
trading on AIM would then be cancelled six months from the date of
suspension should a reverse takeover not have been completed within
that time.
Admission to AIM and Total Voting Rights
Dealings on AIM in the existing Ordinary Shares will cease at
the close of business on 14 November 2019. Application has been
made for the admission of 485,348,166 New Ordinary Shares
(comprising 342,491,023 New Ordinary Shares in issue immediately
following the Share Capital Reorganisation, along with 142,857,143
Placing Shares) to trading on AIM. It is expected that Admission
will take place and that trading in the New Ordinary Shares will
commence, at 8.00 a.m. on or around 15 November 2019.
Following Admission, there will be a total of 485,348,166 New
Ordinary Shares in issue. The Company does not hold any shares in
treasury. Consequently, 485,348,166 is the figure which may be used
by shareholders as the denominator for the calculation by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Unless otherwise indicated, all defined terms in this
announcement shall have the same meaning as described in the
Company's announcement dated 25 October 2019 and the Circular which
was posted to shareholders on the same day.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
Motif Bio plc ir@motifbio.com
Graham Lumsden (Chief Executive Officer)
SP Angel Corporate Finance LLP (NOMAD
& BROKER) +44 (0)20 3470 0470
David Hignell/Caroline Rowe (Corporate
Finance)
Vadim Alexandre/Abigail Wayne (Sales
& Broking)
Walbrook PR Ltd. (UK FINANCIAL PR
& IR) +44 (0)20 7933 8780
Paul McManus/Lianne Cawthorne motifbio@walbrookpr.com
MC Services AG (EUROPEAN IR) +49 (0)89 210 2280
Raimund Gabriel raimund.gabriel@mc-services.eu
Forward-Looking Statements
This press release contains forward-looking statements. Words
such as "expect," "believe," "intend," "plan," "continue," "may,"
"will," "anticipate," and similar expressions are intended to
identify forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that may cause Motif Bio's actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Motif Bio believes that these factors
include, but are not limited to, (i) the timing, progress and the
results of clinical trials for Motif Bio's product candidates, (ii)
the timing, scope or likelihood of regulatory filings and approvals
for Motif Bio's product candidates, (iii) Motif Bio's ability to
successfully commercialise its product candidates, (iv) Motif Bio's
ability to effectively market any product candidates that receive
regulatory approval, (v) Motif Bio's commercialisation, marketing
and manufacturing capabilities and strategy, (vi) Motif Bio's
expectation regarding the safety and efficacy of its product
candidates, (vii) the potential clinical utility and benefits of
Motif Bio's product candidates, (viii) Motif Bio's ability to
advance its product candidates through various stages of
development, especially through pivotal safety and efficacy trials,
(ix) Motif Bio's estimates regarding the potential market
opportunity for its product candidates, (x) Motif Bio's ability to
raise additional capital to sustain its operations and pursue its
strategy and (xi) the factors discussed in the section entitled
"Risk Factors" in Motif Bio's Annual Report on Form 20-F filed with
the SEC on April 15, 2019, which is available on the SEC's web
site, www.sec.gov. Motif Bio undertakes no obligation to update or
revise any forward-looking statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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