Motif Bio PLC Update re proposed Reverse Takeover (9727M)
27 Gennaio 2021 - 8:00AM
UK Regulatory
TIDMMTFB
RNS Number : 9727M
Motif Bio PLC
27 January 2021
Motif Bio plc
("Motif" or the "Company")
Update re proposed Reverse Takeover
Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM
Rule 15 cash shell, provides a further update regarding the
proposed reverse takeover pursuant to AIM Rule 14 ("Reverse
Takeover") that was outlined in the Company's announcement of 5
January 2021.
Motif announces that it continues to progress a Reverse Takeover
under a Heads of Terms Agreement ("HOT") with a UK based candidate
in the healthcare sector (the "Target"), as a result of which,
subject to, among other matters, the execution of a Sale and
Purchase Agreement (the "SPA"), Motif would acquire the entire
issued share capital of the Target (the "Proposed Transaction").
Motif will remain suspended from trading while the Proposed
Transaction is negotiated and advanced, and the Company will
provide shareholders with further updates as appropriate.
The Target
The Target is a UK-based ADC (Antibody-Drug Conjugate) discovery
and development company, which uses front-line clinical experience
to develop next generation therapeutics for the treatment of
various cancers.
The Proposed Transaction
The Proposed Transaction will be classified as a Reverse
Takeover. Completion of the Proposed Transaction is therefore
subject to certain matters including the completion of an
appropriate SPA, approval by Motif's shareholders at a general
meeting to be convened in due course ("General Meeting"), the
raising of an appropriate level of equity (the "Fundraising") to
accelerate the Target's development programmes, the grant of a Rule
9 waiver by the UK Takeover Panel ("Rule 9 Waiver") in respect of
the proposed issue of new shares to the Target and the admission of
the enlarged group to trading on AIM.
In order to convene the General Meeting, the Company is required
to publish an AIM Admission Document which details, inter alia, the
terms of the Proposed Transaction. As per the HOT, consideration
for the Proposed Transaction will be paid in ordinary shares of
Motif. In addition to the Fundraising, it is intended that the
Company will carry out an appropriate share consolidation and that
Motif will change its name.
Should the Proposed Transaction proceed, it is currently
expected that the AIM Admission Document will be published before
the end of March 2021. At present there can be no assurances that
Motif will be able to complete the Proposed Transaction and as a
consequence the Company's admission to trading on AIM may be
cancelled.
The AIM Admission Document will include a Technical Expert's
report which is being prepared in respect of the Target's
technology and assets.
Jonathan Gold, Motif's President and Chief Business Officer,
commented: "The Motif Directors are encouraged by the way the
Proposed Transaction is progressing and I look forward to providing
our shareholders with further updates and additional information
regarding the Target in due course."
The person responsible for the release of this announcement on
behalf of Motif is Jonathan Gold, President and Chief Business
Officer.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
ir@motifbio.com
Motif Bio plc
Jonathan Gold (President and Chief
Business 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)
Peel Hunt LLP (STRATEGIC ADVISER) + 44 (0) 20 7418 8900
Dr Christopher Golden/ Oliver Jackson
Walbrook PR Ltd. (UK FINANCIAL PR
& IR) +44 (0) 20 7933 8780
Paul McManus/ Lianne Cawthorne motifbio@walbrookpr.com
Forward-Looking Statements
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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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